Exhibit 10.45


 


EXECUTION COPY


 


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.


 


COMMON STOCK PURCHASE WARRANT


 


To Purchase Shares of $0.001 Par Value Common Stock (“Common Stock”)
of


 


No. W-1         500,000
Shares


 


VISTULA COMMUNICATIONS SERVICES,
INC.


 


THIS CERTIFIES that, for
value received, Indigo Investments I LLC (the ”Purchaser” or “Holder”)
is entitled, upon the terms and subject to the conditions hereinafter set
forth, at any time on or after the date hereof and on or prior to 8:00 p.m. New
York City Time on the date that is five (5) years after the date hereof (the “Termination
Date”), but not thereafter, to subscribe for and purchase from Vistula
Communications Services, Inc., a Delaware corporation (the “Company”), up
to 500,000 shares of Common Stock (the “Warrant Shares”) at an Exercise
Price equal to $1.50 per share, subject to adjustment herein (the “Exercise
Price”). The Exercise Price and the number of shares for which the Warrant
is exercisable shall be subject to adjustment as provided herein. This Warrant
is being issued in connection with the Revolving Credit Agreement (the “Credit
Agreement”) dated March 30, 2006 (the “Issuance Date”), entered into
between the Company and the Purchaser. Capitalized terms used herein and not
otherwise defined shall have the meaning ascribed thereto in the Credit Agreement.


 


1.             Title
of Warrant. Prior to the expiration hereof and subject to compliance with
applicable laws, this Warrant and all rights hereunder are transferable, in
whole or in part, at the office or agency of the Company by the Holder hereof
in person or by duly authorized attorney, upon surrender of this Warrant
together with (a) the Assignment Form annexed hereto properly endorsed, and (b)
any other documentation reasonably necessary to satisfy the Company that such
transfer is in compliance with all applicable securities laws, including but
not limited an opinion of counsel reasonably satisfactory to the Company. The
term “Holder” shall refer to the Purchaser or any subsequent transferee
of this Warrant.


 


2.             Authorization
of Shares. The Company covenants that all shares of Common Stock which may
be issued upon the exercise of rights represented by this Warrant will, upon
exercise of the rights represented by this Warrant and payment of the Exercise
Price as set 


 

















 


forth herein, be
duly authorized, validly issued, fully paid and nonassessable and free from all
taxes, liens and charges in respect of the issue thereof (other than taxes in
respect of any transfer occurring contemporaneously with such issue or
otherwise specified herein).


 


3.             Exercise
of Warrant.


 


(a)           The Holder
may exercise this Warrant, in whole or in part, at any time and from time to
time in the following manner:  by
delivering (which may be by facsimile) to the offices of the Company or any
transfer agent for the Common Stock this Warrant, together with a Notice of
Exercise in the form annexed hereto specifying the number of Warrant Shares
with respect to which this Warrant is being exercised, together with payment in
cash to the Company of the Exercise Price therefore.


 


In the event that the Warrant is not exercised in
full, the number of Warrant Shares shall be reduced by the number of such
Warrant Shares for which this Warrant is exercised and/or surrendered, and the
Company, if requested by Holder and at its expense, shall, within three (3)
Trading Days (as defined below) after the receipt of the original Warrant, issue
and deliver to the Holder a new Warrant of like tenor in the name of the Holder
or as the Holder (upon payment by Holder of any applicable transfer taxes and
subject to the restrictions on transfer set forth herein) may request,
reflecting such adjusted Warrant Shares. Notwithstanding anything to the
contrary set forth herein, upon exercise of any portion of this Warrant in
accordance with the terms hereof, the Holder shall not be required to physically
surrender this Warrant to the Company unless such Holder is purchasing the full
amount of Warrant Shares represented by this Warrant. The Holder and the
Company shall maintain records showing the number of Warrant Shares so
purchased hereunder and the dates of such purchases or shall use such other
method, reasonably satisfactory to the Holder and the Company, so as not to
require physical surrender of this Warrant upon each such exercise except as
expressly provided herein. The Holder and any assignee, by acceptance of this
Warrant or a new Warrant, acknowledge and agree that, by reason of the
provisions of this Section, following exercise of any portion of this Warrant,
the number of Warrant Shares which may be purchased upon exercise of this Warrant
may be less than the number of Warrant Shares set forth on the face hereof.


 


Certificates for shares of Common Stock purchased
hereunder shall be delivered to the Holder hereof within three (3) Trading Days
after the date on which this Warrant shall have been exercised as aforesaid. The
Holder may withdraw its Notice of Exercise at any time if the Company fails to
timely deliver the relevant certificates to the Holder as provided in this
Agreement. A Notice of Exercise shall be deemed sent on the date of delivery if
delivered before 12:00 p.m. New York Time on such date, or the day following
such date if delivered after 12:00 p.m. New York Time; provided that the
Company is only obligated to deliver Warrant Shares against delivery of the
Exercise Price from the holder hereof and otherwise in accordance with the
terms hereof.


 


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In lieu of delivering physical certificates
representing the Warrant Shares issuable upon exercise of this Warrant,
provided the Company’s transfer agent is participating in the Depository Trust
Company (“DTC”) Fast Automated Securities Transfer (“FAST”)
program, upon request of the Holder, the Company shall use its best efforts to
cause its transfer agent to electronically transmit the Warrant Shares issuable
upon exercise to the Holder, by crediting the account of the Holder’s prime
broker with DTC through its Deposit or Withdrawal at Custodian (“DWAC”)
system. The time periods for delivery described above shall apply to the electronic
transmittals through the DWAC system. The Company agrees to coordinate with DTC
to accomplish this objective.


 


(b)             The term
“Trading Day” means (x) if the Common Stock is not listed on the New
York or American Stock Exchange but sale prices of the Common Stock are
reported on Nasdaq National Market or another automated quotation system, a day
on which trading is reported on the principal automated quotation system on
which sales of the Common Stock are reported, (y) if the Common Stock is listed
on the New York Stock Exchange or the American Stock Exchange, a day on which
there is trading on such stock exchange, or (z) if the foregoing provisions are
inapplicable, a day on which quotations are reported by National Quotation
Bureau Incorporated.


 


4.             No
Fractional Shares or Scrip. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. In lieu of
issuance of a fractional share upon any exercise hereunder, the Company will
pay the cash value of that fractional share, which cash value shall be
calculated on the basis of the average closing price of the Common Stock during
the five (5) Trading Days immediately preceding the date of exercise.


 


5.             Charges,
Taxes and Expenses. Issuance of certificates for shares of Common Stock
upon the exercise of this Warrant shall be made without charge to the Holder
hereof for any issue or transfer tax or other incidental expense in respect of
the issuance of such certificate, all of which taxes and expenses shall be paid
by the Company, and such certificates shall be issued in the name of the Holder
of this Warrant or in such name or names as may be directed by the Holder of
this Warrant; provided, however, that in the event certificates
for shares of Common Stock are to be issued in a name other than the name of
the Holder of this Warrant, this Warrant when surrendered for exercise shall be
accompanied by the Assignment Form attached hereto duly executed by the Holder
hereof; and provided  further, that the Company shall not be
required to pay any tax or taxes which may be payable in respect of any
transfer involved in the issuance of any Warrant certificates or any
certificates for the Warrant Shares other than the issuance of a Warrant
Certificate to the Holder in connection with the Holder’s surrender of a
Warrant Certificate upon the exercise of all or less than all of the Warrants
evidenced thereby.


 


6.             Closing
of Books. The Company will at no time close its shareholder books or
records in any manner which interferes with the timely exercise of this
Warrant.


 


7.             No
Rights as Shareholder until Exercise. Subject the provisions of any other
written agreement between the Company and the Purchaser, the Purchaser shall
not be entitled to 


 


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vote or receive
dividends or be deemed the holder of Warrant Shares or any other securities of
the Company that may at any time be issuable on the exercise hereof for any
purpose, nor shall anything contained herein be construed to confer upon the
Purchaser, as such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action (whether upon any recapitalization, issuance of stock,
reclassification of stock, change of par value, or change of stock to no par
value, consolidation, merger, conveyance or otherwise) or to receive notice of
meetings, or to receive dividends or subscription rights or otherwise until the
Warrant shall have been exercised as provided herein. However, at the time of
the exercise of this Warrant pursuant to Section 3 hereof, the Warrant Shares
so purchased hereunder shall be deemed to be issued to such Holder as the
record owner of such shares as of the close of business on the date on which
this Warrant shall have been exercised.


 


8.             Assignment
and Transfer of Warrant; Distribution of Warrant Shares. (a) This Warrant
may be assigned by the surrender of this Warrant and the Assignment Form
annexed hereto duly executed at the office of the Company (or such other office
or agency of the Company or its transfer agent as the Company may designate by
notice in writing to the registered Holder hereof at the address of such Holder
appearing on the books of the Company); provided, however, that
this Warrant may not be resold or otherwise transferred except (i) in a
transaction registered under the Securities Act of 1933, as amended (the “Act”),
or (ii) in a transaction pursuant to an exemption, if available, from
registration under the Act and whereby, if reasonably requested by the Company,
an opinion of counsel reasonably satisfactory to the Company is obtained by the
Holder of this Warrant to the effect that the transaction is so exempt.


 


(b)           Notwithstanding
anything to the contrary herein, Holder may distribute the Warrant Shares to
Holder’s Members on a pro rata basis based on each Member’s percentage interest
in Holder.


 


9.             Loss,
Theft, Destruction or Mutilation of Warrant; Exchange. The Company
represents warrants and covenants that (a) upon receipt by the Company of
evidence and/or indemnity reasonably satisfactory to it of the loss, theft,
destruction or mutilation of any Warrant or stock certificate representing the
Warrant Shares, and in case of loss, theft or destruction, of indemnity
reasonably satisfactory to it, and (b) upon surrender and cancellation of such
Warrant or stock certificate, if mutilated, the Company will make and deliver a
new Warrant or stock certificate of like tenor and dated as of such
cancellation, in lieu of this Warrant or stock certificate, without any charge
therefor. This Warrant is exchangeable at any time for an equal aggregate
number of Warrants of different denominations, as requested by the holder
surrendering the same, or in such denominations as may be requested by the
Holder following determination of the Exercise Price. No service charge will be
made for such registration or transfer, exchange or reissuance.


 


10.           Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any
action or the expiration of any right required or granted herein shall be a
Saturday, Sunday or a 


 


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legal holiday,
then such action may be taken or such right may be exercised on the next
succeeding day not a legal holiday.


 


11.           Warrant
Exchange. This Warrant shall be exchangeable at the option of the Holder for
a number of shares of the Company’s common stock equal to one-third of the total
number of Warrant Shares for which this Warrant is then exercisable, if, by the
first anniversary of the Issuance Date, either (i) the Warrant Shares are not
yet covered by an effective registration statement or (ii) there has been no 10 consecutive trading day period during
which the VWAP for the Common Stock has exceeded 133% of the then
applicable Exercise Price.


 


12.           Adjustments
of Exercise Price and Number of Warrant Shares.


 


The number of and kind of securities purchasable upon
exercise of this Warrant and the Exercise Price shall be subject to adjustment
from time to time as set forth in this Section 12.


 


(a)           Subdivisions,
Combinations, Stock Dividends and other Issuances. If the Company shall, at
any time while this Warrant is outstanding, (A) pay a stock dividend or
otherwise make a distribution or distributions on any equity securities
(including instruments or securities convertible into or exchangeable for such
equity securities) in shares of Common Stock, (B) subdivide outstanding shares
of Common Stock into a larger number of shares, or (C) combine outstanding
Common Stock into a smaller number of shares, then the Exercise Price shall be
multiplied by a fraction, the numerator of which shall be the number of shares
of Common Stock outstanding before such event and the denominator of which
shall be the number of shares of Common Stock outstanding after such event. Any
adjustment made pursuant to this Section 12(a) shall become effective
immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution and shall become effective
immediately after the effective date in the case of a subdivision or
combination. The number of shares which may be purchased hereunder shall be
increased or decreased, as applicable, proportionately to any increase or reduction
in Exercise Price pursuant to this paragraph 12(a), so that after such
adjustments the aggregate Exercise Price payable hereunder for the increased or
decreased number of shares shall be the same as the aggregate Exercise Price in
effect just prior to such adjustments.


 


(b)           Other
Distributions. If at any time after the date hereof the Company distributes
to holders of its Common Stock, other than as part of its dissolution,
liquidation or the winding up of its affairs, any shares of its capital stock,
any evidence of indebtedness or any of its assets (other than Common Stock),
then the number of Warrant Shares for which this Warrant is exercisable shall
be increased to equal: (i) the number of Warrant Shares for which this Warrant
is exercisable immediately prior to such event, (ii) multiplied by a fraction,
(A) the numerator of which shall be the Fair Market Value (as defined below)
per share of Common Stock on the record date for the dividend or distribution,
and (B) the denominator of which shall be the Fair Market Value price per share
of Common Stock on the record date for the dividend or distribution minus the 


 


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amount allocable
to one share of Common Stock of the value (as jointly determined in good faith
by the Board of Directors of the Company and the Holder) of any and all such
evidences of indebtedness, shares of capital stock, other securities or
property, so distributed. For purposes of this Warrant, “Fair Market Value”
shall equal the average closing trading
price of the Common Stock on the Principal Market (as defined below) for the five
(5) Trading Days preceding the date of determination or, if the Common Stock is
not listed or admitted to trading on any Principal Market, and the average
price cannot be determined as contemplated above, the Fair Market Value of the
Common Stock shall be as reasonably determined in good faith by the Company’s
Board of Directors. The Exercise Price shall be reduced to equal: (i)
the Exercise Price in effect immediately before the occurrence of any event
(ii) multiplied by a fraction, (A) the numerator of which is the number of
Warrant Shares for which this Warrant is exercisable immediately before the adjustment,
and (B) the denominator of which is the number of Warrant Shares for which this
Warrant is exercisable immediately after the adjustment. “Principal Market”
shall mean the NASDAQ National Market or such other principal market or
exchange on which the Common Stock is then listed for trading.


 


(c)           Merger,
etc. If at any time after the date hereof there shall be a merger or
consolidation of the Company with or into or a transfer of all or substantially
all of the assets of the Company to another entity, then the Holder shall be
entitled to receive upon or after such transfer, merger or consolidation
becoming effective, and upon payment of the Exercise Price then in effect, the
number of shares or other securities or property of the Company or of the successor
corporation resulting from such merger or consolidation, which would have been
received by the Holder for the shares of stock subject to this Warrant had this
Warrant been exercised just prior to such transfer, merger or consolidation
becoming effective or to the applicable record date thereof, as the case may be.
The Company will not merge or consolidate with or into any other corporation,
or sell or otherwise transfer its property, assets and business substantially
as an entirety to another corporation, unless the corporation resulting from
such merger or consolidation (if not the Company), or such transferee
corporation, as the case may be, shall expressly assume in writing the due and
punctual performance and observance of each and every covenant and condition of
this Warrant to be performed and observed by the Company.


 


(d)           Reclassification,
etc. If at any time after the date hereof there shall be a reorganization
or reclassification of the securities as to which purchase rights under this
Warrant exist into the same or a different number of securities of any other
class or classes, then the Holder shall thereafter be entitled to receive upon
exercise of this Warrant, during the period specified herein and upon payment
of the Exercise Price then in effect, the number of shares or other securities
or property resulting from such reorganization or reclassification, which would
have been received by the Holder for the shares of stock subject to this
Warrant had this Warrant at such time been exercised.


 


(e)           Exercise
Price Adjustment. In the event that on or subsequent to the Closing Date,
the Company issues or sells any Additional Shares of Common Stock at an
effective price per share of Common Stock which is less than the Exercise
Price, then the Exercise Price in effect immediately prior to such issue or
sale shall be reduced effective concurrently with 


 


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such issue or sale
to an amount determined by multiplying the Exercise Price then in effect by a
fraction, (x) the numerator of which shall be the sum of (1) the number of
shares of Common Stock outstanding immediately prior to such issue or sale,
plus (2) the number of shares of Common Stock which the aggregate consideration
received by the Company for such additional shares would purchase at the
Exercise Price then in effect; and (y) the denominator of which shall be the
number of shares of Common Stock of the Company outstanding immediately after
such issue or sale. “Additional Shares of Common Stock” shall mean any
securities which are convertible into or exchangeable for its Common Stock or
any convertible securities, or any warrants or other rights to subscribe for or
to purchase or any options for the purchase of its Common Stock or any such convertible
securities other than: (a) shares of Common Stock or options to employees,
consultants, officers or directors of the Company pursuant to any stock or
option plan duly adopted by a majority of the non-employee members of the Board
of Directors of the Company or a majority of the members of a committee of
non-employee directors established for such purpose, (b) securities issued
pursuant to the Credit Agreement or upon the exercise of or conversion of any
securities issued pursuant to the Credit Agreement, convertible securities,
options or warrants issued and outstanding on the date hereof, provided that
such securities have not been amended since the date hereof to increase the
number of such securities or to decrease the exercise or conversion price of
any such securities, (c) warrants issued to an institutional lender licensed as
such by a governmental agency in direct connection to a loan for money borrowed
or as otherwise permitted under the Credit Agreement, provided such warrant is
issued with a strike price at least equal to the market price of the Common
Stock on the date of such issuance and is not subject to further price
adjustment in respect of subsequent issuances of Common Stock or Common Stock
equivalents at a price below such strike price; (d) Common Stock issued in
connection with the settlement of claims or litigation up to an aggregate
maximum of 500,000 shares; (e) securities issued pursuant to acquisitions,
joint ventures or other strategic transactions, including, without limitation,
technology transfer and licensing transactions, and (f) securities issued under
agreements executed by the Company prior to the date hereof. For the purposes
of the foregoing adjustments, in the case of the issuance of any convertible
securities, warrants, options or other rights to subscribe for or to purchase
or exchange for, shares of Common Stock (“Convertible Securities”), the
maximum number of shares of Common Stock issuable upon exercise, exchange or
conversion of such Convertible Securities shall be deemed to be outstanding,
provided that no further adjustment shall be made upon the actual issuance of
Common Stock upon exercise, exchange or conversion of such Convertible
Securities.


 


(f)            In
the event of any adjustment in the number of Warrant Shares issuable hereunder
upon exercise, the Exercise Price shall be inversely proportionately increased
or decreased as the case may be, such that aggregate purchase price for Warrant
Shares upon full exercise of this Warrant shall remain the same. Similarly, in
the event of any adjustment in the Exercise Price, the number of Warrant Shares
issuable hereunder upon exercise shall be inversely proportionately increased
or decreased as the case may be, such that aggregate purchase price for Warrant
Shares upon full exercise of this Warrant shall remain the same.


 


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13.           Voluntary
Adjustment by the Company. The Company may at its option, at any time
during the term of this Warrant, reduce but not increase the then current
Exercise Price to any amount and for any period of time deemed appropriate by
the Board of Directors of the Company.


 


14.           Notice
of Adjustment. Whenever the number of Warrant Shares or number or kind of
securities or other property purchasable upon the exercise of this Warrant or
the Exercise Price is adjusted, the Company shall promptly mail to the Holder
of this Warrant a notice setting forth the number of Warrant Shares (and other
securities or property) purchasable upon the exercise of this Warrant and the
Exercise Price of such Warrant Shares after such adjustment and setting forth
the computation of such adjustment and a brief statement of the facts requiring
such adjustment.


 


15.           Authorized
Shares. The Company covenants that during the period the Warrant is
outstanding and exercisable, it will reserve from its authorized and unissued
Common Stock a sufficient number of shares to provide for the issuance of the
Warrant Shares upon the exercise of any and all purchase rights under this
Warrant. The Company further covenants that its issuance of this Warrant shall
constitute full authority to its officers who are charged with the duty of
executing stock certificates to execute and issue the necessary certificates
for the Warrant Shares upon the exercise of the purchase rights under this
Warrant. The Company will take all such reasonable action as may be necessary
to assure that such Warrant Shares may be issued as provided herein without
violation of any applicable law, regulation, or rule of any applicable market
or exchange.


 


16.           Compliance
with Securities Laws. (a) The Holder hereof acknowledges that the Warrant
Shares acquired upon the exercise of this Warrant, if not registered (or if no
exemption from registration exists), will have restrictions upon resale imposed
by state and federal securities laws. Each certificate representing the Warrant
Shares issued to the Holder upon exercise (if not registered, for resale or
otherwise, or if no exemption from registration exists) will bear substantially
the following legend:


 


THE SHARES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL IN A
FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SALE IS PERMISSIBLE
PURSUANT TO AN AVAILABLE EXEMPTION FROM OR IS NOT SUBJECT TO THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IS IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.


 


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(b)           Without
limiting the Purchaser’s right to transfer, assign or otherwise convey the
Warrant or Warrant Shares in compliance with all applicable securities laws,
the Holder of this Warrant, by acceptance hereof, acknowledges that this
Warrant and the Warrant Shares to be issued upon exercise hereof are being
acquired solely for the Purchaser’s own account and not as a nominee for any
other party, and that the Purchaser will not offer, sell or otherwise dispose
of this Warrant or any Warrant Shares to be issued upon exercise hereof except
under circumstances that will not result in a violation of applicable federal
and state securities laws.


 


17.           Miscellaneous.


 


(a)           Issue
Date; Choice of Law; Venue; Jurisdiction. The provisions of this Warrant
shall be construed and shall be given effect in all respects as if it had been
issued and delivered by the Company on the date hereof. This Warrant shall be
binding upon any successors or assigns of the Company. This Warrant will be
construed and enforced in accordance with and governed by the laws of the State
of New York, except for matters arising under the Act, without reference to
principles of conflicts of law. Each of the parties consents to the exclusive
jurisdiction of the Federal and State Courts sitting in the County of New York
in the State of New York in connection with any dispute arising under this
Warrant and hereby waives, to the maximum extent permitted by law, any
objection, including any objection based on forum  non  conveniens
or venue, to the bringing of any such proceeding in such jurisdiction.


 


(b)           Modification
and Waiver. This Warrant and any provisions hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of the same is sought. Any amendment effected in
accordance with this paragraph shall be binding upon the Purchaser, each future
holder of this Warrant and the Company. No waivers of, or exceptions to, any
term, condition or provision of this Warrant, in any one or more instances,
shall be deemed to be, or construed as, a further or continuing waiver of any
such term, condition or provision.


 


(c)           Notices.
Any notice or other communication required or permitted to be given hereunder
shall be in writing by facsimile, mail or personal delivery and shall be
effective upon actual receipt of such notice. The addresses for such
communications shall be to the addresses as shown on the books of the Company
or to the Company at the address set forth in the Credit Agreement. A party may
from time to time change the address to which notices to it are to be delivered
or mailed hereunder by notice in accordance with the provisions of this Section
17(c).


 


(d)           Severability.
Whenever possible, each provision of this Warrant shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Warrant is held to be invalid, illegal or unenforceable in any respect
under any applicable law or rule in any jurisdiction, such invalidity,
illegality or unenforceability shall not affect the validity, legality or
enforceability of any other provision of this Warrant in such jurisdiction or
affect the validity, legality or enforceability of any provision in any other
jurisdiction, but this Warrant shall be reformed, construed and enforced in
such 


 


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jurisdiction as if
such invalid, illegal or unenforceable provision had never been contained
herein.


 


(e)           Specific
Enforcement. The Company and the Holder acknowledge and agree that
irreparable damage would occur in the event that any of the provisions of this
Warrant were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions to prevent or cure breaches of the provisions
of this Warrant and to enforce specifically the terms and provisions hereof,
this being in addition to any other remedy to which either of them may be
entitled by law or equity.


 


[Signature
Page Follows]


 


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IN WITNESS WHEREOF, the
Company has caused this Warrant to be executed by its officers thereunto duly
authorized.


 


Dated:  March 30, 2006


 


 


	
   

  	
  VISTULA
  COMMUNICATIONS SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Rupert
  Galliers-Pratt

  	
   

  
	
   

  	
  Name:

  	
  Rupert
  Galliers-Pratt

  
	
   

  	
  Title:

  	
  President
  & Chief Executive

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  HOLDER:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Print
  Name:

  	
   

  	
   

  
						



 


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NOTICE
OF EXERCISE


 


To:          Vistula
Communications Services, Inc.


 


(1)           The
undersigned hereby elects to exercise the attached Warrant for and to purchase
thereunder,             
shares of Common Stock, and herewith makes payment therefor of $              .


 


(2)           Please issue
a certificate or certificates representing said shares of Common Stock in the
name of the undersigned or in such other name as is specified below:


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Address)

  	
   

  
	
   

  	
   

  	
   

  



 


(3)           Please
issue a new Warrant for the unexercised portion of the attached Warrant in the
name of the undersigned or in such other name as is specified below:


 


	
   

  	
   

  	
   

  
	
   

  	
  (Name)

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Date)

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
  (Address)

  
	
   

  	
   

  
	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  
					



 

















 


ASSIGNMENT FORM


 


(To assign the foregoing warrant, execute


this form and supply required information.


Do not use this form to exercise the warrant.)


 


FOR VALUE RECEIVED, the foregoing Warrant and all
rights evidenced thereby are hereby assigned to


 


                                                                                              
whose address is


 


                                                                                                                              .


 


                                                                                                                              


 


	
   

  	
   

  	
   

  	
  Dated:

  	
   

  	
  ,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Holder’s
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Holder’s
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature
  Guaranteed:

  	
   

  	
   

  
									



 


 


NOTE:  The signature to this Assignment Form must
correspond with the name as it appears on the face of the Warrant, without
alteration or enlargement or any change whatsoever, and must be guaranteed by a
bank or trust company. Officers of corporations and those acting in a fiduciary
or other representative capacity should file proper evidence of authority to
assign the foregoing Warrant.