This Agreement may be terminated at any time before the Effective Time, in each case as authorized by the respective Board of Directors of Verizon or NorthPoint:

(a) By mutual written consent of each of Verizon and NorthPoint;

(b) By either of Verizon or NorthPoint if the Merger shall not have been consummated on or before the one year anniversary of the date hereof, Provided that the Parties may mutually agree to extend such date to a date no later than the date that is eighteen months from the date hereof (such termination date, as it may be extended upon mutual agreement of the Parties, is referred to as the "Termination Date'"). The right to terminate this Agreement under this Section 9.1(b) shall not be available to any Party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of any condition to be satisfied;

(c) By either of Verizon or NorthPoint if after the date hereof a court of competent jurisdiction or Governmental Entity shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the Parties shall use their commercially reasonable efforts to lift), in each case permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other action shall have become final and nonappealable;

(d)

(i) by NorthPoint,

(A) if Verizon shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform

(1) is incapable of being cured by Verizon prior to the Termination Date and
(2) renders any condition under Section 8.1 or 8.2 hereof incapable of being satisfied prior to the Termination Date, or

(B) if a condition under Section 8.1 or 8.2 hereof to NorthPoint's obligations hereunder cannot be satisfied prior to the Termination Date;

(ii) by Verizon,

(A) if NorthPoint shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform

(l) is incapable of being cured by NorthPoint prior to the Termination Date and
(2) renders any condition under Section 8.1 or 8.3 hereof incapable of being satisfied prior to the Termination Date, or

(B) if a condition under Section 8.1 or 8.3 hereof to Verizon's obligations hereunder cannot be satisfied prior to the Termination Date;

(e) By Verizon if the Board of Directors of NorthPoint

(i) shall fail to include in the Proxy Statement its recommendation without modification or qualification that stockholders approve this Agreement and the Merger,
(ii) shall withdraw or modify in any adverse manner its approval or recommendation of this Agreement or the Merger,
(iii) shall fail to reaffirm such approval or recommendation upon Verizon's request,
(iv) shall approve or recommend any Alternative Transaction or
(v) stall resolve. to take any of the actions specified in this Section 9.1(e); or

(f) By either of Verizon or NorthPoint if the required approval of the stockholders of NorthPoint shall fail to have been obtained at a duly held stockholders meeting of such company, including any adjournments thereof.

(a) In the event of termination of this Agreement as provided in Section 9.1 hereof, and subject to the provisions of Section 10.1 hereof, this Agreement shall forthwith become void and there shall be no liability on the part of any of the Parties, except

(i) as set forth in this Section 9.2 and in Section 10.3 hereof,
(ii) for breaches of the confidentiality obligations set forth in Section 7.4 hereof and
(iii) nothing herein shall relieve any Party from liability for any willful breach hereof.

(b) If this Agreement

(i) is terminated by Verizon pursuant to Section 9.1 (e) hereof,
(ii) could have been (but was not) terminated by Verizon pursuant to Section 9.1 (e) hereof and is subsequently terminated by Verizon or NorthPoint pursuant to Section 9.1(f) hereof because of the failure to obtain the NorthPoint Stockholder Approval,
(iii)

(A) could not have been terminated by Verizon pursuant to Section 9.1(e) hereof but is subsequently terminated by Verizon or NorthPoint pursuant to Section 9.1(t) hereof because of the failure to obtain the NorthPoint Stockholder Approval,
(B) prior to the NorthPoint Stockholders' Meeting there shall have been an offer or proposal for, an announcement of any intention with respect to (including the filing of a statement of beneficial ownership on Schedule 13D discussing the possibility of or reserving the right to engage in), or any agreement with respect to, a transaction that would constitute an Alternative Transaction, involving NorthPoint or any of NorthPoint's Subsidiaries, and
(C) within 12 months after the termination of this Agreement, NorthPoint enters into a definitive agreement with any Third Party with respect to an Alternative Transaction, or

(iv) is terminated by Verizon as a result of NorthPoint's material breach of Section 7.1 or Section 7.2(b) hereof which, in the case of Section 7.1 only, is not cured within 10 days after notice thereof to NorthPoint, NorthPoint shall pay to Verizon a termination fee of 100 million (the "Verizon Termination Fee").

(c) The Verizon Termination Fee payable under Section 9.2(b) hereof shall be payable in cash, payable no later than one business day following the delivery of notice of termination to NorthPoint, or, if such fee shall be payable pursuant to clause (iii) of Section 9.2(b) hereof, such fee shall be payable no later than one business day following the day NorthPoint enters into the definitive agreement referenced in such clause (iii).

(d) Verizon and NorthPoint agree that the agreements contained in Section 9.2(b) hereof are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty. In the event of any dispute as to whether any fee due under such Section 9.2(b) is due and payable, the prevailing Party shall be entitled to receive from the other Party the costs and expenses (including legal fees and expenses) in connection with any action, including the filing of any lawsuit or other legal action, relating to such dispute. Interest shall be paid on the amount of any unpaid fee at the publicly announced prime rate of Citibank, N.A. from the date such fee was required to be paid.

This Agreement may be amended by the Parties pursuant to a writing adopted by action taken by all of the Parties at any time before the Effective Time;, w v , that, after approval of this Agreement by the stockholders of NorthPoint, no amendment may be made which would

(a) alter or change the amount or kinds of consideration to be received by the holders of NorthPoint Common Stock upon consummation of the Merger, or

(b) alter or change any of the terms and conditions of this Agreement if such alteration or change would adversely affect the holders of any class or series of securities of NorthPoint (it being understood and agreed that any agreement by the Parties to extend the Termination Date shall not be deemed to adversely affect the holders of any class or series of securities of NorthPoint). This Agreement may not be amended except by an instrument in writing signed by each of the Parties.

At any time before the Effective Time, any Party may:

(a) extend the time for the performance of any of the obligations or other acts of the other Parties,

(b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto and

(c) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a Party to any such extension or waiver shall be valid only as against such Party and only if set forth in an instrument in writing signed by such Party.