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...Next Level Communications Inc • October 1st, 2002 • 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 MERGERAgreement and Plan of Merger • June 19th, 2001 • Next Level Communications Inc • Telephone & telegraph apparatus • Iowa
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...Next Level Communications Inc • February 4th, 2003 • Telephone & telegraph apparatus
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...Next Level Communications Inc • February 4th, 2003 • Telephone & telegraph apparatus
SHARESNext Level Communications Inc • June 14th, 2000 • Telephone communications (no radiotelephone) • New York
SECTION 1. ISSUANCE OF THE SHARES AND THE WARRANTS.Securities Purchase Agreement • December 20th, 2002 • Next Level Communications Inc • Telephone & telegraph apparatus • New York
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...Next Level Communications Inc • May 29th, 2001 • Telephone & telegraph apparatus
AMENDMENT NO. 4Next Level Communications Inc • April 1st, 2002 • Telephone & telegraph apparatus
AMENDMENT NO. 2Next Level Communications Inc • November 14th, 2001 • Telephone & telegraph apparatus
RECITALSNext Level Communications Inc • November 3rd, 1999 • Telephone communications (no radiotelephone) • Colorado
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
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
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...Agreement and Plan of Merger • November 9th, 1999 • Next Level Communications Inc • Telephone communications (no radiotelephone) • New York
WARRANT NO. SERIES A-1 ___ 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...Next Level Communications Inc • June 27th, 2002 • 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").Next Level Communications Inc • September 9th, 1999 • Telephone communications (no radiotelephone) • California
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 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
ARTICLE I DEFINITIONSRegistration Rights Agreement • November 9th, 1999 • Next Level Communications Inc • Telephone communications (no radiotelephone) • Delaware
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
AGREEMENTSRegistration Rights Agreement • June 19th, 2001 • Next Level Communications Inc • Telephone & telegraph apparatus • Delaware
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
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...Next Level Communications Inc • February 4th, 2003 • Telephone & telegraph apparatus
RECITALSEnvironmental Indemnity Agreement • February 4th, 2003 • Next Level Communications Inc • Telephone & telegraph apparatus • California
RECITALSNext Level Communications Inc • September 9th, 1999 • Telephone communications (no radiotelephone) • Colorado
EXHIBIT 10.13 THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY...Next Level Communications Inc • November 9th, 1999 • Telephone communications (no radiotelephone)
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
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
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 and General Release • May 15th, 2001 • Next Level Communications Inc • Telephone & telegraph apparatus • California
ARTICLE I DEFINITIONSCorporate and Intercompany Agreement • November 9th, 1999 • Next Level Communications Inc • Telephone communications (no radiotelephone) • Delaware
AMENDMENT NO. 7Next Level Communications Inc • February 4th, 2003 • Telephone & telegraph apparatus
Article II REGISTRATION RIGHTSRegistration Rights Agreement • February 4th, 2003 • Next Level Communications Inc • Telephone & telegraph apparatus • New York
FORM OF INDEMNITY AGREEMENTForm of Indemnity 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”).
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").Next Level Communications Inc • November 3rd, 1999 • Telephone communications (no radiotelephone) • California
