**EXHIBIT2.4**

 

[*] Confidential treatment has been requested for the informationindicated pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, asamended. The copy on file as an exhibit omits the information subject to theconfidentiality request. Such omitted information has been filed separatelywith the Commission.

 

**AGREEMENT**

 

This AGREEMENT (this “Agreement”) dated as of July 15,2003, is by and between Knology, Inc., a Delaware corporation (“Knology”), andGLA New Ventures, L.L.C., a Missouri limited liability company (“GLA”).

 

# **Recitals**

 

WHEREAS, Knology (or its designee) proposes to acquirecertain assets, and assume certain liabilities, of Verizon Media VenturesIncorporated (“Verizon Media”) relating to Verizon Media’s cable systemslocated in Pinellas County, Florida and Cerritos, California (the “VerizonBusinesses”);

 

WHEREAS, pursuant to an agreement, dated April 18,2003 as amended May 29, 2003 and June 26, between Verizon Media and GLA (the“Exclusivity Agreement”), Verizon Media has granted to GLA certain exclusiverights to negotiate with Verizon Media with respect to the purchase the VerizonBusinesses; and

 

WHEREAS, GLA has required that Knology enter into thisAgreement as a condition to GLA’s agreement to allow Knology to negotiate withVerizon Media with respect to the purchase of the Verizon Businesses, and toconsummate any such purchase, without regard to GLA’s rights under theExclusivity Agreement;

 

NOW, THEREFORE, in consideration of the foregoing andthe representations, warranties, covenants and agreements set forth herein, andfor other good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged, and intending to be legally bound, the parties heretoagree as follows:

 

## **ARTICLE I**

# **TERMS OF TRANSACTIONS**

 

1.1                                 GLAAuthorization and Release.

 

(a)                                  Inconsideration of Knology’s covenants and agreements set forth herein, GLAhereby expressly authorizes Knology to negotiate directly with Verizon Mediawith respect to the purchase by Knology (or its designee) of the VerizonBusinesses (the “Proposed Transaction”), to enter into such definitiveagreements relating to the Proposed Transaction as Knology and Verizon Mediashall agree (each a “Verizon Agreement”), and to consummate the ProposedTransaction, notwithstanding GLA’s

 

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rights under the Exclusivity Agreement or otherwise. GLA shall have noobligation to provide Knology or any subsidiary with any funding for anyProposed Transaction.

 

(b)                                 GLAexpressly agrees that, whether or not Knology enters into any VerizonAgreements or consummates the Proposed Transaction, GLA, on behalf of itself,its members and its successors and assigns, hereby waives, relinquishes andreleases Knology and its subsidiaries (and their respective officers,directors, shareholders, employees and agents, and all successors, assigns,heirs and personal representatives thereof) (each a “Knology Party”)from and against any and all claims, demands, causes of action of any naturewhatsoever, at law or in equity (including causes of action in tort), losses,damages, liabilities, obligations, contracts, warranties (both express andimplied), costs and expenses (including attorneys’ fees and court costs) of anyand every kind or character, whether foreseen or unforeseen, known or unknown,accrued or contingent, direct or indirect, which GLA or its members oremployees might assert or allege against any Knology Party at any time byreason of or arising out of negotiations by any Knology Party with VerizonMedia in respect of any Proposed Transaction (including any such negotiationsoccurring prior to the date hereof), entry by any Knology Party into anyVerizon Agreement, or consummation by any Knology Party of any ProposedTransaction.

 

(c)                                  GLAfurther agrees never to bring, commence, prosecute, maintain, cause or aid inany way, any suit or action, either at law or in equity, against any KnologyParty in any court or before any other administrative or judicial authoritybased upon any claims, demands, causes of action, losses, damages, liabilities,obligations, contracts, warranties, costs or expenses covered by the precedingsentence, and this covenant not to sue may be pleaded as an affirmative defenseto any action or other proceeding which may be brought, instituted or taken byany party or its predecessors, successors or assigns and all past and presentshareholders, directors, officers, agents, affiliates, heirs, and personalrepresentatives, in breach of this covenant.

 

(d)                                 Knologyexpressly agrees that, whether or not Knology enters into any VerizonAgreements or consummates the Proposed Transaction, each Knology Party herebywaives, relinquishes and releases any GLA and its members, managers, officers,employees and agents, and all successors, assigns, heirs and personal representativesthereof (each a “GLA Party”) from and against any and all claims,demands, causes of action of any nature whatsoever, at law or in equity(including causes of action in tort), losses, damages, liabilities,obligations, contracts, warranties (both express and implied), costs andexpenses (including attorneys’ fees and court costs) of any and every kind orcharacter, whether foreseen or unforeseen, known or unknown, accrued orcontingent, direct or indirect, which Knology or its subsidiaries might assertor allege against GLA Party at any time by reason of or arising out ofnegotiations by any Knology Party with Verizon Media in respect of any ProposedTransaction (including any such negotiations occurring prior to the datehereof), entry by any Knology Party into any Verizon Agreement, or consummationby any Knology Party of any Proposed Transaction.

 

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(e)                                  Knologyfurther agrees never to bring, commence, prosecute, maintain, cause or aid inany way, any suit or action, either at law or in equity, against any GLA Partyin any court or before any other administrative or judicial authority basedupon any claims, demands, causes of action, losses, damages, liabilities,obligations, contracts, warranties, costs or expenses covered by the precedingsentence, and this covenant not to sue may be pleaded as an affirmative defenseto any action or other proceeding which may be brought, instituted or taken byany party or its predecessors, successors or assigns and all past and presentshareholders, directors, officers, agents, affiliates, heirs, and personalrepresentatives, in breach of this covenant.

 

(f)                                    Notwithstandingthe provisions of paragraphs (b), (c), (d) and (e) above, neither partyreleases the other from any of the other party’s covenants in this Agreementand may commence any action to enforce any such covenant.

 

1.2                                 ContinuedCooperation.  Until August 30, 2003,(i) Knology shall not directly or indirectly solicit, discuss or encourage anythird party to engage in negotiations with Verizon Media or any of itsaffiliates to acquire the Verizon Businesses or any part thereof and (ii) GLAshall not directly or indirectly solicit, discuss or encourage any third partyto engage in negotiations with Verizon Media or any of its affiliates toacquire the Verizon Businesses or any part thereof.  Nothing in this Section 1.2 shall prohibit Knology from pursuingthird party financing for its acquisition of the Verizon Businesses.

 

1.3                                 Employmentof GLA Personnel by Knology. Subject to consummation of the Proposed Transaction, Knology shall (orshall cause one or more of its subsidiaries to) offer to hire nine employees ofGLA listed in Exhibit A (the “Key Employees”) on terms andconditions and with salaries consistent with other similarly situated employeesof Knology and its subsidiaries and with benefits under Knology’s existingbenefit plans and programs.  None of theKey Employees will be required to relocate from the St. Louis area for a periodof twelve months following the date of closing of the Proposed transaction.

 

1.4                                 Issuanceof Knology Warrants.  Subject toconsummation of the Proposed Transaction, Knology agrees to issue to GLA (orits assignee), as an inducement to GLA’s execution of this Agreement, warrantsto purchase an aggregate of 10,000,000 shares of Knology’s common stock (suchnumber to be appropriately adjusted to reflect the effect of any eventdescribed in Section 6 of the form of warrant agreement attached hereto as ExhibitB occurring after the date of this Agreement and prior to the date suchwarrants are issued).  The warrants willbe evidenced by the form of warrant agreement attached hereto as Exhibit B.  The warrants will have an exercise priceequal to the per share price at which Knology actually issues common stock inany public offering or private placement the proceeds of which are used to fundthe acquisition of the Verizon Businesses. As used in this Agreement, “Warrant Securities” shall mean and refer toany warrants to purchase any shares of Knology common stock and any Knologysecurities issued upon exercise of such warrants.

 

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1.5                                 SandlerRelease.  Prior to consummation ofthe Proposed Transaction, GLA will obtain from Sandler Capital a release insubstantially the form attached hereto as Exhibit C (the “Sandler Release”)waiving all claims and interest Sandler Capital may have in the ProposedTransaction and GLA will provide Knology with a copy of the Sandler Release.

 

1.6                                 GLAExpenses.  Knology shall, uponconsummation of the Proposed Transaction, reimburse GLA for its reasonable andcustomary out-of-pocket expenses arising out of GLA’s pursuit of the VerizonBusinesses (including expenses in connection with obtaining the SandlerRelease); provided, that such out-of-pocket expenses shall be verified withwritten documentation provided to Knology and shall not exceed $[ * ].  In the event Knology does not consummate theProposed Transaction, Knology shall reimburse GLA for $[ * ] in considerationof GLA’s expenses in connection with obtaining the Sandler Release.

 

1.7                                 DHCapital Fees.  Knology will, uponconsummation of the Proposed Transaction, reimburse GLA’s investment banker, DHCapital, LLC (“DH Capital”), its fee in an amount not to exceed $[ * ].  The parties recognize that the ProposedTransaction is not the transaction presented by DH Capital and the partiesintend to negotiate a substantial reduction in these fees.  In the event DH Capital asserts any claimsunder the fee agreement between DH Capital and GLA, Knology shall assume thedefense of any such claim, at its expense using counsel of its choosing, andshall have the right to settle and compromise any such claim with the consentof GLA (which consent shall not be unreasonably withheld or delayed); provided,that in no event shall Knology be responsible for the amount of any judgment orother award in favor of DH Capital in excess of $[ * ].

 

## **ARTICLE II**

# **REPRESENTATIONSAND WARRANTIES OF KNOLOGY**

 

As an inducement for GLA to enter into this Agreement,Knology represents and warrants to GLA as follows:

 

2.1                                 Organizationand Good Standing; Power and Authority. Knology is a corporation duly organized, validly existing and in goodstanding under the laws of the State of Delaware.  Knology has all necessary power and authority under allapplicable provisions of law to execute, deliver and perform its obligationsunder this Agreement and to consummate the transactions contemplated hereby.  The execution, delivery and performance byKnology of this Agreement and all other instruments or documents executed byKnology in connection with the transactions contemplated by this Agreement havebeen duly and validly authorized and approved by all necessary corporate actionon the part of Knology.  When executedand delivered, this Agreement and all other instruments or documents executedby Knology in connection with the transactions contemplated by this Agreementshall have been duly executed and delivered, and constitute legal, valid andbinding obligations of Knology, enforceable in accordance with their respectiveterms.

 

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2.2                                 NoConflict.  Neither the execution anddelivery of this Agreement or any of the other agreements referred to herein towhich Knology is a party nor the consummation or performance of any of thetransactions contemplated hereunder or thereunder by Knology will, directly orindirectly, contravene, conflict with, or result in a violation of or defaultunder any provision of Knology’s certificate of incorporation or bylaws or anystatute, law, rule, or regulation or any order of any court of othergovernmental agency or authority to which Knology may be subject. No action isrequired to be taken by any governmental agency or authority and no consent,authorization or order of any governmental agency or authority or any otherthird party is required to be obtained in connection with the execution anddelivery of this Agreement by Knology or the consummation by Knology of thetransactions contemplated hereby.

 

2.3                                 Capitalization.  Based on the number of outstanding shares ofKnology capital stock and outstanding warrants and options to purchase sharesof Knology capital stock as of the date of this Agreement, the 10,000,000shares of common stock for which warrants are to be issued to GLA pursuant toSection 1.4 would represent approximately 5.25% of Knology’s outstanding sharesof common stock after giving effect to conversion of all shares of Knology’spreferred stock and exercise of all outstanding warrants (including thewarrants issuable pursuant to Section 1.4) and options to purchase Knologycapital stock, whether or not such warrants or options are exercisable.

 

**ARTICLEIII**

### **REPRESENTATIONS AND WARRANTIES OF GLA**

 

As an inducement for Knology to enter into thisAgreement, GLA represents and warrants to Knology as follows:

 

3.1                                 Organizationand Good Standing; Power and Authority. GLA is a limited liability company duly organized, validly existing andin good standing under the laws of the State of Missouri.  GLA has all necessary power and authorityunder all applicable provisions of law to execute, deliver and perform itsobligations under this Agreement and to consummate the transactionscontemplated hereby.  The execution,delivery and performance by GLA of this Agreement and all other instruments ordocuments executed by GLA in connection with the transactions contemplated bythis Agreement have been duly and validly authorized and approved by allnecessary action on the part of GLA. When executed and delivered, this Agreement and all other instruments ordocuments executed by GLA in connection with the transactions contemplated bythis Agreement shall have been duly executed and delivered, and constitutelegal, valid and binding obligations of GLA, enforceable in accordance withtheir respective terms.  GLA representsand warrants that no claim released by it pursuant to Section 1.1 (b) has beenassigned, expressly, impliedly, or by operation of law, to any other person.

 

3.2                                 NoConflict.  Neither the execution anddelivery of this Agreement or any of the other agreements referred to herein towhich GLA is a party nor the consummation

 

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or performance of any of the transactions contemplated hereunder orthereunder by GLA will, directly or indirectly, contravene, conflict with, orresult in a violation of or default under any provision of GLA’s certificate offormation, operating agreement or other governing instruments or any statute,law, rule, or regulation or any order of any court of other governmental agencyor authority to which GLA may be subject. No action is required to be taken byany governmental agency or authority and no consent, authorization or order ofany governmental agency or authority or any other third party is required to beobtained in connection with the execution and delivery of this Agreement by GLAor the consummation by GLA of the transactions contemplated hereby.

 

3.3                                 InvestmentRepresentations.  GLA understandsthat no Warrant Securities have been or will be registered under the SecuritiesAct.  GLA also understands that WarrantSecurities are being offered and sold pursuant to an exemption fromregistration contained in the Securities Act based in part upon the GLA’srepresentations contained in this Agreement. GLA hereby represents and warrants as follows:

 

3.3.1                        GLA Bears Economic Risk.  GLA has substantial experience in evaluatingand investing in transactions of securities in companies similar to Knology sothat it is capable of evaluating the merits and risks of its investmentsreceived from Knology and has the capacity to protect its own interests.  GLA understands that any Warrant Securitiesreceived pursuant to this Agreement are highly speculative and involvessubstantial economic risk.  GLAunderstands that it must bear the economic risk of this investment indefinitelyunless the Warrant Securities are registered pursuant to the Securities Act, oran exemption from registration is available, and that GLA may sustain, and isfinancially able to sustain, a complete loss of its investment pursuant to thisAgreement.  LA understands that Knologyhas no present intention of registering any Warrant Securities.  LA also understands that there is noassurance that any exemption from registration under the Securities Act will beavailable and that, even if available, such exemption may not allow GLA totransfer all or any portion of the Warrant Securities under the circumstances,in the amounts or at the times GLA might propose.

 

3.3.2                        Acquisition for Own Account.  LA is receiving the Warrant Securities forits own account for investment only, and not with a view toward theirdistribution in violation of applicable securities laws.

 

3.3.3                        GLA Can Protect Its Interest.  LA represents that, by reason of its or ofits management’s business or financial experience, GLA has the capacity toprotect its own interests in connection with the transactions contemplated inthis Agreement.  Further, GLA is awareof no publication of any advertisement in connection with the transactionscontemplated by the Agreement.

 

3.3.4                        Accredited Investor.  GLA represents that it is an accreditedinvestor within the meaning of Regulation D under the Securities Act.

 

3.3.5                        Knology Information.  GLA has had an opportunity to discussKnology’s business, management and financial affairs with directors, officersand

 

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management of Knology.  GLA hashad the opportunity to review the most recent public filings of Knology,including, but not limited to, the annual report on Form 10-K, quarterlyreports on Form 10-Q, annual meeting proxy statement, Forms 8-K and otherrelated filings which are publicly available at http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001096788.  GLA has also had the opportunity to askquestions of, and receive answers from, Knology and its management regardingKnology’s business and the terms and conditions of the Warrant Securities.

 

3.3.6                        Transfer Restrictions.  GLA acknowledges and agrees that the WarrantSecurities are subject to restrictions on transfer as set forth in the warrantagreement in the form attached hereto as Exhibit B.

 

3.3.7                        No Reliance.  GLA acknowledges and agrees that, in makingGLA’s decision to accept the Warrant Securities, GLA has not relied on anyinformation other than the information provided to GLA by Knology in thisAgreement and the information described in Section 3.3.5 above.

 

3.4                                 Brokersand Finders.  Except for the feespayable pursuant to Section 1.7 of this Agreement, neither GLA nor any of itssubsidiaries has incurred any obligation or liability to any party for anybrokerage fees, agent’s commissions, or finder’s fees in connection with thetransactions contemplated by this Agreement.

 

**ARTICLEIV**

## **GENERAL PROVISIONS**

 

4.1                                 Confidentiality.  Each party to this Agreement shall maintainin confidence, and will cause its agents, representatives, accountants, counseland other advisors to maintain in confidence, any written, oral or otherinformation obtained from the other party in connection with this Agreement orthe transactions contemplated under this Agreement

 

4.2                                 Publicity.  Each party agrees that no public release orannouncement concerning the transactions contemplated hereby shall be issued byany party without the prior consent of the other party, except:  (i) in any documents utilized in connectionwith Knology’s financing for the Proposed Transaction and (ii) as such releaseor announcement may be required by law or in connection with any legalproceedings, in which case the party required to make the release orannouncement shall allow the other party reasonable time to comment on suchrelease or announcement in advance of such issuance or to contest any suchproceedings.

 

4.3                                 Costs.  Subject to the last sentence of Section 1.6,if the Proposed Transaction is not consummated for any reason, each partyagrees to bear its own costs and expenses in connection with this Agreement andthe transactions contemplated thereby, including, without limitation, any legalfees, out-of-pocket costs, brokerage fees, consulting fees or finder’s feespayable to any entity or person retained by it in connection with the purchaseof the Verizon Businesses.

 

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4.4                                 Noticesto Knology and GLA.  Unlessotherwise provided, any notice under this Agreement shall be given in writingand shall be deemed effectively given (a) upon personal delivery to the partyto be notified, (b) upon confirmation of receipt by fax by the party to benotified, (c) one business day after deposit with a reputable overnightcourier, prepaid for overnight delivery and addressed as set forth in clause(d), or (d) three days after deposit with the United States Post Office,postage prepaid, registered or certified with return receipt requested andaddressed to the party to be notified at the address indicated below, or atsuch other address as such party may designate by ten days’ advance written noticeto the other party given in the foregoing manner.

 
| If to Knology:  |
|-----------------|
|            |
|            | 1241 O.G. Skinner Drive |
|            | West Point, Georgia 31833 |
|            | Attention: Chad S. Wachter, Esq. |
|            | Facsimile No.: (706) 645-0148 |
|            |
| With a copy to: |
|            |
|            | Alston & Bird LLP |
|            | 601 Pennsylvania Avenue, NW |
|            | North Building, 10th Floor |
|            | Washington, DC   20004 |
|            | Attention:   David E. Brown, Jr. |
|            | Facsimile No.:   (202) 756-3333 |
|            |
| If to GLA:      |
|            |
|            | GLA New Ventures, L.L.C. |
|            | 5555 Wing Haven Blvd. |
|            | O’Fallon, Missouri   63366 |
|            | Attention:   Dennis D. Moffit |
|            | Facsimile No.:   (636) 625-5709 |
|            |
| With a copy to: |
|            |
|            | Gallop, Johnson & Neuman, L.C. |
|            | 101 South Hanley, Suite 1600 |
|            | St. Louis, Missouri   63105 |
|            | Attention:   William E. Buckley |
|            | Facsimile No.:   (314) 615-6001 |

 

4.5                                 Counterparts.  This Agreement may be executed in two ormore counterparts, all of which shall be considered one and the same agreementand shall become effective when one or more counterparts have been signed byeach of the parties

 

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and delivered to the other parties, it being understood that allparties need not sign the same counterpart.

 

4.6                                 EntireAgreement.  This Agreement and thedocuments and instruments and other agreements specifically referred to hereinor delivered pursuant hereto, including the Exhibits, shall constitute theentire agreement among the parties with respect to the subject matter hereofand supersede all prior agreements and understandings, both written and oral,among the parties with respect to the subject matter hereof, except for theNon-Disclosure Agreement, which shall continue in full force and effect, andshall survive any termination of this Agreement or the transactionscontemplated by this Agreement, in accordance with its terms. Allrepresentations and warranties of the parties shall survive consummation of anyProposed Transaction.

 

4.7                                 Assignment.  Neither this Agreement nor any of therights, interests or obligations shall be assigned by any of the parties hereto(whether by operation of law or otherwise) without the prior written consent ofthe other parties; provided, however, that GLA may assign this Agreement to oneof its wholly owned subsidiaries with Knology’s prior written consent (whichconsent shall not be unreasonably withheld). Subject to the preceding sentence, this Agreement will be binding upon,inure to the benefit of and be enforceable by the parties and their respectivesuccessors and assigns.

 

4.8                                 Third-PartyBeneficiaries.  This Agreement(including the documents and instruments referred to herein) is not intended toconfer upon any third party other than the parties hereto any rights orremedies hereunder.

 

4.9                                 GoverningLaw.  This Agreement shall begoverned by and construed in accordance with the laws of the State of Delawarewithout reference to such state’s principles of conflicts of law.

 

4.10                           Amendment;Waiver.  This Agreement cannot beamended without the prior written consent of each party hereto.  No provision of this Agreement may be waivedexcept by an instrument in writing signed by the party to be bound.  No failure or delay by any party inexercising any right or remedy hereunder shall operate as a waiver thereof, anda waiver of a particular right or remedy on one occasion shall not be deemed awaiver of any other right or remedy or a waiver of the same right or remedy onany subsequent occasion.

 

4.11                           Lockup.  If requested by Knology or any underwriterof any common stock or other equity securities of Knology, GLA shall not sellor otherwise transfer or dispose of any common stock or other equity securitiesof Knology (other than pursuant to such registration) during (a) in the case ofKnology’s first underwritten public offering of common stock or other equitysecurities of Knology for its own account, the 180-day period following theeffective date of such registration statement, and (b) in the case of allsubsequent registrations of Knology’s common stock or other equity securitiesof Knology, the 90-day period following the effective date of such registrationstatement;

 

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provided, however, that if any holder of Management Stock or anySignificant Stockholder (as such terms are defined in the Stockholders’Agreement) is subject to hold-back restrictions of shorter duration, suchshorter periods also shall apply to GLA. The obligations described in thisSection 4.11 shall not apply to a registration on Form S-4 or Form S-8 orsimilar forms which may be promulgated in the future and, except in the case ofKnology’s first underwritten public offering, shall not apply to a holder ofcommon stock issued upon exercise of the GLA Warrant representing less than 1 %of the then-outstanding shares of common stock (on an as-converted basis).

 

4.12                           Mediation.  Any and all disputes arising under orrelated to this Agreement that cannot be resolved between the parties shall befirst submitted to mediation according to this Section 4.12.  Completion of such mediation is a conditionprecedent to bringing any legal action seeking judicial resolution pursuant tothis Agreement.  If the parties fail toresolve their dispute within fifteen (15) days after the earliest date uponwhich a party gives written notification to the other of its desire to attemptto resolve the dispute, then the dispute shall be promptly submitted tomediation by a single mediator chosen by the mutual consent of theparties.  The mediation shall take placein [Wilmington, Delaware], unless otherwise mutually agreed to in writing by theparties.  The obligation of the partiesto submit any dispute arising under or related to this Agreement to mediationas provided in this Section 4.12 shall survive the expiration or earliertermination of this Agreement.  Theparties agree, however, that in order to enforce the provisions of this Section4.12 and/or to preserve the status quo, either party may seek and obtain aninjunction or other appropriate relief from a court of law or equity withrespect to any prematurely filed legal action pending submission of the disputeto or the conclusion of a mediation, but no such application to a court shallin any way be permitted to stay or otherwise impede the progress of themediation.  If the parties fail to reachan agreement through the aforementioned mediation process, either party may seekjudicial resolution of the dispute.

 

*[Remainderof Page Intentionally Left Blank; Signature Page Follows.]*

 

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IN WITNESS WHEREOF, the parties hereto have causedthis Agreement to be duly executed as of the day and year first above written.

 

 
|   | **KNOLOGY, INC.**            |
|--------|------------------------------|
|   |                         |
|   |                         |
|   | By:                          | /s/ Rodger L. Johnson |   |
|   |                         |
|   | Name:                        | Rodger L. Johnson |   |
|   |                         |
|   | Title:                       | President and CEO |   |
|   |                         |
|   |                         |
|   | **GLA NEW VENTURES, L.L.C.** |
|   |                         |
|   |                         |
|   | By:                          | /s/ Jim A. Moffit |   |
|   |                         |
|   | Name:                        | Jim A. Moffit |   |
|   |                         |
|   | Title:                       | CEO |   |
|        |                              |  |  |  |

 

All schedules,exhibits, and annexes have been omitted but will be furnished to the Securitiesand Exchange Commission upon request.

 

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