**Exhibit 10.45**

 

**EXECUTION COPY**

 

THISWARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE THEREOF (THE “SECURITIES”)HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGECOMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) ORTHE SECURITIES COMMISSION OF ANY STATE. THIS WARRANT SHALL NOT CONSTITUTE ANOFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANYJURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THESECURITIES ARE “RESTRICTED” AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT ASPERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR UPON ISSUANCE OF AN OPINIONOF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH SALE IS PERMISSIBLEPURSUANT TO AN EXEMPTION THEREFROM.

 

**COMMON STOCK PURCHASE WARRANT**

 

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

 

## No. W-1         500,000Shares

##  

**VISTULA COMMUNICATIONS SERVICES,INC.**

 

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

 

# 1.             Titleof Warrant. Prior to the expiration hereof and subject to compliance withapplicable laws, this Warrant and all rights hereunder are transferable, inwhole or in part, at the office or agency of the Company by the Holder hereofin person or by duly authorized attorney, upon surrender of this Warranttogether with (a) the Assignment Form annexed hereto properly endorsed, and (b)any other documentation reasonably necessary to satisfy the Company that suchtransfer is in compliance with all applicable securities laws, including butnot limited an opinion of counsel reasonably satisfactory to the Company. Theterm “Holder” shall refer to the Purchaser or any subsequent transfereeof this Warrant.

#  

# 2.             Authorizationof Shares. The Company covenants that all shares of Common Stock which maybe issued upon the exercise of rights represented by this Warrant will, uponexercise of the rights represented by this Warrant and payment of the ExercisePrice as set 

 

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# forth herein, beduly authorized, validly issued, fully paid and nonassessable and free from alltaxes, liens and charges in respect of the issue thereof (other than taxes inrespect of any transfer occurring contemporaneously with such issue orotherwise specified herein).

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# 3.             Exerciseof Warrant.

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## (a)           The Holdermay exercise this Warrant, in whole or in part, at any time and from time totime in the following manner:  bydelivering (which may be by facsimile) to the offices of the Company or anytransfer agent for the Common Stock this Warrant, together with a Notice ofExercise in the form annexed hereto specifying the number of Warrant Shareswith respect to which this Warrant is being exercised, together with payment incash to the Company of the Exercise Price therefore.

##  

In the event that the Warrant is not exercised infull, the number of Warrant Shares shall be reduced by the number of suchWarrant Shares for which this Warrant is exercised and/or surrendered, and theCompany, if requested by Holder and at its expense, shall, within three (3)Trading Days (as defined below) after the receipt of the original Warrant, issueand deliver to the Holder a new Warrant of like tenor in the name of the Holderor as the Holder (upon payment by Holder of any applicable transfer taxes andsubject to the restrictions on transfer set forth herein) may request,reflecting such adjusted Warrant Shares. Notwithstanding anything to thecontrary set forth herein, upon exercise of any portion of this Warrant inaccordance with the terms hereof, the Holder shall not be required to physicallysurrender this Warrant to the Company unless such Holder is purchasing the fullamount of Warrant Shares represented by this Warrant. The Holder and theCompany shall maintain records showing the number of Warrant Shares sopurchased hereunder and the dates of such purchases or shall use such othermethod, reasonably satisfactory to the Holder and the Company, so as not torequire physical surrender of this Warrant upon each such exercise except asexpressly provided herein. The Holder and any assignee, by acceptance of thisWarrant or a new Warrant, acknowledge and agree that, by reason of theprovisions of this Section, following exercise of any portion of this Warrant,the number of Warrant Shares which may be purchased upon exercise of this Warrantmay be less than the number of Warrant Shares set forth on the face hereof.

 

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

 

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

 

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

##  

# 4.             NoFractional Shares or Scrip. No fractional shares or scrip representingfractional shares shall be issued upon the exercise of this Warrant. In lieu ofissuance of a fractional share upon any exercise hereunder, the Company willpay the cash value of that fractional share, which cash value shall becalculated on the basis of the average closing price of the Common Stock duringthe five (5) Trading Days immediately preceding the date of exercise.

#  

# 5.             Charges,Taxes and Expenses. Issuance of certificates for shares of Common Stockupon the exercise of this Warrant shall be made without charge to the Holderhereof for any issue or transfer tax or other incidental expense in respect ofthe issuance of such certificate, all of which taxes and expenses shall be paidby the Company, and such certificates shall be issued in the name of the Holderof this Warrant or in such name or names as may be directed by the Holder ofthis Warrant; provided, however, that in the event certificatesfor shares of Common Stock are to be issued in a name other than the name ofthe Holder of this Warrant, this Warrant when surrendered for exercise shall beaccompanied by the Assignment Form attached hereto duly executed by the Holderhereof; and providedfurther, that the Company shall not berequired to pay any tax or taxes which may be payable in respect of anytransfer involved in the issuance of any Warrant certificates or anycertificates for the Warrant Shares other than the issuance of a WarrantCertificate to the Holder in connection with the Holder’s surrender of aWarrant Certificate upon the exercise of all or less than all of the Warrantsevidenced thereby.

#  

# 6.             Closingof Books. The Company will at no time close its shareholder books orrecords in any manner which interferes with the timely exercise of thisWarrant.

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# 7.             NoRights as Shareholder until Exercise. Subject the provisions of any otherwritten agreement between the Company and the Purchaser, the Purchaser shallnot be entitled to 

 

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# vote or receivedividends or be deemed the holder of Warrant Shares or any other securities ofthe Company that may at any time be issuable on the exercise hereof for anypurpose, nor shall anything contained herein be construed to confer upon thePurchaser, as such, any of the rights of a stockholder of the Company or anyright to vote for the election of directors or upon any matter submitted tostockholders at any meeting thereof, or to give or withhold consent to anycorporate action (whether upon any recapitalization, issuance of stock,reclassification of stock, change of par value, or change of stock to no parvalue, consolidation, merger, conveyance or otherwise) or to receive notice ofmeetings, or to receive dividends or subscription rights or otherwise until theWarrant shall have been exercised as provided herein. However, at the time ofthe exercise of this Warrant pursuant to Section 3 hereof, the Warrant Sharesso purchased hereunder shall be deemed to be issued to such Holder as therecord owner of such shares as of the close of business on the date on whichthis Warrant shall have been exercised.

#  

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

#  

(b)           Notwithstandinganything to the contrary herein, Holder may distribute the Warrant Shares toHolder’s Members on a pro rata basis based on each Member’s percentage interestin Holder.

 

# 9.             Loss,Theft, Destruction or Mutilation of Warrant; Exchange. The Companyrepresents warrants and covenants that (a) upon receipt by the Company ofevidence and/or indemnity reasonably satisfactory to it of the loss, theft,destruction or mutilation of any Warrant or stock certificate representing theWarrant Shares, and in case of loss, theft or destruction, of indemnityreasonably satisfactory to it, and (b) upon surrender and cancellation of suchWarrant or stock certificate, if mutilated, the Company will make and deliver anew Warrant or stock certificate of like tenor and dated as of suchcancellation, in lieu of this Warrant or stock certificate, without any chargetherefor. This Warrant is exchangeable at any time for an equal aggregatenumber of Warrants of different denominations, as requested by the holdersurrendering the same, or in such denominations as may be requested by theHolder following determination of the Exercise Price. No service charge will bemade for such registration or transfer, exchange or reissuance.

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

 

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

#  

11.           WarrantExchange. This Warrant shall be exchangeable at the option of the Holder fora number of shares of the Company’s common stock equal to one-third of the totalnumber of Warrant Shares for which this Warrant is then exercisable, if, by thefirst anniversary of the Issuance Date, either (i) the Warrant Shares are notyet covered by an effective registration statement or (ii) there has been no 10 consecutive trading day period duringwhich the VWAP for the Common Stock has exceeded 133% of the thenapplicable Exercise Price.

 

# 12.           Adjustmentsof Exercise Price and Number of Warrant Shares.

#  

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

 

## (a)           Subdivisions,Combinations, Stock Dividends and other Issuances. If the Company shall, atany time while this Warrant is outstanding, (A) pay a stock dividend orotherwise make a distribution or distributions on any equity securities(including instruments or securities convertible into or exchangeable for suchequity securities) in shares of Common Stock, (B) subdivide outstanding sharesof Common Stock into a larger number of shares, or (C) combine outstandingCommon Stock into a smaller number of shares, then the Exercise Price shall bemultiplied by a fraction, the numerator of which shall be the number of sharesof Common Stock outstanding before such event and the denominator of whichshall be the number of shares of Common Stock outstanding after such event. Anyadjustment made pursuant to this Section 12(a) shall become effectiveimmediately after the record date for the determination of stockholdersentitled to receive such dividend or distribution and shall become effectiveimmediately after the effective date in the case of a subdivision orcombination. The number of shares which may be purchased hereunder shall beincreased or decreased, as applicable, proportionately to any increase or reductionin Exercise Price pursuant to this paragraph 12(a), so that after suchadjustments the aggregate Exercise Price payable hereunder for the increased ordecreased number of shares shall be the same as the aggregate Exercise Price ineffect just prior to such adjustments.

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## (b)           OtherDistributions. If at any time after the date hereof the Company distributesto 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 shallbe increased to equal: (i) the number of Warrant Shares for which this Warrantis 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 shareof Common Stock on the record date for the dividend or distribution minus the 

 

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# amount allocableto one share of Common Stock of the value (as jointly determined in good faithby the Board of Directors of the Company and the Holder) of any and all suchevidences of indebtedness, shares of capital stock, other securities orproperty, so distributed. For purposes of this Warrant, “Fair Market Value”shall equal the average closing tradingprice 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 isnot listed or admitted to trading on any Principal Market, and the averageprice cannot be determined as contemplated above, the Fair Market Value of theCommon Stock shall be as reasonably determined in good faith by the Company’sBoard 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 ofWarrant 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 thisWarrant is exercisable immediately after the adjustment. “Principal Market”shall mean the NASDAQ National Market or such other principal market orexchange on which the Common Stock is then listed for trading.

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## (c)           Merger,etc. If at any time after the date hereof there shall be a merger orconsolidation of the Company with or into or a transfer of all or substantiallyall of the assets of the Company to another entity, then the Holder shall beentitled to receive upon or after such transfer, merger or consolidationbecoming effective, and upon payment of the Exercise Price then in effect, thenumber of shares or other securities or property of the Company or of the successorcorporation resulting from such merger or consolidation, which would have beenreceived by the Holder for the shares of stock subject to this Warrant had thisWarrant been exercised just prior to such transfer, merger or consolidationbecoming 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 substantiallyas an entirety to another corporation, unless the corporation resulting fromsuch merger or consolidation (if not the Company), or such transfereecorporation, as the case may be, shall expressly assume in writing the due andpunctual performance and observance of each and every covenant and condition ofthis Warrant to be performed and observed by the Company.

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

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

 

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# such issue or saleto an amount determined by multiplying the Exercise Price then in effect by afraction, (x) the numerator of which shall be the sum of (1) the number ofshares of Common Stock outstanding immediately prior to such issue or sale,plus (2) the number of shares of Common Stock which the aggregate considerationreceived by the Company for such additional shares would purchase at theExercise Price then in effect; and (y) the denominator of which shall be thenumber of shares of Common Stock of the Company outstanding immediately aftersuch issue or sale. “Additional Shares of Common Stock” shall mean anysecurities which are convertible into or exchangeable for its Common Stock orany convertible securities, or any warrants or other rights to subscribe for orto purchase or any options for the purchase of its Common Stock or any such convertiblesecurities other than: (a) shares of Common Stock or options to employees,consultants, officers or directors of the Company pursuant to any stock oroption plan duly adopted by a majority of the non-employee members of the Boardof Directors of the Company or a majority of the members of a committee ofnon-employee directors established for such purpose, (b) securities issuedpursuant to the Credit Agreement or upon the exercise of or conversion of anysecurities issued pursuant to the Credit Agreement, convertible securities,options or warrants issued and outstanding on the date hereof, provided thatsuch securities have not been amended since the date hereof to increase thenumber of such securities or to decrease the exercise or conversion price ofany such securities, (c) warrants issued to an institutional lender licensed assuch by a governmental agency in direct connection to a loan for money borrowedor as otherwise permitted under the Credit Agreement, provided such warrant isissued with a strike price at least equal to the market price of the CommonStock on the date of such issuance and is not subject to further priceadjustment in respect of subsequent issuances of Common Stock or Common Stockequivalents at a price below such strike price; (d) Common Stock issued inconnection with the settlement of claims or litigation up to an aggregatemaximum 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 underagreements executed by the Company prior to the date hereof. For the purposesof the foregoing adjustments, in the case of the issuance of any convertiblesecurities, warrants, options or other rights to subscribe for or to purchaseor exchange for, shares of Common Stock (“Convertible Securities”), themaximum number of shares of Common Stock issuable upon exercise, exchange orconversion of such Convertible Securities shall be deemed to be outstanding,provided that no further adjustment shall be made upon the actual issuance ofCommon Stock upon exercise, exchange or conversion of such ConvertibleSecurities.

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

 

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# 13.           VoluntaryAdjustment by the Company. The Company may at its option, at any timeduring the term of this Warrant, reduce but not increase the then currentExercise Price to any amount and for any period of time deemed appropriate bythe Board of Directors of the Company.

#  

# 14.           Noticeof Adjustment. Whenever the number of Warrant Shares or number or kind ofsecurities or other property purchasable upon the exercise of this Warrant orthe Exercise Price is adjusted, the Company shall promptly mail to the Holderof this Warrant a notice setting forth the number of Warrant Shares (and othersecurities or property) purchasable upon the exercise of this Warrant and theExercise Price of such Warrant Shares after such adjustment and setting forththe computation of such adjustment and a brief statement of the facts requiringsuch adjustment.

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# 15.           AuthorizedShares. The Company covenants that during the period the Warrant isoutstanding and exercisable, it will reserve from its authorized and unissuedCommon Stock a sufficient number of shares to provide for the issuance of theWarrant Shares upon the exercise of any and all purchase rights under thisWarrant. The Company further covenants that its issuance of this Warrant shallconstitute full authority to its officers who are charged with the duty ofexecuting stock certificates to execute and issue the necessary certificatesfor the Warrant Shares upon the exercise of the purchase rights under thisWarrant. The Company will take all such reasonable action as may be necessaryto assure that such Warrant Shares may be issued as provided herein withoutviolation of any applicable law, regulation, or rule of any applicable marketor exchange.

#  

16.           Compliancewith Securities Laws. (a) The Holder hereof acknowledges that the WarrantShares acquired upon the exercise of this Warrant, if not registered (or if noexemption from registration exists), will have restrictions upon resale imposedby state and federal securities laws. Each certificate representing the WarrantShares issued to the Holder upon exercise (if not registered, for resale orotherwise, or if no exemption from registration exists) will bear substantiallythe following legend:

 

THE SHARES REPRESENTED BYTHIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGECOMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON ANEXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIESACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISEDISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THESECURITIES ACT OR UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL IN AFORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SALE IS PERMISSIBLEPURSUANT TO AN AVAILABLE EXEMPTION FROM OR IS NOT SUBJECT TO THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT AND IS IN ACCORDANCE WITH APPLICABLE STATESECURITIES LAWS.

 

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(b)           Withoutlimiting the Purchaser’s right to transfer, assign or otherwise convey theWarrant or Warrant Shares in compliance with all applicable securities laws,the Holder of this Warrant, by acceptance hereof, acknowledges that thisWarrant and the Warrant Shares to be issued upon exercise hereof are beingacquired solely for the Purchaser’s own account and not as a nominee for anyother party, and that the Purchaser will not offer, sell or otherwise disposeof this Warrant or any Warrant Shares to be issued upon exercise hereof exceptunder circumstances that will not result in a violation of applicable federaland state securities laws.

 

# 17.           Miscellaneous.

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## (a)           IssueDate; Choice of Law; Venue; Jurisdiction. The provisions of this Warrantshall be construed and shall be given effect in all respects as if it had beenissued and delivered by the Company on the date hereof. This Warrant shall bebinding upon any successors or assigns of the Company. This Warrant will beconstrued and enforced in accordance with and governed by the laws of the Stateof New York, except for matters arising under the Act, without reference toprinciples of conflicts of law. Each of the parties consents to the exclusivejurisdiction of the Federal and State Courts sitting in the County of New Yorkin the State of New York in connection with any dispute arising under thisWarrant and hereby waives, to the maximum extent permitted by law, anyobjection, including any objection based on forumnonconveniensor venue, to the bringing of any such proceeding in such jurisdiction.

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## (b)           Modificationand Waiver. This Warrant and any provisions hereof may be changed, waived,discharged or terminated only by an instrument in writing signed by the partyagainst which enforcement of the same is sought. Any amendment effected inaccordance with this paragraph shall be binding upon the Purchaser, each futureholder of this Warrant and the Company. No waivers of, or exceptions to, anyterm, 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 anysuch term, condition or provision.

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## (c)           Notices.Any notice or other communication required or permitted to be given hereundershall be in writing by facsimile, mail or personal delivery and shall beeffective upon actual receipt of such notice. The addresses for suchcommunications shall be to the addresses as shown on the books of the Companyor to the Company at the address set forth in the Credit Agreement. A party mayfrom time to time change the address to which notices to it are to be deliveredor mailed hereunder by notice in accordance with the provisions of this Section17(c).

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

 

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# jurisdiction as ifsuch invalid, illegal or unenforceable provision had never been containedherein.

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(e)           SpecificEnforcement. The Company and the Holder acknowledge and agree thatirreparable damage would occur in the event that any of the provisions of thisWarrant were not performed in accordance with their specific terms or wereotherwise breached. It is accordingly agreed that the parties shall be entitledto an injunction or injunctions to prevent or cure breaches of the provisionsof 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 beentitled by law or equity.

 

*[SignaturePage Follows]*

 

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IN WITNESS WHEREOF, theCompany has caused this Warrant to be executed by its officers thereunto dulyauthorized.

 

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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NOTICEOF EXERCISE

 

To:          VistulaCommunications Services, Inc.

 

(1)           Theundersigned hereby elects to exercise the attached Warrant for and to purchasethereunder,             shares of Common Stock, and herewith makes payment therefor of $              .

 

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

 
|   |      |   |
|--------|-----------|--------|
|   |      |   |
|   | (Name)    |   |
|   |      |   |
|   |      |   |
|   | (Address) |   |
|   |      |   |

 

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

 
|      |        |   |
|-----------|-------------|--------|
|      | (Name)      |
|      |        |
|      |        |   |   |
| (Date)    | (Signature) |
|      |        |   |
|      | (Address)   |
|      |        |
| Dated:    |        |
|      |        |
|      |        |   |
| Signature |        |
|           |             |        |  |  |

 

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**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 allrights evidenced thereby are hereby assigned to

 

                                                                                              whose address is

 

                                                                                                                              .

 

                                                                                                                              

 
|                   |                      |   | Dated: |   | , |
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|                   | Holder’s  Signature: |   |   |
|                   |                      |   |   |
|                   | Holder’s  Address:   |   |   |
|                   |                      |   |   |
|                   |                      |   |   |
|                   |                      |
|                   |                      |
| Signature  Guaranteed: |                      |   |
|                        |                           |        |        |        |   |  |  |  |

 

 

NOTE:  The signature to this Assignment Form mustcorrespond with the name as it appears on the face of the Warrant, withoutalteration or enlargement or any change whatsoever, and must be guaranteed by abank or trust company. Officers of corporations and those acting in a fiduciaryor other representative capacity should file proper evidence of authority toassign the foregoing Warrant.

 

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