RECITALSStockholders Agreement • August 14th, 2001 • Velocita Corp • Telephone communications (no radiotelephone) • 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
AMENDMENT NO. 1Stockholders Agreement • June 19th, 2000 • Pf Net Communications Inc
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
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...Employment Agreement • November 14th, 2001 • Velocita Corp • Telephone communications (no radiotelephone) • New York
INDENTUREIndenture • June 19th, 2000 • Pf Net Communications Inc • New York
SECOND WAIVERWaiver • April 16th, 2002 • Velocita Corp • Telephone communications (no radiotelephone) • New York
DATED AS OFCredit Agreement • June 19th, 2000 • Pf Net Communications Inc • New York
Exhibit 10.6 FIRST AMENDMENT TO LOAN DOCUMENTSLoan 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").
RECITALSStockholders Agreement • June 19th, 2000 • Pf Net Communications Inc • New York
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)
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
ACCEPTANCE SHALL BE INDICATED BY SIGNING AND RETURNING DUPLICATEGeneral Purchase Agreement • April 16th, 2002 • Velocita Corp • Telephone communications (no radiotelephone)
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
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...Profit Participation Agreement • November 14th, 2001 • Velocita Corp • Telephone communications (no radiotelephone) • 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 10.18 [LOGO] AT&T AT&T Master Carrier AgreementMaster Carrier Agreement • July 17th, 2000 • Pf Net Communications Inc • Telephone communications (no radiotelephone) • New York
NO. 4569177 AMENDMENT NO. 2 BETWEEN AT&T CORP. AND PF.NET, CORP.Fiber Optic System Agreement • March 30th, 2001 • Velocita Corp • Telephone communications (no radiotelephone)
June 8, 2001Warrant Agreement • June 8th, 2001 • Velocita Corp • 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.) was obligated to issue Warrants to acquire an additional 2,765,432 shares of Common Stock unless Velocita completed a Qualified Issuance on or prior to the Second Contingent Warrant Issue Date. The "Second Contingent Warrant Issue Date" was May 10, 2001, provided that such date was extended by 30 days in accordance with the Warrant Agreement because Velocita was engaged in negotiations with respect to a Strategic Equity Investment and Velocita had a reasonable and good faith belief that such Strategic Equity Investment would be consummated and would meet the requirements of a Qualified Issuance. Velocita notified you on May 9, 2001
Exhibit 10.8 Amendment #1 Amended and Restated fiber Purchase Agreement 12/7/01Fiber Purchase Agreement • April 16th, 2002 • Velocita Corp • Telephone communications (no radiotelephone)
EXECUTION COPY MASTER SUPPLY,Master Supply, Services, and System Agreement • June 19th, 2000 • Pf Net Communications Inc • 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...Chairman 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
Exhibit 10.39 SEPARATION AND RELEASE AGREEMENT THIS SEPARATION AND RELEASE AGREEMENT (the "Agreement") is made and entered into by and between Donald W. Bolar (the "Executive") and Velocita Corp. (the "Company") (collectively, the "Parties"). WHEREAS,...Separation and Release Agreement • April 16th, 2002 • Velocita Corp • Telephone communications (no radiotelephone) • Virginia
WITNESSETH:Fiber Networks Development Agreement • June 19th, 2000 • Pf Net Communications Inc
AMENDMENT NO. 1 TO AMENDED AND RESTATED FIBER NETWORKS DEVELOPMENT AGREEMENTFiber Networks Development Agreement • June 19th, 2000 • Pf Net Communications Inc
