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DEFINITIVE MERGER AGREEMENT
BY AND AMONG
BELL ATLANTIC CORPORATION
d/b/a VERIZON COMMUNICATIONS
SPHERE MERGER CORP.,
ONEPOINT COMMUNICATIONS CORP.,
VENTURES IN COMMUNICATIONS II, L.L.C.
AND
VENCOM, L.L.C.
August 4, 2000
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DEFINITIVE MERGER AGREEMENT
THIS DEFINITIVE MERGER AGREEMENT (this "Agreement"), dated as of August 4,
2000, is by and among BELL ATLANTIC CORPORATION d/b/a Verizon Communications, a
Delaware corporation ("VC"), SPHERE MERGER CORP., a Delaware corporation and a
wholly owned indirect subsidiary of VC or its designee ("Merger Sub") (Merger
Sub and VC are collectively referred to herein as the "Purchasers"), ONEPOINT
COMMUNICATIONS CORP., a Delaware corporation ("OP"), VENTURES IN COMMUNICATIONS
II, L.L.C., a Delaware limited liability company ("VIC II"), and VENCOM,
L.L.C., an Illinois limited liability company ("VenCom") (VIC II, and VenCom
are, collectively, the "Stockholders Group".)
W I T N E S S E T H:
WHEREAS, the respective Boards of Directors of VC, Merger Sub and OP, have
approved and declared advisable the reverse subsidiary merger of the Merger Sub
with and into OP (the "Merger"), upon the terms and conditions set forth
herein, whereby each issued and outstanding share of Preferred Stock, par value
$1.00 per share, of OP (the "Preferred Stock"), each issued and outstanding
share of Common Stock, par value $.01 per share, of OP (the "Common Stock") and
each common stock warrant to purchase 0.635 shares of Common Stock (each a
"Warrant"), will be converted in accordance with the provisions of Section 1.4
of this Agreement;
WHEREAS, the respective Boards of Directors of VC and OP have determined
that the Merger is in furtherance of and consistent with their respective long-
term business strategies and is in the best interest of their respective
stockholders;
WHEREAS, VenCom holds an 89.1% interest in, and is manager, of VIC II and
VIC II holds all of the Preferred Stock and 1,010,075 shares of the Common
Stock;
WHEREAS, VenCom has the right to cause VIC II to vote and dispose of all of
the Preferred Stock and 1,010,075 shares of the Common Stock, and, in order to
induce VC and Merger Sub to enter into this Agreement, VenCom is entering into
this Agreement;
WHEREAS, VenCom has agreed to cause VIC II to vote all of the shares of
Preferred Stock and Common Stock that it owns in favor of the Merger, and in
consideration for such approval, will receive cash as provided herein; and
WHEREAS, the Stockholders Group have substantial knowledge and experience in
respect of OP and the business conducted by OP, and will derive substantial
economic benefit from the transactions contemplated by this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the representations,
warranties and agreements herein contained and intending to be legally bound,
the parties agree as follows:
Article I
The Merger; Effect on The Merger on The Capital Stock of Constituent
Corporations; Exchange of Certificates
1.1 Merger. Subject to and in accordance with the terms and conditions of
this Agreement and in accordance with the General Corporation Law of the State
of Delaware, as amended (the "DGCL"), Merger Sub will be merged with and into
OP (the "Merger") at the Effective Time (as defined in Section 1.2). Following
the Merger, the separate existence of Merger Sub shall cease, and OP shall
continue as the surviving corporation (the "Surviving Corporation") and shall
succeed to and assume all the rights and obligations of Merger Sub in
accordance with the DGCL and shall continue under the name OnePoint
Communications Corp.
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IN WITNESS WHEREOF, VC, Merger Sub, OP and the Stockholders Group, the
parties here to have caused this Agreement to be signed by their respective
officers thereunto duly authorized, all as of the date first written above.
Bell Atlantic Corporation d/b/a
Verizon Communications
By: _________________________________
Print: Lawrence T. Babbio, Jr.
Title: Vice Chairman and President
Sphere Merger Corp.
By: _________________________________
Print: Lawrence T. Babbio, Jr.
Title: Vice Chairman and President
OnePoint Communications Corp.
By: _________________________________
Print: William F. Wallace
Title: President and CEO
Ventures In Communications II,
L.L.C.
By: _________________________________
Print: James A. Otterbeck
Title: President
Vencom, L.L.C.
By: _________________________________
Print: James A. Otterbeck
Title: President
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