Section 3.1 Certificate of Incorporation and By-laws of Parent.

Prior to the Effective Time and subject to and upon the terms and conditions of this Agreement, Verizon shall cause the Certificate of Incorporation and By-laws of Parent to be amended and restated to be in the form of Exhibit B and d Exhibit C, respectively.

Section 3.2. Corporate Headquarters.

Immediately following the Effective Time, the headquarters of Parent shall be located at the current corporate headquarters of NorthPoint.

Section 3.3 Corporate Identity.

At the Effective Time, the corporate name of Parent shall be NorthPoint Communications Group, Inc.

Except as set forth in the disclosure schedule delivered by NorthPoint to Verizon on the date hereof (the "NorthPoint Disclosure Schedule") (each section of which qualifies the correspondingly numbered representation and warranty or covenant as specified therein), NorthPoint hereby represents and warrants to Verizon as follows:

Section 4. l Organization and Qualification, Subsidiaries.

Each of NorthPoint and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of NorthPoint and its Subsidiaries has the requisite corporate power and authority and any necessary governmental authority, franchise, license, certificate or permit to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted, aid is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned, operated or leased or the nature of its activities makes such qualification necessary, except for such failure which, when taken together with all other such failures, would not have a Material Adverse Effect on NorthPoint.

Section 4.2 Certificate of Incorporation and By-laws.

NorthPoint has heretofore furnished, or otherwise made available, to Verizon a complete and correct copy of the Certificate of Incorporation and the By-laws of NorthPoint, each as amended to the date hereof. Such Certificate of Incorporation and By-laws are in full force and effect. Neither NorthPoint nor any of its Subsidiaries is in violation of any of the provisions of its respective Certificate of Incorporation or its By-laws.

Section 4.3 Capitalization.

(a) The authorized capital stock of NorthPoint consists of

(i) 281,250,000 shares of common stock, par value $0.001 per share, of which, as of August 4, 2000,
(A) 132,742,066 shares are outstanding,
(B) 200,000 shares are held in the treasury of NorthPoint,
(C) not more than 21,093,985 shares are issuable upon the exercise of options outstanding under the NorthPoint option plans,
(D) 13,388,155 shares are reserved for issuance in connection with the NorthPoint Plans (as defined in Section 4.1 l(b) hereof), and

(ii) 24,276,843 shares of preferred stock, par value $0.001 per share, 1,500,000 of which are designated as 9% Convertible Preferred Stock and none of which is currently outstanding or reserved for issuance. Except as permitted by Section 6.1 hereof and except in connection with the Preferred Financing, since June 20, 2000, no shares of NorthPoint Common Stock or NorthPoint preferred stock have been issued, except upon the exercise of options described in the immediately preceding sentence or as contemplated by this Agreement. Section 4.3(a) of the NorthPoint Disclosure Schedule sets forth a complete and accurate list, as of the date hereof, of all NorthPoint Equity Rights, including the holders thereof, the number of shares of NorthPoint capital stock subject to each such NorthPoint Equity Right, the exercise or vesting schedule, the

exercise price per share and the term of each such NorthPoint Equity Right. On the day immediately preceding the Closing Date, NorthPoint shall deliver to Parent an updated Section 4.3(.a) of the NorthPoint Disclosure Schedule, current as: of the Closing Date. Except as set forth in Section 4.3(a) of the NorthPoint Disclosure Schedule, there are no NorthPoint Equity Rights outstanding as of the date hereof.

(b) Except as set forth in Section 4.3(b) of the NorthPoint Disclosure Schedule, or, after the date hereof, as permitted by Section 6.1 hereof, there are no outstanding obligations of NorthPoint or any of NorthPoint's Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of NorthPoint.

(c) All of the issued and outstanding shares of NorthPoint Common Stock are validly issued, fully paid and nonassessable.

(d) All of the outstanding capital stock of each of NorthPoint's Subsidiaries is owned directly or indirectly by NorthPoint and is duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 4.3(d) of the NorthPoint Disclosure Schedule, all of the outstanding capital stock of each of NorthPoint's Subsidiaries is owned by NorthPoint free and clear of any liens, security interests, pledges, agreements, claims, charges or encumbrances ("Liens"). Except as hereafter issued or entered into in accordance with Section 6.1 hereof, there are no Equity Rights to purchase or otherwise acquire from NorthPoint or any of NorthPoint's Subsidiaries at any time, or upon the happening of any stated event, any shares of the capital stock of any NorthPoint Subsidiary, whether or not presently issued or outstanding, or any of NorthPoint's direct or indirect interests in any Material Investment, and there are no outstanding obligations of NorthPoint or any of NorthPoint's Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of any of NorthPoint's Subsidiaries or securities related to any investments.

Section 4.4 Authority Relative to this Agreement.

NorthPoint has the necessary corporate power and authority to enter into this Agreement and, subject to obtaining the requisite approval of this Agreement by NorthPoint's stockholders required by the DGCL (the "NorthPoint Stockholder Approval"), to perform its obligations hereunder. The execution and delivery of this Agreement by NorthPoint, and the consummation by North-Point of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of NorthPoint, subject to obtaining the NorthPoint Stockholder Approval. This Agreement has been

duly executed and delivered by NorthPoint and, assuming the due authorization, execution and delivery thereof by each of Verizon, Parent and Merger Subsidiary, constitutes a legal, valid and binding obligation of Northpoint, enforceable against it in accordance with its terms, subject to applicable. bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law).

Section 4.5 No Conflict;, Required Filings and Consents.

(a) Except as described in subsection (b) below or except a set forth in Section 4.5 of the NorthPoint Disclosure Schedule, the execution and delivery of this Agreement by Northpoint do not, and the performance of this Agreement by NorthPoint will not,

(i) violate or conflict with the Certificate of Incorporation or By-laws of NorthPoint,
(ii) conflict with or violate any law, regulation, court order, judgment or decree applicable to NorthPoint or any of its Subsidiaries or by which any of their respective property or assets (including investments) is bound or affected,
(iii) violate or conflict with the Certificate of Incorporation or By-laws of any of NorthPoint's Subsidiaries, or
(iv) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets (including investments) of NorthPoint or any of its Subsidiaries pursuant to, result in the loss of any material benefit under, or result in any modification or alteration of, or require the consent of any other party to, any contract, instrument, permit, license or franchise to which NorthPoint or any of its Subsidiaries is a party or by which NorthPoint, any of such Subsidiaries or any of their respective. property or assets (including investments) is bound or affected, except in the case of this clause (iv) for conflicts, violations, breaches, defaults, results or consents which, individually or in the aggregate, would not have a Material Adverse Effect on NorthPoint.

(b) Except as set forth in Section 4.5 of the NorthPoint Disclosure Schedule and except for applicable requirements, if any, of state or foreign public utility commissions or laws or similar local or state or foreign regulatory bodies or laws, state or foreign antitrust or foreign investment laws and commissions, the Federal Communications Commission, stock exchanges or other self-regulatory body upon which securities of NorthPoint are listed, the Exchange Act, the premerger notification requirements of the HSR Act, filing and recordation of appropriate

merger or other documents as required by the DGCL and any filings required pursuant to any state securities or "blue sky" laws or the rules of any applicable stock exchanges or other self-regulatory body,

(i) neither NorthPoint nor any of its Subsidiaries is required to submit any notice, report or other filing with any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental U.S. or foreign self- regulatory agency, commission or authority or any arbitral tribunal (each, a "Governmental Entity") in connection with the. execution, delivery or performance of this Agreement and
(ii) no waiver, consent, approval or authorization of any Governmental Entity is required to be obtained by NorthPoint or any of its Subsidiaries in connection with its execution, delivery or performance of this Agreement.

Section 4.6 SEC Filings; Financial Statements.

(a) NorthPoint hags filed all forms, reports and documents required to be filed with the Securities and Exchange Commission ("SEC") since May 16, 1997, and has heretofore delivered or made available to Verizon, in the form filed with the SEC., together with any amendments thereto, its

(i) Annual Reports on Form 10-K for the fiscal year ended December 31, 1999,
(ii) all proxy statements relating to NorthPoint's meetings of stockholders (whether annual or special) held since May 16, 1997,
(iii) Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2000, and
(iv) all other reports or registration statements filed by Northpoint with the SEC since May 16, 1997 (collectively, the "NorthPoint SEC." Reports", with such NorthPoint SEC Reports tiled with the SEC prior to the date hereof being referred to as "NorthPoint Filed SEC Reports"). The NorthPoint SEC Reports
(i) were prepared substantially in accordance with the requirements of the 1933 Act or the Exchange Act, as the case may be, and the rules and regulations promulgated under each of such respective acts, and
(ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(b) The financial statements, including all related notes and schedules, contained in the NorthPoint SEC Reports (or incorporated by reference therein) fairly present the consolidated financial position of NorthPoint and its Subsidiaries as at the respective dates thereof and the consolidated results of operations and cash flows of NorthPoint and its Subsidiaries for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods

involved (except for changes in accounting principles disclosed in the notes thereto) and subject in the case of interim financial statements to normal year-end adjustments. The books and records of NorthPoint and its Subsidiaries have been kept in accordance with sound business practices, including the maintenance of an adequate system of internal controls for recording revenue and expenses in accordance with GAAP applied on a consistent basis throughout the periods involved.

Section 4.7 Absence of Certain Changes or Events.

Except as disclosed in the NorthPoint Filed SEC.' Reports and in Section 4.7 of the NorthPoint Disclosure Schedule, since December 31, 1999, and except as permitted by this Agreement or consented to by Verizon hereunder, NorthPoint and its Subsidiaries have not incurred any liability required to be disclosed on a balance sheet of NorthPoint and its Subsidiaries or the footnotes thereto prepared in conformity with GAAP, except in the ordinary course of their businesses consistent with their past practices, and there has not been any Material Adverse Effect on NorthPoint, and NorthPoint and its Subsidiaries have conducted their respective businesses in the ordinary course consistent with their past practices, except as set forth in the Master Services Agreement attached as Exhibit H hereto.

Section 4.8 Litigation.

There are no claims, actions, suits, proceedings or investigations lending or, to NorthPoint's knowledge, threatened against NorthPoint or any of its Subsidiaries, or any properties or rights of NorthPoint or any of its Subsidiaries, by or before any Governmental Entity, except for those that do not, individually or in the aggregate, have a Material Adverse Effect on NorthPoint or prevent or materially delay the ability of NorthPoint to consummate the transactions contemplated hereby.

Section 4.9 Permits: No Violation of Law.

(a) NorthPoint and its Subsidiaries have all Federal Communications Commission ("FCC") licenses and authorizations and all state governmental authorizations and certificates, and have filed all required federal and state notifications (all of the above being collectively referred to as "Governmental Approvals") necessary for the operation of their currently conducted telecommunications businesses in the United States, except for those Government Approvals the absence of which, individually or in the aggregate, would not have a Material Adverse Effect on NorthPoint. All material Governmental Approvals granted to NorthPoint and its Subsidiaries are listed in Section 4.9 of the NorthPoint

Disclosure Schedule and remain in full force and effect, and have not been revoked, suspended, cancelled or modified in any adverse way, and are not subject to any conditions or requirements that are not generally imposed by the FCC or the issuing state communications regulatory agency upon the holders of such Government Approvals.

(b) The businesses of NorthPoint and its Subsidiaries are not being conducted in violation of any statute, law, ordinance, regulation, judgment, order or decree of any Governmental Entity (including any stock exchange or other self-regulatory body) ("Legal Requirements"), or in violation of any Government Approvals or other permits, franchises, licenses, authorizations, certificates, variances, exemptions, orders, registrations or consents that are granted by any Governmental Entity (including any stock exchange or other self-regulatory body) ("Permits"), except for possible violations none of which, individually or in the aggregate, may reasonably be expected to have a Material Adverse. Effect on NorthPoint. No investigation or review by any Governmental Entity (including any stock exchange or other self-regulatory body) with respect to NorthPoint or its Subsidiaries in relation to any alleged violation of law or regulation is pending or, to NorthPoint’s knowledge, threatened, nor has any Governmental Entity (including any stock exchange or other self-regulatory body) indicated an intention to conduct the same, except for such investigations which, if they resulted in adverse findings, would not have, individually or in the. aggregate, a Material Adverse Effect on NorthPoint. Except as set forth in Section 4.9 of the NorthPoint Disclosure Schedule, neither NorthPoint nor any of its Subsidiaries is subject to any cease and desist or other order, judgment, injunction or decree issued by, or is a party to any written or oral Agreement, consent or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has adopted any board resolutions at the request of, any Governmental Entity that materially restricts the conduct of its business or which may reasonably be expected to have a Material Adverse Effect on NorthPoint, nor has NorthPoint or any of its Subsidiaries been advised that any Governmental Entity is considering issuing or requesting any of the foregoing.

Section 4.10 Proxy Statement.

None of the information supplied or to be supplied by or on behalf of NorthPoint for inclusion or incorporation by reference in the registration statement to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Registration Statement") will, at the time the Registration Statement becomes effective under the 1933 Act, contain any untrue statement of a material fact or omit

to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by or on behalf of NorthPoint for inclusion or incorporation by reference in the proxy statement, in definitive form as it may be supplemented or amended, relating to the NorthPoint Stockholders' Meeting or in the related proxy and notice of meeting, or soliciting material used in connection therewith (referred to herein collectively as the "Proxy Statement") will, at the dates mailed to stockholders and at the time of the NorthPoint Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Registration Statement and the Proxy Statement (except for information relating solely to Verizon) will comply as to form in all material respects with the provisions of the 1933 Act and the Exchange Act and the rules and regulations promulgated thereunder.

Section 4.11 Employee Matters: ERISA.

(a) Except where the failure to be true would not, individually or in the aggregate, have a Material Adverse Effect on NorthPoint,

(i) each NorthPoint Plan has been operated and administered in accordance with applicable law, including but not limited to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the Code,
(ii) each NorthPoint Plan intended to be "qualified" within the meaning of Section 401(x) of the Code is so qualified,
(iii) except as required by COBRA, no NorthPoint Plan provides death or medical benefits (whether or not insured), with respect to current or former employees of NorthPoint or of any trade or business, whether or not incorporated, which together with NorthPoint would be deemed a "single employer" within the meaning of Section 4001 of ERISA (a "NorthPoint ERISA Affiliate"), beyond their retirement or other termination of service,
(iv) no liability under Title IV of ERISA has been incurred by NorthPoint or any NorthPoint ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to NorthPoint or any NorthPoint ERISA Affiliate of incurring any such liability (other than PBGC premiums),
(v) all contributions or other amounts due from NorthPoint or any NorthPoint ERISA Affiliate with respect to each NorthPoint Plan have been paid in full,
(vi) neither NorthPoint nor any NorthPoint ERISA Affiliate has engaged in a transaction in connection with which NorthPoint or any of its Subsidiaries could reasonably be expected to be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of tile Code,

(b) For purposes of this Agreement, "NorthPoint Plan" shall mean each deferred compensation, bonus or other incentive compensation, stock purchase, stock option or other equity compensation plan, program, agreement or arrangement; each severance or termination pay, medical, surgical, hospitalization, life insurance or other "welfare" plan, find or program (within the meaning of section 3(1) of ERISA); each profit-sharing, stock bonus or other "Pension" plan, fund or program (within the meaning of section 3(2) of ERISA); each employment, termination or severance agreement; and each other employee benefit plan, fund, program, agreement or arrangement, in each case, that is sponsored, maintained or contributed to or required to be contributed to by NorthPoint or by any NorthPoint ERISA Affiliate or to which NorthPoint or any NorthPoint ERISA Affiliate is party, whether written or oral, for the benefit of any employee or former employee of NorthPoint or any NorthPoint ERISA Affiliate.

Section 4.12 Labor Matters.

(a) Neither NorthPoint nor any of its Subsidiaries is a party to any collective bargaining or other labor union contract applicable to Persons employed by NorthPoint or any of its Subsidiaries arid no collective bargaining agreement is being negotiated by NorthPoint or any of its Subsidiaries. There has not been, since NorthPoint's or any of its Subsidiaries' inception, any labor strike, dispute, walkout, work stoppage, slow-down or lockout against NorthPoint or any of its Subsidiaries, nor is there one pending or, to the knowledge of NorthPoint, threatened, which may interfere with the respective business activities of NorthPoint or any of its Subsidiaries.

(b) To the knowledge of NorthPoint, there is no charge, complaint or investigation against NorthPoint or any of its Subsidiaries

(i) before the National Labor Relations Board or any comparable Governmental Entity pending or threatened in writing or
(ii) asserting that it or any of its Subsidiaries has committed an unfair labor practice nor is NorthPoint or any of its Subsidiaries the subject of any proceeding seeking to compel it to bargain with any labor union or labor organization. To the knowledge of NorthPoint, none of NorthPoint, any of its Subsidiaries or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective business of NorthPoint or any of its Subsidiaries.

Section 4.13 Environmental Matters.

Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on NorthPoint,

(i) each of NorthPoint and its Subsidiaries has complied with all applicable Environmental Laws (as defined below);
(ii) the properties currently owned or operated by NorthPoint or any of its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Substances (as defined below);
(iii) the properties formerly owned or operated by NorthPoint or any of its Subsidiaries were not contaminated with Hazardous Substances during the period of ownership or operation by it or any of its Subsidiaries;
(iv) neither NorthPoint nor any of its Subsidiaries is subject to liability for any Hazardous Substance disposal or contamination on any third party property;
(v) neither NorthPoint nor any Subsidiary has been associated with any release or threat of release of any Hazardous Substance that is reasonably expected to result in liability;
(vi) neither NorthPoint nor any Subsidiary has received any notice, demand, letter, claim or request for information alleging that it or any of its Subsidiaries may be in violation of or liable under any Environmental Law (including any claims relating to electromagnetic fields or microwave transmissions);
(vii) neither NorthPoint nor any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or is subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances; and (viii) there are no circumstances or conditions involving NorthPoint or any of its Subsidiaries that could reasonably be expected to result in any claims, liability, investigations, costs or restrictions on the ownership, use, or transfer of any of its properties pursuant to any Environmental Law.

Section 4.14 Tax Matters.

Except as set forth in Section 4.14 of the NorthPoint Disclosure Schedule:

(a) All material federal, state, local and foreign Tax Returns (as defined herein) required to have been filed by NorthPoint or its Subsidiaries have been filed with the appropriate governmental authorities by the. due date thereof including extensions;

(b) The Tax Returns referred to in paragraph (a) of this Section 4.14 were true, correct and complete in all material respects;

(c) All material Taxes shown as due on those Tax Returns referred to in paragraph (a) of this Section 4.14 as well as material withholding Taxes imposed on or in respect of any amounts paid to or by NorthPoint or any of its Subsidiaries, whether or not such withholding Taxes are referred to or shown on any Tax Returns referred to in Section 4.14 (a) hereof, have been fully paid or adequately reflected as a liability on NorthPoint's or its Subsidiaries' financial statements included in the NorthPoint SEC. Reports;

(d) With respect to any period for which Tax Returns have not yet been filed, or for which Taxes are not yet due or owing, NorthPoint and its Subsidiaries have made due and sufficient accruals in accordance with GAAP for such Taxes in their respective books and records and financial statements;

(e) Neither NorthPoint nor any of its Affiliates has taken, agreed to take or omitted to take any action that would prevent or impede the Asset Contribution and the. Merger front qualifying as either (i) a tax-free reorganization under Section 368(a) of the Code or (ii) a transaction described in Section 3'5 1 of the Code (it being agreed that it shall not be a violation of this Section 4.14(e) if the payment of the Cash Consideration Amount causes the Merger not to qualify as a tax-free reorganization under Section 368(a) of the Code);

(f) No deficiencies for any Taxes have been proposed, asserted or assessed against NorthPoint or any of its Subsidiaries that are not adequately reserved for under GAAP, except for deficiencies that individually or in the aggregate would not have a Material Adverse Effect on NorthPoint;

(g) NorthPoint is not aware of any material liens for Taxes upon any assets of NorthPoint or any of its Subsidiaries apart from liens for Taxes not yet due and payable; and

(h) As used in this Agreement, "Taxes" shall include all (x) federal, state, local or foreign income, property, sales, excise, use, occupation, service, transfer, payroll, franchise, withholding and other taxes or similar governmental charges, fees, levies or other assessments including any interest, penalties or additions with respect thereto, (y) liability for the payment of any amounts of the type described in clause (x) as a result of being a member of an affiliated, consolidated, combined or unitary group, and (z) liability for the payment of any amounts a.5 a result of being party to any tax sharing agreement or as a result of any express or implied obligation to indemnify any other Person with respect to the payment of any amounts of the type described in clause (x) or (y). As used in this Agreement, "Tax Return" shall include any declaration, return, report, schedule, certificate, statement or other similar document (including relating or supporting information) required to be filed with a taxing authority or, where none is required to be filed with a taxing authority, the statement or other document issued by a taxing authority in connection with any Tax, including any information return, claim for refund, amended return or declaration of estimated Tax.

Section 4.15 Intellectual Property.

(a) As used in this Agreement, "NorthPoint Intellectual Property" means all of the following which are necessary to conduct the business of NorthPoint and its Subsidiaries as presently conducted or as currently proposed to be conducted:

(b) Except as set forth in Section 4.15(b) of the NorthPoint Disclosure Schedule, NorthPoint or its Subsidiaries owns or has the right to use, sell or license all NorthPoint Intellectual Property, free and clear of all liens or encumbrances, and all registrations of NorthPoint Intellectual Property are valid and enforceable and have been duly recorded and maintained, except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect on NorthPoint.

(c) Except as set forth in Section 4.15(c) of the NorthPoint Disclosure Schedule, to the knowledge of NorthPoint, the conduct of NorthPoint's

and its Subsidiaries' business or the use of the NorthPoint Intellectual Property does not infringe, violate, misappropriate or misuse any intellectual property rights or any other proprietary right of any Person or give rise to any obligations to any Person ac a result of co-authorship, and neither NorthPoint nor any of its Subsidiaries has received any notice of, not satisfactorily resolved, any claims or charges of infringement or misappropriation or threats that the. conduct of NorthPoint's or its Subsidiaries' business or NorthPoint's or its Subsidiaries' use of any of the NorthPoint Intellectual Property materially infringes, violates, misappropriates or misuses, or is otherwise in conflict with, any intellectual property or proprietary rights of any Person or that any of the NorthPoint Intellectual Property is invalid or unenforceable.

(d) NorthPoint and its Subsidiaries have used reasonable efforts to maintain the confidentiality of their trade secrets and other confidential NorthPoint Intellectual Property.

Section 4.16 Insurance.

Except asset forth in Section 4.16 of the NorthPoint Disclosure Schedule, each of NorthPoint and each of its Subsidiaries is, and has been continuously since December 31, 1999 (or such later date as such Subsidiary was organized or acquired by NorthPoint), insured with financially responsible insurers in such amounts and against such risks and losses as are customary for companies conducting the business as conducted by NorthPoint and its Subsidiaries during such time period. Except as set forth in Section 4.16 of the NorthPoint Disclosure Schedule, since December 31, 1999, neither NorthPoint nor any of its Subsidiaries has received notice of cancellation or termination with respect to any material insurance policy of NorthPoint or its Subsidiaries. The insurance policies of NorthPoint and its Subsidiaries are valid and enforceable policies.

Section 4.17 Certain Contracts.

(a) Section 4.17(a) of the NorthPoint Disclosure Schedule and NorthPoint's Annual Report on Form 10-K for the year ended December 31, 1999 and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 together set forth a true and complete list of

(i) all strategic and joint venture agreements, material DSL service contracts and agreements with DSL equipment vendors to which NorthPoint or any of its Subsidiaries is a party or may be bound and
(ii) all contracts described in Item 601(b)(10) of Regulation S-K to which NorthPoint or its Subsidiaries is a party or may be bound (collectively, the "NorthPoint Contracts"). All NorthPoint Contracts are valid and in full force and

effect on the date hereof except to the extent they have previously expired in accordance with their terms or if the failure to be in full force and effect, individually and in the aggregate, would not have a Material Adverse Effect on NorthPoint. Neither NorthPoint nor any of its Subsidiaries has violated any provision of, or committed or failed to perform any act which with or without notice, lapse of time or both would constitute a default under the provisions of, any NorthPoint Contract, except in each case for those NorthPoint Contracts which, individually and in the aggregate, would not result in a Material Adverse Effect on NorthPoint.

(b) Set forth in Section 4.17 (b) of the NorthPoint Disclosure Schedule is a list of each contract, agreement or arrangement to which NorthPoint or any of its Subsidiaries is a party or may be. bound which limits or restrains Verizon, NorthPoint, any Verizon or NorthPoint Subsidiary or any successor thereto from engaging or competing in any business which arrangement has, or could reasonably be expected to have in the foreseeable future, a Material Adverse Effect on NorthPoint, or to NorthPoint's knowledge, on Verizon. 203.

Section 4.18 Board Action: Vote Required; Applicability of Section

(a) The Board of Directors of NorthPoint has unanimously determined that tie transactions contemplated by this Agreement are in the best interests of NorthPoint and its stockholders and has resolved to recommend to such stockholders that they vote in favor of this Agreement and the Merger.

(b) The approval of this Agreement and the Merger by a majority of the outstanding shares entitled to vote thereon by all holders of NorthPoint Common Stock and, if then entitled to vote, the 9% Convertible Preferred Stock of NorthPoint, voting together as a single class, is the only vote of the holders of any class or series of the capital stock of NorthPoint required to approve this Agreement, the Merger and the other transactions contemplated hereby.

(c) The Provisions of Section 203 of the DGCL will not apply to this Agreement or any of the transactions contemplated hereby.Section 4.19 Opinions of Financial Advisors. NorthPoint has received the opinion of Goldman, Sachs & Co., dated as of August 7, 2000, to the effect that, as of such date, the Merger Consideration to be received by the holders of NorthPoint Common Stock pursuant to this Agreement is fair from a financial point of view to such holders.

Section 4.20 Brokers.

Except for Goldman Sachs & Co., a true and complete copy of whose engagement letter has been provided to Verizon prior to the execution hereof, and Frank Yeary, the. terms of whose engagement have been disclosed to Verizon prior to the execution hereof, no broker, finder or investment banker is entitled to any brokerage, finder's, investment banking or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of NorthPoint or any of its Subsidiaries.