EXHIBIT 1.1 SERIES B COMMON STOCK (par value $.0001 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • February 16th, 2000 • Firstworld Communications Inc • Telephone communications (no radiotelephone) • New York
NON-QUALIFIED STOCK OPTION AGREEMENT OF FIRSTWORLD COMMUNICATIONS, INC.Non-Qualified Stock Option Agreement • April 14th, 1999 • Firstworld Communications Inc • Telephone communications (no radiotelephone) • Delaware
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL...Firstworld Communications Inc • June 26th, 1998 • California
2.2 Intellectual Property. Lessee acknowledges that neither this Agreement nor any Lease conveys any explicit or implicit license for the use of software or other intellectual property of Cisco Systems, Inc. or its affiliates relating to the Equipment...Master Agreement • August 8th, 2001 • Verado Holdings Inc • Telephone communications (no radiotelephone) • California
Exhibit 10.25 FIRSTWORLD COMMUNICATIONS, INC. STOCK OPTION AGREEMENT Capitalized terms used herein but not otherwise defined herein, shall have the meanings assigned to such terms in that certain Employment Agreement, dated as of October 1, 1998, by...Stock Option Agreement • December 22nd, 1998 • Firstworld Communications Inc • Telephone communications (no radiotelephone) • California
ARTICLE I DEFINITIONSIncentive Stock Option Agreement • April 14th, 1999 • Firstworld Communications Inc • Telephone communications (no radiotelephone) • Delaware
THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of October 20, 2000, --------- is by and between FirstWorld Communications, Inc., a Delaware corporation (theEmployment Agreement • November 14th, 2000 • Firstworld Communications Inc • Telephone communications (no radiotelephone) • Colorado
EXHIBIT 10.46 STOCK PURCHASE AGREEMENT TABLE OF CONTENTSStock Purchase Agreement • February 16th, 2000 • Firstworld Communications Inc • Telephone communications (no radiotelephone) • Colorado
RECITALEmployment Agreement • December 22nd, 1998 • Firstworld Communications Inc • Telephone communications (no radiotelephone) • Colorado
RECITALEmployment Agreement • December 22nd, 1998 • Firstworld Communications Inc • Telephone communications (no radiotelephone) • Colorado
BETWEENOffice Lease • August 16th, 1999 • Firstworld Communications Inc • Telephone communications (no radiotelephone) • Colorado
470,000 Units Consisting of $470,000,000 Principal Amount at Maturity of 13% Senior Discount Notes due 2008 and Warrants to Purchase 3,713,094 Shares of Series B Common StockPurchase Agreement • June 26th, 1998 • Firstworld Communications Inc
3. Position and Duties. During the Employment Period, Executive shall ------------------- serve as Vice President of Finance and Treasurer of the Company. Executive shall devote such time, attention and energies to Company affairs as are necessary to...Employment Agreement • May 17th, 1999 • Firstworld Communications Inc • Telephone communications (no radiotelephone) • Colorado
Exhibit 10.37 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement (this "Amendment") is made as of May 20, 1999 by and between FirstWorld Communications, Inc. and Sheldon S. Ohringer.Employment Agreement • August 16th, 1999 • Firstworld Communications Inc • Telephone communications (no radiotelephone)
Face of Note) ----------------------------------------------------------------- --------------- --------------------------------------------------------------- ----------------- "FOR THE PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE...Firstworld Communications Inc • June 26th, 1998
RECITALEmployment Agreement • February 12th, 1999 • Firstworld Communications Inc • Telephone communications (no radiotelephone) • Colorado
EMPLOYMENT AGREEMENTEmployment Agreement • December 22nd, 1998 • Firstworld Communications Inc • Telephone communications (no radiotelephone) • Colorado
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT AND AMENDMENT TO STOCK OPTION AGREEMENTSEmployment Agreement • November 14th, 2000 • Firstworld Communications Inc • Telephone communications (no radiotelephone)
RECITALSEmployment Agreement • March 30th, 2001 • Verado Holdings Inc • Telephone communications (no radiotelephone) • Colorado
FIRST AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 22nd, 1998 • Firstworld Communications Inc • Telephone communications (no radiotelephone)
EXHIBIT 10.48Employment Agreement • February 16th, 2000 • Firstworld Communications Inc • Telephone communications (no radiotelephone)
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT AND AMENDMENT TO STOCK OPTION AGREEMENTSEmployment Agreement • November 14th, 2000 • Firstworld Communications Inc • Telephone communications (no radiotelephone)
EXHIBIT 10.9 FIRSTWORLD COMMUNICATIONS, INC. AMENDMENT OF SECURITYHOLDERS AGREEMENT This AMENDMENT OF SECURITYHOLDERS AGREEMENT (the "Amendment"), effective as of December 2, 1999, is entered into by and among FirstWorld Communication, Inc. (the...Securityholders Agreement • December 22nd, 1999 • Firstworld Communications Inc • Telephone communications (no radiotelephone)
New York, New York April 13, 1998 Bear, Stearns & Co. Inc. As Representative of the Initial Purchasers 245 Park Avenue New York, New York 10167 Ladies and Gentlemen: FirstWorld Communications, Inc., a California corporation (the "Company"), proposes...Firstworld Communications Inc • June 26th, 1998 • New York
FORM OFIndemnification Agreement • August 24th, 1998 • Firstworld Communications Inc • Telephone communications (no radiotelephone) • Delaware
RECITALEmployment Agreement • December 22nd, 1998 • Firstworld Communications Inc • Telephone communications (no radiotelephone) • Colorado
RECITALSLockup Agreement • February 15th, 2002 • Verado Holdings Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.44Stock Purchase Agreement • February 16th, 2000 • Firstworld Communications Inc • Telephone communications (no radiotelephone) • Delaware
RECITALS:Firstworld Communications Inc • December 22nd, 1998 • Telephone communications (no radiotelephone)
TABLE OF CONTENTSWarrant Agreement • June 26th, 1998 • Firstworld Communications Inc • New York
RECITALS:Development Fee Agreement • June 26th, 1998 • Firstworld Communications Inc
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER...Firstworld Communications Inc • June 26th, 1998 • California
RECITALSEquity Investment Agreement • December 22nd, 1999 • Firstworld Communications Inc • Telephone communications (no radiotelephone) • Colorado
BUSINESS OPPORTUNITY AGREEMENT This Business Opportunity Agreement (this "Agreement"), dated as of December 30, 1997, is entered into by and among Enron Capital & Trade Resources Corp., a Delaware corporation ("ECT"), Colorado Spectra 1, L.L.C....Business Opportunity Agreement • June 26th, 1998 • Firstworld Communications Inc • California
RECITALSSeparation and Settlement Agreement • August 8th, 2001 • Verado Holdings Inc • Telephone communications (no radiotelephone) • Colorado
