CLASS B COMMON STOCK PURCHASE WARRANT ------------------------------------- DATED: APRIL __, 1999 TO SUBSCRIBE FOR AND PURCHASE SHARES OF CLASS B COMMON STOCK OF NORTHPOINT COMMUNICATIONS GROUP, INC. -------------------------------------Warrant Agreement • April 19th, 1999 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone) • California
WHEREAS, pursuant to that certain Loan and Guaranty Agreement, dated as of April 5, 1999 (as it may be amended, supplemented or otherwise modified, the "Second Priority Loan Agreement"), among Borrower, NorthPoint Virginia,...Pledge and Security Agreement • April 19th, 1999 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 9.1 SECOND AMENDED AND RESTATED VOTING AGREEMENT --------------------------------------------Voting Agreement • April 19th, 1999 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone) • Delaware
EXHIBIT 10.12 THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE...Convertible Promissory Note • April 19th, 1999 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone) • California
EXHIBIT 10.4 FOURTH AMENDED AND RESTATED ---------------------------- RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT --------------------------------------------Right of First Refusal and Co-Sale Agreement • April 19th, 1999 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone) • California
FIFTH AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • April 19th, 1999 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone) • California
SECTION 1 Purchase and Sale of Shares --------------------------- 1.1 Authorization of Shares. The Company has authorized the issuance of ------------------------ shares of its Series D-1 Preferred Stock, having the rights, preferences, privileges and...Series D-1 Preferred Stock Purchase Agreement • April 19th, 1999 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone) • California
AMONGLoan and Guaranty Agreement • April 19th, 1999 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.29 EXECUTION SECOND PRIORITY LOAN AND GUARANTY AGREEMENT DATED AS OF APRIL 5, 1999Second Priority Loan and Guaranty Agreement • April 19th, 1999 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone) • New York
This letter will confirm our agreement that, notwithstanding the provisions of Section 6.3 of the Series D-1 Preferred Stock Purchase Agreement dated as of March 26, 1999 (the "Purchase Agreement") by and between NorthPoint ------------------...Preferred Stock Purchase Agreement • April 19th, 1999 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone)
EXHIBIT 10.26 NORTHPOINT COMMUNICATIONS HOLDINGS, INC. WARRANT AND RIGHTS AGREEMENT ----------------------------Warrant and Rights Agreement • April 19th, 1999 • Northpoint Communications Group Inc • Telephone communications (no radiotelephone) • California
