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
