12% CONVERTIBLE NOTE DUE APRIL ___, 2009Convertible Security Agreement • April 9th, 2007 • Vistula Communications Services, Inc. • Telephone communications (no radiotelephone) • New York
THIS NOTE is one of a series of duly authorized and issued 12% Convertible Notes of Vistula Communications Services, Inc., a Delaware corporation, having a principal place of business at 405 Park Avenue, Suite 801, New York, New York 10022 (the “Company”), designated as its 12% Convertible Note, due April __, 2009 (the “Note(s)”).
COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of VISTULA COMMUNICATION SERVICES, INC.Securities Agreement • April 9th, 2007 • Vistula Communications Services, Inc. • Telephone communications (no radiotelephone)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Vistula Communication Services, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 9th, 2007 • Vistula Communications Services, Inc. • Telephone communications (no radiotelephone)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 6, 2007, among Vistula Communications Services, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 9th, 2007 • Vistula Communications Services, Inc. • Telephone communications (no radiotelephone) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 6, 2007, among Vistula Communications Services, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
CORPORATE FINANCEEngagement Letter • April 9th, 2007 • Vistula Communications Services, Inc. • Telephone communications (no radiotelephone) • Delaware
This engagement letter shall serve as our agreement (the “Agreement”) under which Oceana Partners, LLC (“Oceana” or the “Advisor”) is retained as a financial advisor and placement agent to Vistula Communications Services, Inc. (the “Company”) for placing, on a private basis, approximately $2.5 million to $3 million of the Company’s securities (the “Financing”). In connection therewith, the parties hereto agree as follows:
ContractPlacement Agent Agreement • April 9th, 2007 • Vistula Communications Services, Inc. • Telephone communications (no radiotelephone)
Pursuant to this letter Agreement, Vistula Communications Services, Inc. (the “Company”) hereby engages W. Quillen Securities (“WQS”), an NASD member firm, to assist the Company on a best-efforts basis to raise proceeds through the Company’s issuance of debt and/or sale of equity in private sale(s) to institutional and/or qualified, high net-worth investors.
ESCROW AGREEMENTEscrow Agreement • April 9th, 2007 • Vistula Communications Services, Inc. • Telephone communications (no radiotelephone) • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of April 6, 2007, by and among Vistula Communications Services, Inc., a Delaware corporation (the “Company”), Oceana Partners, LLC, a Delaware limited liability company (“Oceana”) the purchasers signatory hereto (each a “Purchaser” and together the “Purchasers”), and Foley Hoag LLP, with an address at 155 Seaport Boulevard, Boston, Massachusetts 02210 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Securities Purchase Agreement referred to in the first recital.
