NORTHPOINT COMMUNICATIONS HOLDINGS INC S-1

S-1

NORTHPOINT COMMUNICATIONS HOLDINGS, INC.

EX-4.1

FORM OF SPECIMEN COMMON STOCK CERTIFICATE

EX-9.1

AMENDED AND RESTATED VOTING AGREEMENT

EX-10.2

1997 STOCK OPTION PLAN

EX-10.3

AMENDED AND RESTATED SERIES C STOCK PURCHASE AGREEMENT

EX-10.4

THIRD AMENDED AND RESTATED RIGHT OF REFUSAL & CO-SALE AGRMNT

EX-10.6

SIDE LETTER/PURCHASE OF SERIES C PREFERRED STOCK WITH VULCAN

EX-10.7

SIDE LETTER/PURCHASE OF SERIES C PREFERRED WITH SHAREHOLDERS

EX-10.8

SIDE LETTER/MIRROR WARRANTS DATED 2/19/97

EX-10.11

BOARD OBSERVER AGREEMENT

EX-10.14

FORM OF INDEMNIFICATION AGREEMENT

EX-10.15

SERIES C PREFERRED STOCK PURCHASE WARRANT AGREEMENT

EX-10.16

SIDE LETTER/INFORMATION RIGHTS DATED 1/19/99

EX-10.17

ADDENDUM TO SERIES C PREFERRED STOCK PURCHASE AGREEMENT

EX-10.18

SUBSCRIPTION AGREEMENT DATED 12/31/97

EX-11.1

COMPUTATION OF PER SHARE EARNINGS

EX-23.1

CONSENT OF PRICEWATERHOUSECOOPERS LLP

EX-27.1

FINANCIAL DATA SCHEDULE