ContractWarrant And • March 31st, 2006 • Vistula Communications Services, Inc. • Telephone communications (no radiotelephone) • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE THEREOF (THE “SECURITIES”) HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR THE SECURITIES COMMISSION OF ANY STATE. THIS WARRANT SHALL NOT CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE SECURITIES ARE “RESTRICTED” AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR UPON ISSUANCE OF AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH SALE IS PERMISSIBLE PURSUANT TO AN EXEMPTION THEREFROM.
VISTULA COMMUNICATIONS SERVICES, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • March 31st, 2006 • Vistula Communications Services, Inc. • Telephone communications (no radiotelephone) • New York
REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • March 31st, 2006 • Vistula Communications Services, Inc. • Telephone communications (no radiotelephone) • New York
This Revolving Credit Facility (“Agreement” or “Credit Facility”) is entered into as of March 30, 2006 (“Effective Date”) by and between Vistula Communications Services, Inc., a Delaware corporation (“Borrower” or the “Company”) and Indigo Investments I LLC (“Lender”, or “Purchaser”). Each of Borrower and Lender may be referred to herein individually as a “Party” and collectively as the “Parties”.
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACTVistula Communications Services, Inc. • March 31st, 2006 • Telephone communications (no radiotelephone)
This Note is referred to in the Credit Facility and is entitled to the benefits thereof and shall be subject to the provisions thereof. The Company’s obligations under the Credit Facility and this Note are guaranteed pursuant to the term of the Guaranty by and between Rupert Galliers-Pratt and Lender.
