Standard Contracts
1 EXHIBIT 99.1 NEXT LEVEL COMMUNICATIONS, INC. CREDIT AGREEMENT (Multi-Draw Term Loan Facility) Dated as of May 16, 2001Credit Agreement • May 29th, 2001 • Next Level Communications Inc • Telephone & telegraph apparatus • New York
WARRANT NO. SERIES A-1 003 NEXT LEVEL COMMUNICATIONS, INC. COMMON STOCK PURCHASE WARRANT For good and valuable consideration, NEXT LEVEL COMMUNICATIONS, INC., a Delaware corporation (the "Company"), hereby grants to MOTOROLA, INC., a Delaware...Warrant Agreement • October 1st, 2002 • Next Level Communications Inc • Telephone & telegraph apparatus
EXHIBIT 10.24Employment Agreement • April 1st, 2002 • Next Level Communications Inc • Telephone & telegraph apparatus • California
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • June 19th, 2001 • Next Level Communications Inc • Telephone & telegraph apparatus • Iowa
WARRANT NO. 010 NEXT LEVEL COMMUNICATIONS, INC. COMMON STOCK PURCHASE WARRANT For good and valuable consideration, NEXT LEVEL COMMUNICATIONS, INC., a Delaware corporation (the "COMPANY"), hereby grants to MOTOROLA, INC., a Delaware Corporation (the...Common Stock Purchase Warrant • February 4th, 2003 • Next Level Communications Inc • Telephone & telegraph apparatus
WARRANT NO. SERIES A-2 002 NEXT LEVEL COMMUNICATIONS, INC. COMMON STOCK PURCHASE WARRANT For good and valuable consideration, NEXT LEVEL COMMUNICATIONS, INC., a Delaware corporation (the "Company"), hereby grants to MOTOROLA, INC., a Delaware...Warrant Agreement • December 20th, 2002 • Next Level Communications Inc • Telephone & telegraph apparatus
SECTION 1. ISSUANCE OF THE SHARES AND THE WARRANTS.Securities Purchase Agreement • December 20th, 2002 • Next Level Communications Inc • Telephone & telegraph apparatus • New York
SHARESUnderwriting Agreement • June 14th, 2000 • Next Level Communications Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.14 BANK OF AMERICA BUSINESS LOAN AGREEMENT This Agreement dated as of December 27, 1999, is between Bank of America, N.A. (the "Bank") and Next Level Communications, Inc. (the "Borrower"). 1. LINE OF CREDIT AMOUNT AND TERMS 1.1 LINE OF...Business Loan Agreement • June 14th, 2000 • Next Level Communications Inc • Telephone communications (no radiotelephone) • California
AMENDMENT NO. 2 to the REGISTRATION RIGHTS AGREEMENT dated as of June 25, 2002 between NEXT LEVEL COMMUNICATIONS, INC and MOTOROLA, INCRegistration Rights Agreement • December 20th, 2002 • Next Level Communications Inc • Telephone & telegraph apparatus
1 Exhibit 10.11 MANUFACTURING AGREEMENT THIS MANUFACTURING AGREEMENT is effective as of February 01, 1999 between NEXT LEVEL COMMUNICATIONS, LLP (hereinafter referred to as BUYER) located at 6085 State Farm Drive, Rohnert Park, CA 94928 and CMC...Manufacturing Agreement • September 9th, 1999 • Next Level Communications Inc • Telephone communications (no radiotelephone) • Mississippi
1 Exhibit 9.1 VOTING TRUST AGREEMENT (this "Agreement"), dated as of _____ ___, 1999, by and among GENERAL INSTRUMENT CORPORATION, a Delaware corporation ("Holder"), NEXT LEVEL COMMUNICATIONS, INC., a Delaware corporation ("NLC"), and CHASE MELLON...Voting Trust Agreement • October 12th, 1999 • Next Level Communications Inc • Telephone communications (no radiotelephone) • Delaware
SECTION 1. ISSUANCE OF THE SHARES AND THE WARRANTS.Securities Purchase Agreement • June 27th, 2002 • Next Level Communications Inc • Telephone & telegraph apparatus • New York
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of November 9, 1999 (this "Agreement"), among General Instrument Corporation, a Delaware corporation ("General Instrument"), Spencer Trask Investors LLC, a Delaware...Merger Agreement • November 9th, 1999 • Next Level Communications Inc • Telephone communications (no radiotelephone) • New York
ARTICLE I DEFINITIONSRegistration Rights Agreement • November 9th, 1999 • Next Level Communications Inc • Telephone communications (no radiotelephone) • Delaware
AGREEMENTSRegistration Rights Agreement • June 19th, 2001 • Next Level Communications Inc • Telephone & telegraph apparatus • Delaware
AMENDMENT NO. 4Credit Agreement • April 1st, 2002 • Next Level Communications Inc • Telephone & telegraph apparatus
EXHIBIT 10.1 INDEMNIFICATION AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into as of ____ __, 1999 between Next Level Communications, Inc., a Delaware corporation ("the Company"), and _____________________ ("Indemnitee"). WITNESSETH...Indemnification Agreement • August 27th, 1999 • Next Level Communications Inc • Delaware
1 EXHIBIT 99.3 NEXT LEVEL COMMUNICATIONS, INC. FORM OF COMMON STOCK PURCHASE WARRANT For good and valuable consideration, NEXT LEVEL COMMUNICATIONS, INC., a Delaware corporation (the "Company"), hereby grants to MOTOROLA, INC., a Delaware Corporation...Common Stock Purchase Warrant • May 29th, 2001 • Next Level Communications Inc • Telephone & telegraph apparatus
RECITALSAmendment No. 1 • November 3rd, 1999 • Next Level Communications Inc • Telephone communications (no radiotelephone) • Colorado
RECITALSEnvironmental Indemnity Agreement • February 4th, 2003 • Next Level Communications Inc • Telephone & telegraph apparatus • California
ARTICLE I THE MERGERSMerger Agreement • October 12th, 1999 • Next Level Communications Inc • Telephone communications (no radiotelephone) • New York
1 EXHIBIT 9.1 VOTING TRUST AGREEMENT (this "Agreement"), dated as of November __, 1999, by and among GENERAL INSTRUMENT CORPORATION, a Delaware corporation ("Holder"), NEXT LEVEL COMMUNICATIONS, INC., a Delaware corporation ("NLC"), and CHASEMELLON...Voting Trust Agreement • November 9th, 1999 • Next Level Communications Inc • Telephone communications (no radiotelephone) • Delaware
1 EXHIBIT 99.2 SECURITY AGREEMENT Dated as of May 16, 2001Security Agreement • May 29th, 2001 • Next Level Communications Inc • Telephone & telegraph apparatus • New York
AMENDMENT NO. 5Credit Agreement • February 4th, 2003 • Next Level Communications Inc • Telephone & telegraph apparatus
EXHIBIT 10.1 SEVERANCE AGREEMENT AND GENERAL RELEASE This Severance Agreement and General Release (the "Agreement") is entered into between Pete Keeler ("Employee") and Next Level Communications, Inc. ("Next Level" or the "Company") as of December 4,...Severance Agreement • May 15th, 2001 • Next Level Communications Inc • Telephone & telegraph apparatus • California
AMENDMENT NO. 2Credit Agreement • November 14th, 2001 • Next Level Communications Inc • Telephone & telegraph apparatus
Warrant No. Series A 003 NEXT LEVEL COMMUNICATIONS, INC. COMMON STOCK PURCHASE WARRANT For good and valuable consideration, NEXT LEVEL COMMUNICATIONS, INC., a Delaware corporation (the "Company"), hereby grants to MOTOROLA, INC., a Delaware...Common Stock Purchase Warrant • February 4th, 2003 • Next Level Communications Inc • Telephone & telegraph apparatus
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • March 11th, 2003 • Next Level Communications Inc • Telephone & telegraph apparatus • Delaware
This Indemnity Agreement (“Agreement”) is made as of , 2003 by and between Next Level Communications, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
Warrant No. 012 NEXT LEVEL COMMUNICATIONS, INC. COMMON STOCK PURCHASE WARRANT For good and valuable consideration, NEXT LEVEL COMMUNICATIONS, INC., a Delaware corporation (the "Company"), hereby grants to MOTOROLA, INC., a Delaware Corporation (the...Common Stock Purchase Warrant • February 4th, 2003 • Next Level Communications Inc • Telephone & telegraph apparatus
AMENDMENT NO. 3Credit Agreement • November 14th, 2001 • Next Level Communications Inc • Telephone & telegraph apparatus
2 3 This Contractor Manufacturing Agreement (the "Agreement") is made and entered into as of the __ day of _______) 1997 (the "Effective Date") by and between Next Level Communications (the "Buyer") and SCI Technology, Inc. (the "Seller").Contractor Manufacturing Agreement • November 3rd, 1999 • Next Level Communications Inc • Telephone communications (no radiotelephone) • California
ARTICLE I DEFINITIONSCorporate and Intercompany Agreement • November 9th, 1999 • Next Level Communications Inc • Telephone communications (no radiotelephone) • Delaware
AMENDMENT NO. 5Credit Agreement • August 14th, 2002 • Next Level Communications Inc • Telephone & telegraph apparatus
1 THIS PATENT AND TECHNICAL INFORMATION CROSS-LICENSE AGREEMENT is entered into by Next Level Communications, Inc. ("NLC") and General Instrument Corporation ("GI"), dated this ____ day of November, 1999, and effective as of the Effective Date (as...Patent and Technical Information Cross-License Agreement • November 9th, 1999 • Next Level Communications Inc • Telephone communications (no radiotelephone) • New York
