RECITALSStockholders Agreement • August 14th, 2001 • Velocita Corp • Telephone communications (no radiotelephone) • New York
As of October 1, 2001 Mr. Robert Annunziata 95 Minisink Road Short Hills, NJ 07078 Dear Bob: This letter ("Letter Agreement") will confirm the terms of the profit participation arrangement between you and Odyssey Investment Partners Fund, LP, Odyssey...Letter Agreement • November 14th, 2001 • Velocita Corp • Telephone communications (no radiotelephone) • New York
INDENTUREPf Net Communications Inc • June 19th, 2000 • New York
EXHIBIT 10.1 THE SYMBOL '***' IS USED THROUGHOUT THIS EXHIBIT TO INDICATE THAT THE PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CREDIT AGREEMENTCredit Agreement • March 5th, 2002 • Velocita Corp • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 2 TOStockholders Agreement • June 19th, 2000 • Pf Net Communications Inc
Page ---- 1. Purchase and Sale of Stock..................................................1 1.1 Sale and Issuance of Series B Preferred Stock.........................1 1.2 Closing...............................................................1 1.3...Stock Purchase Agreement • March 5th, 2002 • Velocita Corp • Telephone communications (no radiotelephone) • New York
RECITALEmployment Agreement • June 19th, 2000 • Pf Net Communications Inc • Delaware
Exhibit 10.7 TRUST AGREEMENTTrust Agreement • June 19th, 2000 • Pf Net Communications Inc • New York
EXHIBIT 10.25 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of March 31, 2000, by and between, PF Net Communications, Inc., a Delaware corporation (the "Company"), and Anthony D. Martin, residing at 2113 Polo Point Drive, Vienna Virginia 22181...Employment Agreement • June 19th, 2000 • Pf Net Communications Inc • Delaware
Exhibit 4.4 REGISTRATION RIGHTS AGREEMENT Dated as of May 10, 2000Registration Rights Agreement • June 19th, 2000 • Pf Net Communications Inc • New York
AMENDMENT NO. 1Stockholders Agreement • June 19th, 2000 • Pf Net Communications Inc
DATED AS OFCredit Agreement • June 19th, 2000 • Pf Net Communications Inc • New York
RECITALEmployment Agreement • June 19th, 2000 • Pf Net Communications Inc • Delaware
WITNESSETH:Assignment and Assumption • June 19th, 2000 • Pf Net Communications Inc
THIS ASSIGNMENT AND ASSUMPTION made this 29th day of October, 1999, by PF.NET Network Services Corp., a Delaware corporation (formerly PF.NET, L.L.C.) ("Assignor"), and PF.Net Supply Corp., a Delaware corporation ("Assignee").
WAIVERWaiver • April 16th, 2002 • Velocita Corp • Telephone communications (no radiotelephone) • New York
RECITALSStockholders Agreement • June 19th, 2000 • Pf Net Communications Inc • New York
May 9, 2001Velocita Corp • May 10th, 2001 • Telephone communications (no radiotelephone)
Pursuant to Section 2.02(b) of the Warrant Agreement dated May 10, 2000 by and between the Company and United States Trust Company of New York (the "Warrant Agreement," capitalized terms used herein without definition having the meanings given to such terms in the Warrant Agreement), Velocita Corp. ("Velocita") (formerly known as PF.Net Communications, Inc.) is obligated to issue Warrants to acquire an additional 2,765,432 shares of Common Stock unless Velocita has completed a Qualified Issuance on or prior to the Second Contingent Warrant Issue Date. The "Second Contingent Warrant Issue Date" is defined as May 10, 2001, provided that such date shall be extended by 30 days if on such date the Company shall have either (1) filed a registration statement with the SEC, or (2) be engaged in negotiations with respect to a Strategic Equity Investment or Investments, and the Company shall in either case have a reasonable and good faith belief that such offering or Strategic Equity Investment
s/ David L. Taylor /s/ Cory Ellsworth --------------------------------- -------------------------------------- Name Name April 6, 2001 April 3, 2001 --------------------------------- -------------------------------------- Date Date Cisco Systems, Inc....Service Provider Agreement • March 5th, 2002 • Velocita Corp • Telephone communications (no radiotelephone)
ACCEPTANCE SHALL BE INDICATED BY SIGNING AND RETURNING DUPLICATEGeneral Purchase Agreement • April 16th, 2002 • Velocita Corp • Telephone communications (no radiotelephone)
AMENDMENT NUMBER ONE TO THE MASTER SUPPLY AGREEMENT BETWEEN PF.NET SUPPLY CORP. AND LUCENT TECHNOLOGIES INC.Master Supply Agreement • June 19th, 2000 • Pf Net Communications Inc
SECOND WAIVERSecond Waiver • April 16th, 2002 • Velocita Corp • Telephone communications (no radiotelephone) • New York
Page ---- 1. Purchase and Sale of Stock..................................................1 1.1 Sale and Issuance of Series B Preferred Stock.........................1 1.2 Closing...............................................................1 1.3...Convertible Preferred Stock Purchase Agreement • May 15th, 2001 • Velocita Corp • Telephone communications (no radiotelephone) • New York
NO. 4569177 AMENDMENT NO. 2 BETWEEN AT&T CORP. AND PF.NET, CORP.System Agreement • March 30th, 2001 • Velocita Corp • Telephone communications (no radiotelephone)
As of October 1, 2001 Mr. Robert Annunziata 95 Minisink Road Short Hills, NJ 07078 Dear Bob: This letter ("Letter Agreement") will confirm the terms of your employment with Velocita Corporation (the "Company"), where you will serve as the Executive...Letter Agreement • November 14th, 2001 • Velocita Corp • Telephone communications (no radiotelephone) • New York
Exhibit 10.26 INCOME TAX SHARING AGREEMENT THIS INCOME TAX SHARING AGREEMENT ("Agreement"), made this 29th day of October 1999, by and among PF.NET HOLDINGS, LIMITED, a Delaware corporation ("Holdings") and PF.NET CORP., a Delaware corporation...Income Tax Sharing Agreement • June 19th, 2000 • Pf Net Communications Inc • New York
EXHIBIT 10.4 AMENDED AND RESTATED FIBER SALE AGREEMENTFiber Sale Agreement • August 14th, 2001 • Velocita Corp • Telephone communications (no radiotelephone) • New York
Exhibit 10.6 FIRST AMENDMENT TO LOAN DOCUMENTSPf Net Communications Inc • June 19th, 2000 • New York
Exhibit 10.18 [LOGO] AT&T AT&T Master Carrier AgreementPf Net Communications Inc • July 17th, 2000 • Telephone communications (no radiotelephone) • New York
EXECUTION COPY MASTER SUPPLY,Master Supply • June 19th, 2000 • Pf Net Communications Inc • New York
Exhibit 10.8 Amendment #1 Amended and Restated fiber Purchase Agreement 12/7/01Velocita Corp • April 16th, 2002 • Telephone communications (no radiotelephone)
RECITALSFiber Optic System Agreement • July 17th, 2000 • Pf Net Communications Inc • Telephone communications (no radiotelephone) • New York
May 12, 2000 Mr. Robert Annunziata 95 Minisink Road Short Hills, NJ 07078 Dear Bob, This letter ("Letter Agreement") will confirm the terms of your affiliation with PF Net Communications, Inc. (the "Company"), where you will serve as non-executive...Letter Agreement • June 19th, 2000 • Pf Net Communications Inc • New York
EXHIBIT 10.12 MASTER SECONDMENT BORROWED SERVANT AGREEMENT This Master Secondment Borrowed Servant Agreement (this "Agreement") is entered into as of this 1st day of November, 1999, by and between PF Telecom LLC, a Delaware Corporation ("PFT") and...Master Secondment Borrowed Servant Agreement • June 19th, 2000 • Pf Net Communications Inc • Washington
EXHIBIT 10.13 AMENDMENT OF MASTER SECONDMENT AGREEMENT This Amendment of Master Secondment Agreement ("Amendment Agreement") isMaster Secondment Agreement • June 19th, 2000 • Pf Net Communications Inc
Whereas, PF Telecom Holdings and PF entered into that certain Master Secondment Agreement as of the 29th day of October, 1999 ("Secondment Agreement").
RECITALSReciprocal Iru Lease and Exchange Option Agreement • June 19th, 2000 • Pf Net Communications Inc • New York
