The respective obligations of each Party to effect the Asset Contribution and the Merger shall be. subject to the fulfillment at or prior to the Effective Time of the following conditions:

(a) Stockholder Approval. The NorthPoint Stockholder Approval shall have been obtained;

(b) Legality. No federal, state or foreign statute, rule, regulation, executive order, decree, injunction or administrative order shall have been enacted, entered, promulgated or enforced by any Governmental Entity which is in effect and

has the effect of making the Asset Contribution or the Merger illegal or otherwise prohibiting the consummation of the Merger;

(c) H, R Act. Any waiting period applicable to the consummation of the Asset Contribution and the Merger under the HSR Act shall have expired or been terminated; Regulatory Matters. All authorizations, consents, orders, permits or approvals of, or declarations or filings with, and all expirations of waiting periods imposed by, any Governmental Entity (all of the foregoing, "Consents") which are necessary for the consummation of the transactions contemplated hereby, other than Consents which, if not obtained, would not have a Material Adverse Effect on any of Parent (after the Effective Time), the Verizon DSL Business or NorthPoint, shall have been filed, have occurred or have been obtained (all such Consents being referred to as the "Requisite Regulatory Approvals") and all such Requisite Regulatory Approvals shall be in full force and effect, provided, however, that a Requisite Regulatory Approval shall not be deemed to have been obtained if in connection with the grant thereof there shall have been an imposition by any Governmental Entity of any condition, requirement, restriction or change of regulation, or any other action directly or indirectly related to such grant taken by such Governmental Entity, which would (or if implemented would) constitute a Material Adverse Effect on any of Parent, the Verizon DSL. Business, Verizon or NorthPoint;

(e) Registration Statement Effective. The Registration Statement shall have become effective prior to the. mailing by NorthPoint of the Proxy Statement to its stockholders, no stop order suspending the effectiveness of the Registration Statement shall then be in effect, and no proceedings for that purpose shall then be threatened by the SEC or shall have been initiated by the SEC and not concluded or withdrawn;

(f) Blue Sky. All state securities or blue sky permits or approvals required to carry out the transactions contemplated hereby shall have been received;

(g) Stock Exchange Listing. The shares of Parent Common Stock

(i) into which the NorthPoint Common Stock will be converted pursuant to Article 11 hereof,
(ii) to be issued to Verizon pursuant to Article 11 hereof and
(iii) issuable upon the exercise of options issuable pursuant to Section 2.7 hereof, shall have been duly approved for listing on Nasdaq, subject to official notice of issuance; and

The obligations of NorthPoint to effect the Merger are also subject to the fulfillment of the following conditions:

(a) Representations and Warranties. The representations and warranties of Verizon contained in this Agreement shall be true and correct on the date hereof and (except to the extent such representations and warranties speak as of a date earlier than the date hereon shall also be true and correct on and as of the Closing Date, except for changes permitted under Section 6.2 hereof, as applicable, or otherwise contemplated by this Agreement, with the same force and effect as if made on and as of the Closing Date, provided, however, that for purposes of this Section 8.2(a) only, such representations and warranties shall be deemed to be true and correct unless the failure or failures of such representations and warranties to be so true and correct (without regard to materiality qualifiers contained therein), individually or in the aggregate, results or will result in a Material Adverse Effect on the Verizon DSL Business;

(b) Agreements and Covenants. Verizon shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or before the Effective Time;

(c) Certificates. NorthPoint shall have received a certificate of an executive officer of Verizon to the effect set forth in paragraphs (a) and (b) above;

(d) Tax Opinion. NorthPoint shall have received an opinion of Latham & Watkins, special counsel to NorthPoint, dated as of the Closing Date, in form and substance reasonably satisfactory to NorthPoint, substantially to the effect that, on the basis of the facts, representations and assumptions set forth in such opinion, the Merger constitutes a non-recognition transaction under Section 368 and/or Section 351 of the Code and therefore:

(i) no gain or loss will be recognized for federal income tax purposes by Parent, Merger Subsidiary or NorthPoint as a result of the formation of Merger Subsidiary and the Merger; and
(ii) no gain or loss will be recognized for federal income tax purposes by the stockholders of NorthPoint (other than Verizon or any Affiliate of Verizon, the tax consequences to which will be addressed in a separate opinion of tax counsel to Verizon) upon their exchange of NorthPoint Common Stock and NorthPoint Preferred Stock solely for Parent Common Stock pursuant to the Merger, except with respect to cash received in the Merger. In rendering such opinion, Latham & Watkins may require and rely upon

representation and covenants including representations and covenants substantially in the form of those contained in the NorthPoint, Parent and Verizon officer's certificates attached hereto as Exhibit E , Exhibit F and Exhibit G, respectively, and representations and covenants of holders of five percent of the Parent Common Stock outstanding immediately following the Merger and the Asset Contribution substantially to the effect that each such stockholder has no plan or intention to sell or otherwise dispose of such Parent Common Stock received in the Merger,

(e) Asset Contribution. Verizon shall have contributed the Verizon DSL Assets to Parent as provided herein; and

(f) Consents Under Verizon Agreements. Verizon shall have obtained the consent or approval of any Person whose consent or approval shall be required under any agreement or instrument in order to permit the consummation of the transactions contemplated hereby, except for the Consents referred to in Section 8.1 (d) hereof and except for those consents or approvals the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on the Verizon DSL Business.

The obligations of Verizon to effect the Merger and the Asset Contribution are also subject to the fulfillment of the following conditions:

(a) Representations and Warranties. The representations and warranties of NorthPoint contained in this Agreement shall be true and correct on the date hereof and (except to the extent such representations and warranties speak as of a date earlier than the date hereof) shall also be true and correct on and as of the Closing Date, except for changes permitted under Section 6.1 hereof, as applicable, or otherwise contemplated by this Agreement, with the same force and effect as if made on and as of the Closing Date, provided, however, that for purposes of this Section 83(a) only, such representations and warranties shall be deemed to be true and correct unless the failure or failures of such representations and warranties to be so true and correct (without regard to materiality qualifiers contained therein), individually or in the. aggregate, results or will result in a Material Adverse Effect on NorthPoint;

(b) Agreements and Covenants. NorthPoint shall have performed or complied in all material respects with all agreements and covenants required by

this Agreement to be performed or complied with by it on or before the Effective Time.

(c) Certificates. Verizon shall have received a certificate of an executive officer of NorthPoint to the effect set forth in paragraphs (a) and (b) above;

(d) Tax Opinion. Verizon shall have received an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to Verizon, dated Ls of the Effective Time, in form and substance reasonably satisfactory to Verizon, substantially to the effect that, on the. basis of the facts, representations and assumptions set forth in such opinion, the Asset Contribution together with the Merger constitutes a transfer of property under Section 351(a) of the Code and therefore no gain or loss will be recognized for federal income tax purposes by Verizon or Parent as a result of the Asset Contribution or the Merger. In rendering such opinion, Skadden, Arps, Slate, Meagher &. Flom LLP may require and rely upon representations and covenants including representations and covenants substantially in the form of those contained in the NorthPoint, Parent and Verizon officer's certificates attached hereto as Exhibit E., Exhibit F and Exhibit G, respectively, and representations and covenants of holders of five percent or more of the Parent Common Stock outstanding immediately following the Merger and the Asset Contribution, substantially to the effect that each such stockholder has no plan or intention to sell or otherwise dispose of such Parent Common Stock received in the Merger.

(e) Affiliate Agreements. Verizon shall have received the agreements required by Section 7.10 hereof to be delivered by the NorthPoint Rule 145 Affiliates, duly executed by each NorthPoint Rule 145 Affiliate.

(f) Dissenting Shares. The number of shares of NorthPoint Common Stock in respect of which the holders have taken all steps required to be taken prior to the Effective Time, to the extent such steps are necessary, to permit such shares to be deemed Dissenting Shares shall not exceed 10°..'0 of the number of outstanding shares of NorthPoint Common Stock as of the record date of the. NorthPoint Stockholders' Meeting.

(g) Material Adverse Effect. There shall not have occurred any Material Adverse Effect on NorthPoint.

(h) Consents Under NorthPoint Agreements. NorthPoint shall have obtained the consent or approval of any Person whose consent or approval shall be required under any agreement or instrument in order to permit the consummation of the transactions contemplated hereby, except for the Consents referred to in Section 8.1(d) hereof and except for those consents or approvals which the failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on NorthPoint.

(i) Employment Agreements. NorthPoint shall have entered into employment agreements with such senior management employees of NorthPoint as Verizon shall reasonably determine, which agreements shall be in form and substance reasonably satisfactory to Verizon.