Common use of Authorized Capital Stock Clause in Contracts

Authorized Capital Stock. As of the date hereof, the authorized capital of the Company consists of 900,000,000 shares of Class A Common Stock, 150,000,000 shares of Class B Common Stock and 75,000,0000 shares of Preferred Stock, of which, (i) 154,870,376 shares of Class A Common Stock are issued and outstanding, (ii) 53,660,000 shares of Class B Common Stock are issued and outstanding, (iii) 17,149,558 shares of Class A Common Stock are reserved for issuance upon exercise of warrants, options and restricted stock awards granted under the Company’s stock and incentive plans, and (iv) none of the shares of Preferred Stock are issued and outstanding. The issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. With respect to each of the Subsidiaries, to the reasonable knowledge of the Company: (x) all the issued and outstanding shares of such Subsidiary’s capital stock have been duly authorized, validly issued, are fully paid and nonassessable, and, except for nominal shares held by nominees in the case of non-U.S. Subsidiaries, are owned by the Company free and clear of all liens, encumbrances and equities and claims, and (y) other than options to purchase approximately 3,250,000 shares issued by DBSD North America, Inc. (“DBSD”), there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such Subsidiary’s capital stock or any such options, rights, convertible securities or obligations. Notwithstanding the foregoing representation, (A) all of the issued and outstanding shares of the capital stock of ICO Global Communications (Operations) Limited (“ICO Global Communications”) and DBSD have been duly authorized, validly issued, are fully paid and nonassessable; (B) all of the issued and outstanding shares of the capital stock of ICO Global Communications are owned by the Company free and clear of all liens, encumbrances and equities and claims, and there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of ICO Global Communications’ capital stock or any such options, rights, convertible securities or obligations; and (C) without consideration of the bankruptcy proceeding involving, and related claims against, DBSD, and the restructuring of DBSD in accordance with the plan of reorganization as disclosed in the SEC Reports, approximately 99.84% of the issued and outstanding shares of DBSD are owned by the Company.

Authorized Capital Stock. As The Company had duly authorized and validly issued outstanding capitalization as set forth in the SEC Documents (as defined in Section 4.19) as of the date hereof, set forth therein; the authorized capital of the Company consists of 900,000,000 shares of Class A Common Stock, 150,000,000 shares of Class B Common Stock and 75,000,0000 shares of Preferred Stock, of which, (i) 154,870,376 shares of Class A Common Stock are issued and outstanding, (ii) 53,660,000 shares of Class B Common Stock are issued and outstanding, (iii) 17,149,558 shares of Class A Common Stock are reserved for issuance upon exercise of warrants, options and restricted stock awards granted under the Company’s stock and incentive plans, and (iv) none of the shares of Preferred Stock are issued and outstanding. The issued and outstanding shares of Common Stock (a) have been duly authorized and validly issued, (b) are fully paid and nonassessable, (c) have been issued in compliance with all federal and state securities laws and, (d) except for those granted therein by the holders thereof (other than the Company), are free and clear of all security interests, liens, pledges, mortgages or other encumbrances, whether arising voluntarily, involuntarily or by operation of law (“Liens”), (e) were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (f) conform in all material respects to the description thereof contained in the SEC Documents. Except as set forth in SEC Documents and except for the stock options or other equity incentives that have been issued since September 30, 2011, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. The issuance and sale of the Shares will not, immediately or with the passage of time, obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. With respect to each of the Subsidiaries, (i) all of the issued and outstanding shares of such Subsidiary’s capital stock (or equity interests in the case of non-corporate entities) have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. With respect to each of the Subsidiaries, to the reasonable knowledge of the Company: (x) all the issued and outstanding shares of such Subsidiary’s capital stock have been duly authorized, validly issued, are fully paid and nonassessable, and, except for nominal shares held by nominees in the case of non-U.S. Subsidiaries, are owned by the Company free and clear of all liens, encumbrances and equities and claims, and (yii) other than options to purchase approximately 3,250,000 shares issued by DBSD North America, Inc. (“DBSD”), there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such Subsidiary’s capital stock or any such options, rights, convertible securities or obligations. Notwithstanding the foregoing representation, (A) all of the issued and outstanding shares of the capital stock of ICO Global Communications (Operations) Limited (“ICO Global Communications”) and DBSD have been duly authorized, validly issued, are fully paid and nonassessable; (B) all of the issued and outstanding shares of the capital stock of ICO Global Communications are owned by the Company free and clear of all liens, encumbrances and equities and claims, and there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of ICO Global Communications’ capital stock or any such options, rights, convertible securities or obligations; and (C) without consideration of the bankruptcy proceeding involving, and related claims against, DBSD, and the restructuring of DBSD in accordance with the plan of reorganization as disclosed in the SEC Reports, approximately 99.84% of the issued and outstanding shares of DBSD are owned by the Company.

Authorized Capital Stock. As of the date hereof, the Tercica’s authorized capital of the Company stock consists of 900,000,000 (i) 100,000,000 shares of Class A Common Stock, 150,000,000 of which as of March 31, 2007 (A) 50,162,610 shares of Class B Common Stock were issued and 75,000,0000 outstanding, (B) 1,683,729 shares of Common Stock were reserved for future issuance under Tercica’s 2004 Stock Plan, 2002 Stock Plan, 2002 Executive Stock Plan and 2004 Employee Stock Purchase Plan (the “Plans”), (C) 5,196,012 shares of Common Stock were reserved for issuance upon the exercise of outstanding options granted under the Plans, (D) 8,405,524 shares of Common Stock were reserved for issuance upon the exercise of an outstanding warrant and the conversion of a senior convertible promissory note, in each case issued to Ipsen and (E) 260,000 shares were reserved for issuance upon the exercise of an outstanding warrant issued to Kingsbridge Capital Limited, and (ii) 5,000,000 shares of Preferred Stock, 1,000,000 of whichwhich are designated Series A Junior Participating Preferred Stock, (i) 154,870,376 shares none of Class A Common Stock which are issued and outstanding. Tercica has not issued any shares since March 31, (ii) 53,660,000 shares 2007 other than pursuant to employee or director equity incentive plans or purchase plans approved by the Board of Class B Common Stock are issued and outstanding, (iii) 17,149,558 shares Directors of Class A Common Stock are reserved for issuance upon exercise of warrants, options and restricted stock awards granted under the Company’s stock and incentive plans, and (iv) none of the shares of Preferred Stock are issued and outstandingTercica. The issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. With respect to each of the Subsidiaries, to the reasonable knowledge of the Company: (x) all the issued and Tercica does not have outstanding shares of such Subsidiary’s capital stock have been duly authorized, validly issued, are fully paid and nonassessable, and, except for nominal shares held by nominees in the case of non-U.S. Subsidiaries, are owned by the Company free and clear of all liens, encumbrances and equities and claims, and (y) other than options to purchase approximately 3,250,000 shares issued by DBSD North America, Inc. (“DBSD”), there are no outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such Subsidiary’s its capital stock or any such options, rights, convertible securities or obligations. Notwithstanding the foregoing representation, (A) all of the issued and outstanding shares of the capital stock of ICO Global Communications (Operations) Limited (“ICO Global Communications”) and DBSD have been duly authorized, validly issued, are fully paid and nonassessable; (B) all of the issued and outstanding shares of the capital stock of ICO Global Communications are owned by the Company free and clear of all liens, encumbrances and equities and claims, and there are no outstanding options agreements or commitments obligating Tercica to purchaserepurchase, redeem, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of ICO Global Communications’ otherwise acquire capital stock or any such optionsother securities of Tercica. There are no agreements to which Tercica is a party or by which it is bound with respect to the voting (including voting trusts or proxies), registration under the Securities Act, or sale or transfer (including agreements relating to pre-emptive rights, convertible rights of first refusal, co-sale rights or “drag-along” rights) of any securities or obligations; and (C) without consideration of the bankruptcy proceeding involving, and related claims against, DBSD, and the restructuring of DBSD in accordance with the plan of reorganization as disclosed in the SEC Reports, approximately 99.84% of the issued and outstanding shares of DBSD are owned by the CompanyTercica.

Authorized Capital Stock. As of the date hereof, the The Company’s authorized capital of the Company stock consists of 900,000,000 (i) 100,000,000 shares of Class A Common Stock, 150,000,000 of which as of June 30, 2006 (A) 37,581,734 shares of Class B Common Stock and 75,000,0000 shares of Preferred Stock, of which, (i) 154,870,376 shares of Class A Common Stock are were issued and outstanding, outstanding and (iiB) 53,660,000 6,801,813 shares of Class B Common Stock are issued and outstanding, (iii) 17,149,558 shares of Class A Common Stock are were reserved for issuance upon exercise of warrants, options and restricted stock awards granted under the Company’s stock 2004 Stock Plan, 2002 Stock Plan, 2002 Executive Stock Plan and incentive plans2004 Employee Stock Purchase Plan, including outstanding options for the purchase of 4,086,784 shares of Common Stock, and (ivii) none of the 5,000,000 shares of Preferred Stock Stock, none of which are issued and outstanding. The Company has not issued any shares since June 30, 2006 other than pursuant to employee or director equity incentive plans or purchase plans approved by the Board of Directors of the Company. The issued and outstanding shares of the Company’s Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. With respect to each Except as set forth in Section 3.2 of the SubsidiariesDisclosure Schedule or as contemplated by this Agreement or the other Transaction Documents, to the reasonable knowledge of the Company: (x) all the issued and outstanding shares of such Subsidiary’s capital stock have been duly authorized, validly issued, are fully paid and nonassessable, and, except for nominal shares held by nominees in the case of non-U.S. Subsidiaries, are owned by the Company free and clear of all liens, encumbrances and equities and claims, and (y) other than options to purchase approximately 3,250,000 shares issued by DBSD North America, Inc. (“DBSD”), there are no does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such Subsidiary’s its capital stock or any such options, rights, convertible securities or obligations. Notwithstanding the foregoing representation, (A) all of the issued and outstanding shares of the capital stock of ICO Global Communications (Operations) Limited (“ICO Global Communications”) and DBSD have been duly authorized, validly issued, are fully paid and nonassessable; (B) all of the issued and outstanding shares of the capital stock of ICO Global Communications are owned by the Company free and clear of all liens, encumbrances and equities and claims, and there are no outstanding options agreements or commitments obligating the Company to purchaserepurchase, redeem, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of ICO Global Communications’ otherwise acquire capital stock or any such optionsother securities of the Company. Except as set forth in Section 3.2 of the Disclosure Schedule or as contemplated by this Agreement, there are no agreements to which the Company is a party or by which it is bound with respect to the voting (including voting trusts or proxies), registration under the Securities Act, or sale or transfer (including agreements relating to pre-emptive rights, convertible rights of first refusal, co-sale rights or “drag-along” rights) of any securities or obligations; and (C) without consideration of the bankruptcy proceeding involving, and related claims against, DBSD, and the restructuring of DBSD in accordance with the plan of reorganization as disclosed in the SEC Reports, approximately 99.84% of the issued and outstanding shares of DBSD are owned by the Company.

Authorized Capital Stock. As of the date hereofThe authorized, the authorized issued and outstanding capital stock of the Company consists of 900,000,000 shares of Class A Common Stock, 150,000,000 shares of Class B Common Stock and 75,000,0000 shares of Preferred Stock, of which, (i) 154,870,376 shares of Class A Common Stock are issued and outstanding, (ii) 53,660,000 shares of Class B Common Stock are issued and outstanding, (iii) 17,149,558 shares of Class A Common Stock are reserved for issuance upon exercise of warrants, options and restricted stock awards granted under is as set forth in the Company’s stock and incentive plans, and (iv) none of the shares of Preferred Stock are issued and outstandingOffering Memorandum. The All issued and outstanding shares of Common Stock Company capital stock have been duly and validly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were and have not been issued in violation of or subject to any preemptive rights right, co-sale right, registration right, right of first refusal or other rights to subscribe for or purchase securitiessimilar right. With respect to each All of the Subsidiaries, to the reasonable knowledge outstanding shares of capital stock of the Company: (x) all the issued and outstanding shares of such Subsidiary’s capital stock 's subsidiaries have been duly authorized, and validly issued, authorized and issued and are fully paid and nonassessablenon-assessable and are owned, directly or indirectly, by the Company, free and clear of any lien, pledge, charge, security 11 interest or other encumbrance. The Shares have been duly authorized and, except for nominal shares held by nominees in the case of non-U.S. Subsidiariesthe Option Shares, are owned by reserved for issuance, and, when issued and sold pursuant to this Purchase Agreement and, in the case of the Option Shares, the Option Agreement, will be duly and validly issued, fully paid and nonassessable and none of them will be issued in violation of any preemptive or other similar right. Except as disclosed in the Offering Memorandum, there is no outstanding option, warrant or other right calling for the issuance of, and there is no commitment, plan or arrangement to issue, any share of capital stock of the Company free and clear of all liens, encumbrances and equities and claims, and (y) other than options to purchase approximately 3,250,000 shares issued by DBSD North America, Inc. (“DBSD”), there are no outstanding options to purchase, or any preemptive rights subsidiary or other rights to subscribe for or to purchase, any securities or obligations security convertible into, or any contracts exercisable or commitments to issue or sellexchangeable for, such capital stock. The shares of such Subsidiary’s capital stock or any such options, rights, Common Stock into which the Initial Shares are convertible securities or obligations. Notwithstanding (the foregoing representation, (A"Underlying Common Stock") all of the issued and outstanding shares of the capital stock of ICO Global Communications (Operations) Limited (“ICO Global Communications”) and DBSD have been duly authorizedauthorized and reserved for issuance and, when issued upon such conversion, will be duly and validly issued, are fully paid and nonassessable; (B) all nonassessable and none of the them will be issued and outstanding shares in violation of the capital stock of ICO Global Communications are owned by the Company free and clear of all liens, encumbrances and equities and claims, and there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of ICO Global Communications’ capital stock or any such options, rights, convertible securities or obligations; and (C) without consideration of the bankruptcy proceeding involving, and related claims against, DBSD, similar right. The Shares and the restructuring of DBSD Common Stock conform in accordance with the plan of reorganization as disclosed all material respects to all statements in relation thereto contained in the SEC Reports, approximately 99.84% of the issued and outstanding shares of DBSD are owned by the CompanyOffering Memorandum.

Authorized Capital Stock. As of the date hereofThe authorized, the authorized issued and outstanding capital stock of the Company consists of 900,000,000 shares of Class A Common Stock, 150,000,000 shares of Class B Common Stock and 75,000,0000 shares of Preferred Stock, of which, (i) 154,870,376 shares of Class A Common Stock are issued and outstanding, (ii) 53,660,000 shares of Class B Common Stock are issued and outstanding, (iii) 17,149,558 shares of Class A Common Stock are reserved for issuance upon exercise of warrants, options and restricted stock awards granted under is as set forth in the Company’s stock and incentive plans, and (iv) none of the shares of Preferred Stock are issued and outstandingOffering Memorandum. The All issued and outstanding shares of Common Stock Company capital stock have been duly and validly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were and have not been issued in violation of or subject to any preemptive rights right, cosale right, registration right, right of first refusal or other rights to subscribe for or purchase securitiessimilar right. With respect to each All of the Subsidiaries, to the reasonable knowledge outstanding shares of capital stock of the Company: (x) all the issued and outstanding shares of such Subsidiary’s capital stock 's subsidiaries have been duly authorized, and validly issued, authorized and issued and are fully paid and nonassessablenon-assessable and are owned, directly or indirectly, by the Company, free and clear of any lien, pledge, charge, security interest or other encumbrance. The Shares have been duly authorized and, except for nominal shares held by nominees in the case of non-U.S. Subsidiariesthe Option Shares, are owned by reserved for issuance, and, when issued and sold pursuant to this Purchase Agreement and, in the case of the Option Shares, the Option Agreement, will be duly and validly issued, fully paid and nonassessable and none of them will be issued in violation of any preemptive or other similar right. Except as disclosed in the Offering Memorandum, there is no outstanding option, warrant or other right calling for the issuance of, and there is no commitment, plan or arrangement to issue, any share of capital stock of the Company free and clear of all liens, encumbrances and equities and claims, and (y) other than options to purchase approximately 3,250,000 shares issued by DBSD North America, Inc. (“DBSD”), there are no outstanding options to purchase, or any preemptive rights subsidiary or other rights to subscribe for or to purchase, any securities or obligations security convertible into, or any contracts exercisable or commitments to issue or sellexchangeable for, such capital stock. The shares of such Subsidiary’s capital stock or any such options, rights, Common Stock into which the Initial Shares are convertible securities or obligations. Notwithstanding (the foregoing representation, (A"Underlying Common Stock") all of the issued and outstanding shares of the capital stock of ICO Global Communications (Operations) Limited (“ICO Global Communications”) and DBSD have been duly authorizedauthorized and reserved for issuance and, when issued upon such conversion, will be duly and validly issued, are fully paid and nonassessable; (B) all nonassessable and none of the them will be issued and outstanding shares in violation of the capital stock of ICO Global Communications are owned by the Company free and clear of all liens, encumbrances and equities and claims, and there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of ICO Global Communications’ capital stock or any such options, rights, convertible securities or obligations; and (C) without consideration of the bankruptcy proceeding involving, and related claims against, DBSD, similar right. The Shares and the restructuring of DBSD Common Stock conform in accordance with the plan of reorganization as disclosed all material respects to all statements in relation thereto contained in the SEC Reports, approximately 99.84% of the issued and outstanding shares of DBSD are owned by the CompanyOffering Memorandum.

Authorized Capital Stock. i) As of the date hereofof this Agreement, the authorized capital stock of the Holding Company (the “Capital Stock”) consists of 900,000,000 of: (A) 45,000,000 shares of Class A Common Stock, 150,000,000 and (B) 10,000,000 shares of Class B Common Stock and 75,000,0000 preferred stock, of which 104,823 shares of Fixed Rate Cumulative Perpetual Preferred Stock, of whichSeries B, (i) 154,870,376 1,276,480 shares of Class A Common Stock are issued and outstanding8% Non-Cumulative, (ii) 53,660,000 Convertible Perpetual Preferred Stock, Series C, 405,330 shares of Class B Common Stock are issued Nonvoting Convertible Preferred Stock, Series D, and outstanding, (iii) 17,149,558 223,520 shares of Class A Common Stock are reserved for issuance upon exercise of warrants8% Nonvoting, options and restricted stock awards granted under the Company’s stock and incentive plansNon-Cumulative, and (iv) none of the shares of Convertible Perpetual Preferred Stock Stock, Series E are issued and outstanding. The issued and outstanding As of the date of this Agreement, of the shares of Common Stock currently authorized: 17,877,708 shares are outstanding and no shares are reserved for issuance pursuant to any securities exercisable or exchangeable for, or convertible into, shares of Common Stock. ii) All outstanding shares of Capital Stock (including any outstanding restricted stock) have been duly authorized and validly issued, issued and are fully fully-paid and nonassessable, nonassessable and have been issued in compliance with all federal and state securities laws, were not issued in without violation of or subject to any the preemptive rights of any Person. iii) There are no voting trusts, proxies or other rights agreements to subscribe for or purchase securities. With respect to each of which the SubsidiariesHolding Company or, to the reasonable knowledge Knowledge of the Company: (x) all , any of its executive officers or directors is a party or by which it is bound with respect to the issued and outstanding voting of any shares of such Subsidiary’s capital stock have been duly authorized, validly issued, are fully paid and nonassessable, and, except for nominal Capital Stock affecting the voting of any shares held by nominees in the case of non-U.S. Subsidiaries, are owned by the Company free and clear of all liens, encumbrances and equities and claims, and (yCapital Stock. iv) other than options to purchase approximately 3,250,000 shares issued by DBSD North America, Inc. (“DBSD”), there There are no outstanding options to purchase, agreements or arrangements under which the Holding Company or any preemptive rights or other rights of its Subsidiaries is obligated to subscribe for or to purchase, register the sale of any of their securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such Subsidiary’s capital stock or any such options, rights, convertible securities or obligations. Notwithstanding under the foregoing representation, (A) all of the issued and outstanding shares of the capital stock of ICO Global Communications (Operations) Limited (“ICO Global Communications”) and DBSD have been duly authorized, validly issued, are fully paid and nonassessable; (B) all of the issued and outstanding shares of the capital stock of ICO Global Communications are owned by the Company free and clear of all liens, encumbrances and equities and claims, and there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of ICO Global Communications’ capital stock or any such options, rights, convertible securities or obligations; and (C) without consideration of the bankruptcy proceeding involving, and related claims against, DBSD, and the restructuring of DBSD in accordance with the plan of reorganization as disclosed in the SEC Reports, approximately 99.84% of the issued and outstanding shares of DBSD are owned by the Company1933 Act.

Authorized Capital Stock. As The authorized capital stock of the Company consists of 300,000,000 shares of Common Stock and 25,000,000 shares of preferred stock of which, as of the date hereof, the authorized capital of the Company consists of 900,000,000 5,400,810 shares of Class A Common Stock, 150,000,000 shares of Class B Common Stock and 75,000,0000 shares of Preferred Stock, of which, (i) 154,870,376 shares of Class A Common Stock are issued and outstanding, (ii) 53,660,000 no shares of Class B Common Stock preferred stock are issued and outstanding, (iii) 17,149,558 outstanding and 272,093 shares of Class A Common Stock are reserved for issuance upon exercise of warrants, options and restricted stock awards granted under the Company’s stock and incentive plans, and (iv) none of the shares of Preferred Stock are issued and outstanding. The issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal federal, state and state applicable foreign securities laws, and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. Except as set forth in the first sentence of this Section 5(b) or set forth on Schedule II hereto, no shares of capital stock (or convertible securities or instruments) of the Company are outstanding, the Company does not have outstanding any securities (whether debt or equity) convertible into or exercisable or exchangeable for any shares of capital stock or equity interests of the Company, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock or equity interests of the Company, or any stock or securities convertible into or exercisable or exchangeable for any capital stock or equity interests of the Company. Except as provided for pursuant to the Registration Rights Agreement, the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of its capital stock or equity interests. With respect to each of the Subsidiaries, to the reasonable knowledge Subsidiary of the Company: (x) , all of the issued and outstanding shares of such Subsidiary’s capital stock or other equity interests (i) have been duly authorized, validly issued, are fully paid and nonassessable, and, except for nominal shares held by nominees in the case of non-U.S. Subsidiaries, and (ii) are owned by the Company free and clear of all liens, encumbrances and equities and claims, except, in the case of this clause (ii), for (A) nominal shares of Common Stock held by nominees in the case of a non-U.S. Subsidiary of the Company and (yB) other than options to purchase approximately 3,250,000 pledges of shares issued by DBSD North Americaof the Company’s vessel owning Subsidiaries that serve as security for the Company’s credit facilities as disclosed in “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources” of the Form 20-F. No Subsidiary of the Company has outstanding any securities (whether debt or equity) convertible into or exercisable or exchangeable for any shares of capital stock or equity interests of such Subsidiary, Inc. (“DBSD”), there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, purchase or any securities or obligations convertible intooptions for the purchase of, or any contracts agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to issue the issuance of, any capital stock or sell, shares equity interests of such Subsidiary’s , or any stock or securities convertible into or exercisable or exchangeable for any capital stock or any equity interests of such options, rights, convertible securities or obligations. Notwithstanding the foregoing representation, (A) all of the issued and outstanding shares of the capital stock of ICO Global Communications (Operations) Limited (“ICO Global Communications”) and DBSD have been duly authorized, validly issued, are fully paid and nonassessable; (B) all of the issued and outstanding shares of the capital stock of ICO Global Communications are owned by the Company free and clear of all liens, encumbrances and equities and claims, and there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of ICO Global Communications’ capital stock or any such options, rights, convertible securities or obligations; and (C) without consideration of the bankruptcy proceeding involving, and related claims against, DBSD, and the restructuring of DBSD in accordance with the plan of reorganization as disclosed in the SEC Reports, approximately 99.84% of the issued and outstanding shares of DBSD are owned by the CompanySubsidiary.

Authorized Capital Stock. As The authorized capital stock of the Company, as of the date hereof, the authorized capital consisted of the Company consists of 900,000,000 250 million shares of Class A Common Stock, 150,000,000 $0.01 par value per share, of which 101,719,953 shares of Class B Common Stock were issued and 75,000,0000 outstanding and 25 million shares of Preferred Stock, of which$0.01 par value per share, (i) 154,870,376 shares of Class A Common Stock are issued and outstanding, (ii) 53,660,000 shares of Class B Common Stock are issued and outstanding, (iii) 17,149,558 shares of Class A Common Stock are reserved for issuance upon exercise of warrants, options and restricted stock awards granted under the Company’s stock and incentive plans, and (iv) none of the shares which have been designated and none of Preferred Stock which are issued and outstanding. The All of the issued and outstanding shares of Common Stock (a) have been duly authorized and validly issued, (b) are fully paid and nonassessable, (c) have been issued in compliance with all federal and state securities lawslaws and, (d) except for those granted therein by the holders thereof (other than the Company), are free and clear of all security interests, liens, pledges, mortgages or other encumbrances, whether arising voluntarily, involuntarily or by operation of law (“Liens”), (e) were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. With respect to each of the Subsidiaries, to the reasonable knowledge of the Company: (x) all the issued and outstanding shares of such Subsidiary’s capital stock have been duly authorized, validly issued, are fully paid and nonassessable, and, except for nominal shares held by nominees in the case of non-U.S. Subsidiaries, are owned by the Company free and clear of all liens, encumbrances and equities and claims, and (yf) other than options conform in all material respects to the description thereof in the SEC Documents (as defined in Section 4.20). Options and warrants to purchase approximately 3,250,000 an aggregate of 26,315,789 shares issued of Common Stock (without giving effect to any anti-dilution adjustments resulting from the issuance of the Notes hereunder) were outstanding as of the date hereof. Except as disclosed in or contemplated by DBSD North Americathe SEC Documents, Inc. (“DBSD”), there are no the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such Subsidiary’s its capital stock or any such options, rights, convertible securities or obligations. Notwithstanding the foregoing representation, (A) all of the issued and outstanding shares of the capital stock of ICO Global Communications (Operations) Limited (“ICO Global Communications”) and DBSD have been duly authorized, validly issued, are fully paid and nonassessable; (B) all of the issued and outstanding shares of the capital stock of ICO Global Communications are owned by the Company free and clear of all liens, encumbrances and equities and claims, and there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of ICO Global Communications’ capital stock or any such options, rights, convertible securities or obligations; and (C) without consideration of the bankruptcy proceeding involving, and related claims against, DBSD, and the restructuring of DBSD in accordance with the plan of reorganization as disclosed in the SEC Reports, approximately 99.84% of the issued and outstanding shares of DBSD are owned by the Company.

Authorized Capital Stock. As of the date hereofImmediately prior to Closing, the Company will have (i) authorized capital of the Company consists of 900,000,000 200,000,000 and outstanding 111,566,993 shares of Class A Common Stock, 150,000,000 shares of Class B Common Stock and 75,000,0000 (ii) authorized 5,000,000 shares of Preferred Stock, $0.01 par value per share ("PREFERRED STOCK"), of whichwhich 1,500,000 shares have been designated Series A Convertible Preferred Stock, (i) 154,870,376 655 shares of Class A Common Stock which are issued and outstanding, (ii) 53,660,000 and of which 200,000 shares of Class B Common Stock are issued and outstandinghave been designated Series C Junior Participating Preferred Stock, (iii) 17,149,558 shares of Class A Common Stock are reserved for issuance upon exercise of warrants, options and restricted stock awards granted under the Company’s stock and incentive plans, and (iv) none of which are outstanding; the shares of Preferred Stock are issued and outstanding. The issued and outstanding shares of the Common Stock and Preferred Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance in material respects with all federal and state securities laws, were not issued in violation of or and are not subject to any preemptive rights or other rights to subscribe for or purchase securities. With securities granted by the Company, and conform (except with respect to each the number of the Subsidiariesauthorized, to the reasonable knowledge of the Company: (x) all the issued and outstanding shares of such Subsidiary’s capital stock have been duly authorized, validly issued, are fully paid and nonassessable, and, except for nominal shares held by nominees shares) in all material respects to the description thereof contained in the case Exchange Act Reports with the Securities and Exchange Commission (the "COMMISSION" or the "SEC") under the Securities Exchange Act of non1934, as amended (the "EXCHANGE ACT"), or in any Registration Statement on Form 8-U.S. Subsidiaries, are owned A filed with the SEC by the Company. Except as disclosed in the Exchange Act Reports, the Company free and clear of all liens, encumbrances and equities and claims, and (y) other than options to purchase approximately 3,250,000 shares issued by DBSD North America, Inc. (“DBSD”), there are no does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments requiring the Company to issue or sell, shares of such Subsidiary’s its capital stock or any such options, rights, convertible securities or obligations. Notwithstanding , other than options granted under plans described in the foregoing representationExchange Act Reports, securities issued under the common stock purchase agreement dated March 24, 2006 between the Company and Biotech Shares Ltd. (Athe "BIOTECH SHARES AGREEMENT") all and warrants issued to Youssef El-Zein as agent of the issued and outstanding shares Company in connection with the Biotech Shares Agreement. The description of the capital Company's stock, stock of ICO Global Communications (Operations) Limited (“ICO Global Communications”) bonus and DBSD have been duly authorized, validly issued, are fully paid other stock plans or arrangements and nonassessable; (B) all of the issued and outstanding shares of the capital stock of ICO Global Communications are owned by the Company free and clear of all liens, encumbrances and equities and claims, and there are no outstanding options to purchase, or any preemptive rights or other rights granted and exercised thereunder, set forth in the Exchange Act Reports accurately and fairly presents in all material respects all material information with respect to subscribe for or to purchasesuch plans, any securities or obligations convertible intoarrangements, or any contracts or commitments to issue or sell, shares of ICO Global Communications’ capital stock or any such options, options and rights, convertible securities or obligations; and (C) without consideration as of the bankruptcy proceeding involvingdates for which such information is given, and related claims against, DBSD, that is required by the Exchange Act and the restructuring of DBSD in accordance with the plan of reorganization as disclosed in the SEC Reports, approximately 99.84% of the issued rules and outstanding shares of DBSD are owned by the Companyregulations promulgated thereunder to be so described.

Authorized Capital Stock. As of the date hereof, the Company had authorized capital stock consisting of the Company consists of 900,000,000 77,266,500 shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”), of which 11,261,707 are outstanding, 2,733,500 shares of Class B common stock, par value $0.01 per share (“Class B Common Stock,” together with the Class A Common Stock, 150,000,000 the “Common Stock”), of which 2,733,500 are outstanding and 20,000,000 shares of Class B Common Stock and 75,000,0000 shares of preferred stock, par value $0.01 per share (Preferred Stock,” together with the Common Stock, the “Company Stock”), of whichwhich none are outstanding. Except as disclosed in or contemplated by the reports, schedules and forms filed or to be filed by the Company with the Securities and Exchange Commission (i“Commission”) 154,870,376 shares of Class A Common Stock are issued and outstandingsince December 15, (ii) 53,660,000 shares of Class B Common Stock are issued and outstanding, (iii) 17,149,558 shares of Class A Common Stock are reserved for issuance upon exercise of warrants, options and restricted stock awards granted under 2004 through the Company’s stock and incentive plans, and (iv) none date of the shares of Preferred Stock are issued and outstanding. The Closing (the “SEC Reports”), the issued and outstanding shares of the Company’s Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. With respect to each of the Subsidiaries, and conform to the reasonable knowledge description thereof contained under the heading “Description of Capital Stock” in the Company: ’s Registration Statement on Form S-1 (xFile No. 333-118193) all (the issued and outstanding shares of such Subsidiary’s capital stock have been duly authorized, validly issued, are fully paid and nonassessable, and, except for nominal shares held by nominees “IPO Registration Statement”). Except as disclosed in the case of non-U.S. SubsidiariesSEC Reports, are owned by the Company free and clear of all liens, encumbrances and equities and claims, and (y) other than options to purchase approximately 3,250,000 shares issued by DBSD North America, Inc. (“DBSD”), there are no does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such Subsidiary’s its capital stock or any such options, rights, convertible securities or obligations. Notwithstanding the foregoing representation, (A) all The description of the issued Company’s stock, stock bonus and outstanding shares of other stock plans or arrangements and the capital stock of ICO Global Communications (Operations) Limited (“ICO Global Communications”) and DBSD have been duly authorized, validly issued, are fully paid and nonassessable; (B) all of the issued and outstanding shares of the capital stock of ICO Global Communications are owned by the Company free and clear of all liens, encumbrances and equities and claims, and there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchasegranted and exercised thereunder, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of ICO Global Communications’ capital stock or any such options, rights, convertible securities or obligations; and (C) without consideration of the bankruptcy proceeding involving, and related claims against, DBSD, and the restructuring of DBSD in accordance with the plan of reorganization as disclosed set forth in the SEC ReportsCompany’s Definitive Proxy Statement on Schedule 14A filed on April 14, approximately 99.84% of 2006 (the issued “Proxy Statement”) accurately and outstanding shares of DBSD are owned by the Companyfairly presents all material information with respect to such plans, arrangements, options and rights.

Authorized Capital Stock. As of the date hereof, the Company's authorized capital of the Company stock consists of 900,000,000 (i) 75,000,000 shares of Class A Common Stock, 150,000,000 of which 48,140,838 shares were issued and outstanding as of October 5, 2005, and (ii) 2,000,000 shares of Class B Common Stock and 75,000,0000 shares preferred stock, par value $0.001 per share (the "PREFERRED STOCK"), none of Preferred Stock, of which, (i) 154,870,376 shares of Class A Common Stock which are issued and outstanding. The Company has not issued any shares since January 1, (ii) 53,660,000 shares of Class B Common Stock are issued 2005 other than pursuant to employee or director equity incentive plans or purchase plans approved by the Board and outstanding, (iii) 17,149,558 shares of Class A Common Stock are reserved for issuance upon the exercise of warrants, options and restricted stock awards granted under the Company’s stock and incentive plans, and (iv) none of the shares of Preferred Stock are issued and outstandingwarrants outstanding on such date. The issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. Except as set forth in Schedule 2.2 or as contemplated by this Agreement, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock and there are no agreements or commitments obligating the Company to repurchase, redeem, or otherwise acquire capital stock or other securities of the Company. Except as set forth in Schedule 2.2 or as contemplated by this Agreement, there are no agreements to which the Company is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act, or sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or "drag-along" rights) of any securities of the Company. With respect to each Subsidiary, (i) the Company owns 100% of the SubsidiariesSubsidiary's capital stock, to the reasonable knowledge of the Company: (xii) all the issued and outstanding shares of such the Subsidiary’s 's capital stock have been duly authorized, authorized and validly issued, are fully paid and nonassessable, and, except for nominal shares held by nominees have been issued in the case of non-U.S. Subsidiaries, are owned by the Company free compliance with applicable federal and clear of all liens, encumbrances and equities and claimsstate securities laws, and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, (yiii) other than options to purchase approximately 3,250,000 shares issued by DBSD North America, Inc. (“DBSD”), there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such any Subsidiary’s 's capital stock, and (iv) there are no agreements or commitments obligating any Subsidiary of the Company to repurchase, redeem, or otherwise acquire capital stock or any such options, rights, convertible other securities or obligations. Notwithstanding the foregoing representation, (A) all of the issued and outstanding shares of the capital stock of ICO Global Communications (Operations) Limited (“ICO Global Communications”) and DBSD have been duly authorized, validly issued, are fully paid and nonassessable; (B) all of the issued and outstanding shares of the capital stock of ICO Global Communications are owned by the Company free and clear of all liens, encumbrances and equities and claims, and there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of ICO Global Communications’ capital stock or any such options, rights, convertible securities or obligations; and (C) without consideration of the bankruptcy proceeding involving, and related claims against, DBSD, and the restructuring of DBSD in accordance with the plan of reorganization as disclosed in the SEC Reports, approximately 99.84% of the issued and outstanding shares of DBSD are owned by the Companyits Subsidiaries.

Authorized Capital Stock. As of the date hereofImmediately prior to Closing, the Company will have (i) authorized capital of the Company consists of 900,000,000 70,000,000 shares of Class A Common Stock, 150,000,000 of which 27,634,389 shares of Class B Common Stock were outstanding as of October 15, 2011, and 75,000,0000 (ii) authorized 5,000,000 shares of Preferred Stock, $0.01 par value per share (“PREFERRED STOCK”), of whichwhich 1,500,000 shares have been designated Series A Convertible Preferred Stock, (i) 154,870,376 655 shares of Class A Common Stock which are issued and outstanding, (ii) 53,660,000 200,000 shares have been designated Series C Junior Participating Preferred Stock, none of Class B Common Stock which are issued and outstanding, (iii) 17,149,558 and 1,124,260 shares of Class A Common Stock are reserved for issuance upon exercise of warrants, options and restricted stock awards granted under the Company’s stock and incentive plans, and (iv) none of the shares of have been designated Series D Preferred Stock are issued and outstandingStock. The issued and outstanding shares of the Common Stock and Preferred Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance in material respects with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. With securities granted by the Company, and conform (except with respect to each the number of the Subsidiariesauthorized, to the reasonable knowledge of the Company: (x) all the issued and outstanding shares of such Subsidiary’s capital stock have been duly authorized, validly issued, are fully paid and nonassessable, and, except for nominal shares held by nominees shares) in all material respects to the description thereof contained in the case of nonExchange Act Reports or in any Registration Statement on Form 8-U.S. Subsidiaries, are owned A filed with the Securities and Exchange Commission (the “COMMISSION” or the “SEC”) by the Company free and clear of all liens, encumbrances and equities and claims, and Company. Except as disclosed in the Exchange Act Reports (y) other than including options to purchase approximately 3,250,000 shares issued by DBSD North America, Inc. (“DBSD”granted under plans described in the Exchange Act Reports), there are no the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments requiring the Company to issue or sell, shares of such Subsidiary’s its capital stock or any such options, rights, convertible securities or obligations. Notwithstanding the foregoing representation, (A) all of the issued and outstanding shares of the capital stock of ICO Global Communications (Operations) Limited (“ICO Global Communications”) and DBSD have been duly authorized, validly issued, are fully paid and nonassessable; (B) all of the issued and outstanding shares of the capital stock of ICO Global Communications are owned by the Company free and clear of all liens, encumbrances and equities and claims, and there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of ICO Global Communications’ capital stock or any such options, rights, convertible securities or obligations; and (C) without consideration of the bankruptcy proceeding involving, and related claims against, DBSD, and the restructuring of DBSD in accordance with the plan of reorganization as disclosed in the SEC Reports, approximately 99.84% of the issued and outstanding shares of DBSD are owned by the Company.

Authorized Capital Stock. As Set forth in Schedule 4.3 is the Company’s capital structure as of the date hereof, ; the authorized capital of the Company consists of 900,000,000 shares of Class A Common Stock, 150,000,000 shares of Class B Common Stock and 75,000,0000 shares of Preferred Stock, of which, (i) 154,870,376 shares of Class A Common Stock are issued and outstanding, (ii) 53,660,000 shares of Class B Common Stock are issued and outstanding, (iii) 17,149,558 shares of Class A Common Stock are reserved for issuance upon exercise of warrants, options and restricted stock awards granted under the Company’s stock and incentive plans, and (iv) none of the shares of Preferred Stock are issued and outstanding. The issued and outstanding shares of Common Stock (a) have been duly authorized and validly issued, (b) are fully paid and nonassessable, (c) have been issued in compliance with all federal and state securities laws and, (d) except for those granted therein by the holders thereof (other than the Company), are free and clear of all security interests, liens, pledges, mortgages or other encumbrances, whether arising voluntarily, involuntarily or by operation of law (“Liens”), and (e) were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. Except as set forth in Schedule 4.3 and except for the stock options or other equity incentives that have been issued since March 1, 2010, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. With respect to each of the Subsidiaries, (i) all of the issued and outstanding shares of such Subsidiary’s capital stock (or equity interests in the case of non-corporate entities) have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. With respect securities and were not issued in violation of any contract or agreement to each of the Subsidiaries, to the reasonable knowledge of the Company: (x) all the issued and outstanding shares of such Subsidiary’s capital stock have been duly authorized, validly issued, are fully paid and nonassessable, and, except for nominal shares held by nominees in the case of non-U.S. Subsidiaries, are owned by which the Company free and clear of all liens, encumbrances and equities and claims, is a party; and (yii) other than options to purchase approximately 3,250,000 shares issued by DBSD North America, Inc. (“DBSD”), there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such Subsidiary’s capital stock or any such options, rights, convertible securities or obligations. Notwithstanding The Company has no current plans or intentions to issue any additional shares of Common Stock between the foregoing representationdate hereof and the Closing, (A) all except for stock options or other equity incentives under the Company’s existing employee benefit or compensation plans or Common Stock issued pursuant to the conversion of other capital stock outstanding as of the issued and outstanding shares date hereof, the conversion of the capital stock of ICO Global Communications (Operations) Limited (“ICO Global Communications”) and DBSD have been duly authorizedConvertible Notes, validly issued, are fully paid and nonassessable; (B) all the exercise of the issued and outstanding shares of the capital stock of ICO Global Communications are owned by the Company free and clear of all liens, encumbrances and equities and claims, and there are no outstanding options to purchase, Warrant or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of ICO Global Communications’ capital stock or any such options, rights, convertible securities or obligations; and (C) without consideration of the bankruptcy proceeding involving, and related claims against, DBSD, and the restructuring of DBSD as otherwise contemplated in accordance with the plan of reorganization as disclosed in the SEC Reports, approximately 99.84% of the issued and outstanding shares of DBSD are owned by the Companythis Agreement.

Authorized Capital Stock. As of the date hereof, the Tercica’s authorized capital of the Company stock consists of 900,000,000 (i) 100,000,000 shares of Class A Common Stock, 150,000,000 of which as of July 18, 2008 (A) 52,330,320 shares of Class B Common Stock were issued and 75,000,0000 outstanding, (B) 8,953,834 shares of Common Stock were reserved for issuance under Tercica’s Amended and Restated 2004 Stock Plan, 2002 Stock Plan and 2002 Executive Stock Plan (the Plans), (C) 232,839 shares of Common Stock were reserved for future issuance under Tercica’s 2004 Employee Stock Purchase Plan, (D) 6,762,496 shares of Common Stock were reserved for issuance upon the exercise of outstanding options and restricted stock units granted under the Plans, (E) 15,720,653 shares of Common Stock were reserved for issuance upon the exercise of the Warrant and the Convertible Notes and (F) 260,000 shares were reserved for issuance upon the exercise of an outstanding warrant issued to Kingsbridge Capital Limited, and (ii) 5,000,000 shares of Preferred Stock, 1,000,000 of whichwhich were designated Series A Junior Participating Preferred Stock, (i) 154,870,376 shares of Class A Common Stock are issued and outstanding, (ii) 53,660,000 shares of Class B Common Stock are issued and outstanding, (iii) 17,149,558 shares of Class A Common Stock are reserved for issuance upon exercise of warrants, options and restricted stock awards granted under the Company’s stock and incentive plans, and (iv) none of which were issued or outstanding. Tercica has not issued any shares since July 18, 2008 other than pursuant to employee or director equity incentive plans or purchase plans approved by the shares Board of Preferred Stock are issued and outstandingDirectors of Tercica. The issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. With respect to each of the Subsidiaries, to the reasonable knowledge of the Company: (x) all the issued and Tercica does not have outstanding shares of such Subsidiary’s capital stock have been duly authorized, validly issued, are fully paid and nonassessable, and, except for nominal shares held by nominees in the case of non-U.S. Subsidiaries, are owned by the Company free and clear of all liens, encumbrances and equities and claims, and (y) other than options to purchase approximately 3,250,000 shares issued by DBSD North America, Inc. (“DBSD”), there are no outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such Subsidiary’s its capital stock or any such options, rights, convertible securities or obligations. Notwithstanding the foregoing representation, (A) all of the issued and outstanding shares of the capital stock of ICO Global Communications (Operations) Limited (“ICO Global Communications”) and DBSD have been duly authorized, validly issued, are fully paid and nonassessable; (B) all of the issued and outstanding shares of the capital stock of ICO Global Communications are owned by the Company free and clear of all liens, encumbrances and equities and claims, and there are no outstanding options agreements or commitments obligating Tercica to purchaserepurchase, redeem, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of ICO Global Communications’ otherwise acquire capital stock or any such optionsother securities of Tercica. There are no agreements to which Tercica is a party or by which it is bound with respect to the voting (including voting trusts or proxies), registration under the Securities Act, or sale or transfer (including agreements relating to pre-emptive rights, convertible rights of first refusal, co-sale rights or “drag-along” rights) of any securities or obligations; and (C) without consideration of the bankruptcy proceeding involving, and related claims against, DBSD, and the restructuring of DBSD in accordance with the plan of reorganization as disclosed in the SEC Reports, approximately 99.84% of the issued and outstanding shares of DBSD are owned by the CompanyTercica.

Authorized Capital Stock. As of the date hereof, the authorized capital stock of the Company consists of 900,000,000 (a) 50,000,000 shares of Class A Common Stock, 150,000,000 $0.001 par value per share, of which 19,346,798 shares were outstanding as of Class B Common Stock May 24, 1999 and 75,000,0000 (b) 2,000,000 shares of Preferred Stock, of which$0.001 par value per share, (i) 154,870,376 shares of Class A Common Stock are issued and outstanding, (ii) 53,660,000 shares of Class B Common Stock are issued and outstanding, (iii) 17,149,558 shares of Class A Common Stock are reserved for issuance upon exercise of warrants, options and restricted stock awards granted under the Company’s stock and incentive plans, and (iv) none of the shares of Preferred Stock which are issued and outstanding. The Since May 24, 1999, no shares of Common Stock have been issued and by the Company other than Employee Shares. All of the outstanding shares of Common Stock have been duly authorized and are validly issuedissued and outstanding, are fully paid and nonassessable, have been and were issued in compliance with all federal applicable Federal and state securities laws, were not issued in violation . Except for (A) 3,896,575 shares of or Common Stock subject to any preemptive rights or other rights to subscribe for or purchase securities. With respect to each of options granted under the SubsidiariesCompany's 1988 Stock Option Plan, 1997 Equity Incentive Plan and 1997 Non-Officer Equity Incentive Plan and to the reasonable knowledge Company's Chief Executive Officer outside those plans, (B) 484,000 shares of Common Stock subject to options granted to members of the Company: 's Board of Directors under the Company's 1993 Non-Employee Directors' Stock Option Plan and to members of the Company's Advisory Board, (xC) all the issued and outstanding 200,000 shares of such Subsidiary’s capital stock have been duly authorizedCommon Stock subject to outstanding warrants, validly issued, are fully paid and nonassessable, and, except for nominal (D) 3,092,783 shares held by nominees in of Common Stock issuable upon conversion of the case of non-U.S. Subsidiaries, are owned by the Company free and clear of all liens, encumbrances and equities and claimsCompany's 8% Convertible Subordinated Notes due 2003 ("Convertible Notes"), and (yE) other than options to purchase approximately 3,250,000 167,666 shares issued by DBSD North Americaof Common Stock reserved for issuance under the Company's 1991 Employee Stock Purchase Plan, Inc. there were not outstanding as of the date of this Agreement any existing subscriptions, options, warrants, rights (“DBSD”including conversion or preemptive rights), there are no outstanding options to purchaseconvertible securities, calls, commitments or agreements for the purchase or acquisition from the Company of any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such Subsidiary’s its capital stock or any such options, rights, securities exercisable for or convertible securities or obligations. Notwithstanding the foregoing representation, (A) all of the issued and outstanding into shares of its capital stock nor is the Company subject to any obligation (contingent or otherwise) to repurchase, redeem or otherwise acquire shares of capital stock of ICO Global Communications (Operations) Limited (“ICO Global Communications”) and DBSD have been duly authorizedthe Company or any Subsidiary, validly issued, are fully paid and nonassessable; (B) all in any case except as set forth on Schedule 3.3 of the issued COMPANY SCHEDULE and outstanding as contemplated by this Agreement. Other than Vulcan and the rights associated with the Convertible Notes, no person has any registration rights with respect to any stock of the Company. As of the date of this Agreement, the Company has available for future grant 246,379 shares of Common Stock for issuance pursuant to the capital stock of ICO Global Communications are owned by the Employee Stock Plans. The Company free and clear of all liens, encumbrances and equities and claims, and there are no outstanding options to purchase, or any preemptive does not have a shareholder rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of ICO Global Communications’ capital stock or any such options, rights, convertible securities or obligations; and (C) without consideration of the bankruptcy proceeding involving, and related claims against, DBSD, and the restructuring of DBSD in accordance with the plan of reorganization plan. Except as disclosed in on the SEC ReportsCOMPANY SCHEDULE, approximately 99.84% of the issued and outstanding shares of DBSD are owned by the Company.there

Authorized Capital Stock. As of the date hereof, the authorized capital of the Company consists of 900,000,000 shares of Class A Common Stock, 150,000,000 shares of Class B Common Stock and 75,000,0000 shares of Preferred Stock, of which, (i) 154,870,376 i)154,870,376 shares of Class A Common Stock are issued and outstanding, (ii) 53,660,000 ii)53,660,000 shares of Class B Common Stock are issued and outstanding, (iii) 17,149,558 iii)17,149,558 shares of Class A Common Stock are reserved for issuance upon exercise of warrants, options and restricted stock awards granted under the Company’s stock and incentive plans, and (iv) none of the shares of Preferred Stock are issued and outstanding. The issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. With respect to each of the Subsidiaries, to the reasonable knowledge of the Company: (x) all the issued and outstanding shares of such Subsidiary’s capital stock have been duly authorized, validly issued, are fully paid and nonassessable, and, except for nominal shares held by nominees in the case of non-U.S. Subsidiaries, are owned by the Company free and clear of all liens, encumbrances and equities and claims, and (y) other than options to purchase approximately 3,250,000 shares issued by DBSD North America, Inc. (“DBSD”), there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such Subsidiary’s capital stock or any such options, rights, convertible securities or obligations. Notwithstanding Without limiting the foregoing representation, (A) all of the issued and outstanding shares of the capital stock of ICO Global Communications (Operations) Limited (“ICO Global Communications”) and DBSD have been duly authorized, validly issued, are fully paid and nonassessable; (B) all of the issued and outstanding shares of the capital stock of ICO Global Communications are owned by the Company free and clear of all liens, encumbrances and equities and claims, and there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of ICO Global Communications’ capital stock or any such options, rights, convertible securities or obligations; and (C) without consideration of the bankruptcy proceeding involving, and related claims against, DBSD, involving DBSD and the restructuring of DBSD in accordance with the plan of reorganization as disclosed in the SEC Reportsreorganization, approximately 99.84% of the issued and outstanding shares of DBSD are owned by the Company.

Authorized Capital Stock. As of the date hereof, the Company’s authorized capital of the Company stock consists of 900,000,000 (i) 75,000,000 shares of Class A Common Stock, 150,000,000 of which 48,140,838 shares were issued and outstanding as of October 5, 2005, and (ii) 2,000,000 shares of Class B Common Stock and 75,000,0000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”), none of which, (i) 154,870,376 shares of Class A Common Stock which are issued and outstanding. The Company has not issued any shares since January 1, (ii) 53,660,000 shares of Class B Common Stock are issued 2005 other than pursuant to employee or director equity incentive plans or purchase plans approved by the Board and outstanding, (iii) 17,149,558 shares of Class A Common Stock are reserved for issuance upon the exercise of warrants, options and restricted stock awards granted under the Company’s stock and incentive plans, and (iv) none of the shares of Preferred Stock are issued and outstandingwarrants outstanding on such date. The issued and outstanding shares of the Company’s Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. Except as set forth in Schedule 2.2 or as contemplated by this Agreement, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock and there are no agreements or commitments obligating the Company to repurchase, redeem, or otherwise acquire capital stock or other securities of the Company. Except as set forth in Schedule 2.2 or as contemplated by this Agreement, there are no agreements to which the Company is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act, or sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Company. With respect to each Subsidiary, (i) the Company owns 100% of the SubsidiariesSubsidiary’s capital stock, to the reasonable knowledge of the Company: (xii) all the issued and outstanding shares of such the Subsidiary’s capital stock have been duly authorized, authorized and validly issued, are fully paid and nonassessable, and, except for nominal shares held by nominees have been issued in the case of non-U.S. Subsidiaries, are owned by the Company free compliance with applicable federal and clear of all liens, encumbrances and equities and claimsstate securities laws, and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, (yiii) other than options to purchase approximately 3,250,000 shares issued by DBSD North America, Inc. (“DBSD”), there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such any Subsidiary’s capital stock or any such options, rights, convertible securities or obligations. Notwithstanding the foregoing representation, (A) all of the issued and outstanding shares of the capital stock of ICO Global Communications (Operations) Limited (“ICO Global Communications”) and DBSD have been duly authorized, validly issued, are fully paid and nonassessable; (B) all of the issued and outstanding shares of the capital stock of ICO Global Communications are owned by the Company free and clear of all liens, encumbrances and equities and claimsstock, and (iv) there are no outstanding options agreements or commitments obligating any Subsidiary of the Company to purchaserepurchase, redeem, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of ICO Global Communications’ otherwise acquire capital stock or any such options, rights, convertible other securities or obligations; and (C) without consideration of the bankruptcy proceeding involving, and related claims against, DBSD, and the restructuring of DBSD in accordance with the plan of reorganization as disclosed in the SEC Reports, approximately 99.84% of the issued and outstanding shares of DBSD are owned by the CompanyCompany or its Subsidiaries.

Authorized Capital Stock. As The authorized capital stock of the Company consists of 300,000,000 shares of Common Stock and 25,000,000 shares of preferred stock of which, as of the date hereof, the authorized capital of the Company consists of 900,000,000 5,400,810 shares of Class A Common Stock, 150,000,000 shares of Class B Common Stock and 75,000,0000 shares of Preferred Stock, of which, (i) 154,870,376 shares of Class A Common Stock are issued and outstanding, (ii) 53,660,000 no shares of Class B Common Stock preferred stock are issued and outstanding, (iii) 17,149,558 outstanding and 272,093 shares of Class A Common Stock are reserved for issuance upon exercise of warrants, options and restricted stock awards granted under the Company’s 's stock and incentive plans, and (iv) none of the shares of Preferred Stock are issued and outstanding. The issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal federal, state and state applicable foreign securities laws, and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. Except as set forth in the first sentence of this Section 5(b) or set forth on Schedule II hereto, no shares of capital stock (or convertible securities or instruments) of the Company are outstanding, the Company does not have outstanding any securities (whether debt or equity) convertible into or exercisable or exchangeable for any shares of capital stock or equity interests of the Company, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock or equity interests of the Company, or any stock or securities convertible into or exercisable or exchangeable for any capital stock or equity interests of the Company. Except as provided for pursuant to the Registration Rights Agreement, the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of its capital stock or equity interests. With respect to each of the Subsidiaries, to the reasonable knowledge Subsidiary of the Company: (x) , all of the issued and outstanding shares of such Subsidiary’s 's capital stock or other equity interests (i) have been duly authorized, validly issued, are fully paid and nonassessable, and, except for nominal shares held by nominees in the case of non-U.S. Subsidiaries, and (ii) are owned by the Company free and clear of all liens, encumbrances and equities and claims, except, in the case of this clause (ii), for (A) nominal shares of Common Stock held by nominees in the case of a non-U.S. Subsidiary of the Company and (yB) other than options to purchase approximately 3,250,000 pledges of shares issued by DBSD North Americaof the Company's vessel owning Subsidiaries that serve as security for the Company's credit facilities as disclosed in "Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources" of the Form 20-F. No Subsidiary of the Company has outstanding any securities (whether debt or equity) convertible into or exercisable or exchangeable for any shares of capital stock or equity interests of such Subsidiary, Inc. (“DBSD”), there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, purchase or any securities or obligations convertible intooptions for the purchase of, or any contracts agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to issue the issuance of, any capital stock or sell, shares equity interests of such Subsidiary’s , or any stock or securities convertible into or exercisable or exchangeable for any capital stock or any equity interests of such options, rights, convertible securities or obligations. Notwithstanding the foregoing representation, (A) all of the issued and outstanding shares of the capital stock of ICO Global Communications (Operations) Limited (“ICO Global Communications”) and DBSD have been duly authorized, validly issued, are fully paid and nonassessable; (B) all of the issued and outstanding shares of the capital stock of ICO Global Communications are owned by the Company free and clear of all liens, encumbrances and equities and claims, and there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of ICO Global Communications’ capital stock or any such options, rights, convertible securities or obligations; and (C) without consideration of the bankruptcy proceeding involving, and related claims against, DBSD, and the restructuring of DBSD in accordance with the plan of reorganization as disclosed in the SEC Reports, approximately 99.84% of the issued and outstanding shares of DBSD are owned by the CompanySubsidiary.

Authorized Capital Stock. As of the date hereof, the Tercica’s authorized capital of the Company stock consists of 900,000,000 (i) 100,000,000 shares of Class A Common Stock, 150,000,000 of which as of July 18, 2008 (A) 52,330,320 shares of Class B Common Stock were issued and 75,000,0000 outstanding, (B) 8,953,834 shares of Common Stock were reserved for issuance under Tercica’s Amended and Restated 2004 Stock Plan, 2002 Stock Plan and 2002 Executive Stock Plan (the Plans), (C) 232,839 shares of Common Stock were reserved for future issuance under Tercica’s 2004 Employee Stock Purchase Plan, (D) 6,762,496 shares of Common Stock were reserved for issuance upon the exercise of outstanding options and restricted stock units granted under the Plans, (E) 15,720,563 shares of Common Stock were reserved for issuance upon the exercise of the Warrant and the Convertible Notes and (F) 260,000 shares were reserved for issuance upon the exercise of an outstanding warrant issued to Kingsbridge Capital Limited, and (ii) 5,000,000 shares of Preferred Stock, 1,000,000 of whichwhich were designated Series A Junior Participating Preferred Stock, (i) 154,870,376 shares of Class A Common Stock are issued and outstanding, (ii) 53,660,000 shares of Class B Common Stock are issued and outstanding, (iii) 17,149,558 shares of Class A Common Stock are reserved for issuance upon exercise of warrants, options and restricted stock awards granted under the Company’s stock and incentive plans, and (iv) none of which were issued or outstanding. Tercica has not issued any shares since July 18, 2008 other than pursuant to employee or director equity incentive plans or purchase plans approved by the shares Board of Preferred Stock are issued and outstandingDirectors of Tercica. The issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. With respect to each of the Subsidiaries, to the reasonable knowledge of the Company: (x) all the issued and Tercica does not have outstanding shares of such Subsidiary’s capital stock have been duly authorized, validly issued, are fully paid and nonassessable, and, except for nominal shares held by nominees in the case of non-U.S. Subsidiaries, are owned by the Company free and clear of all liens, encumbrances and equities and claims, and (y) other than options to purchase approximately 3,250,000 shares issued by DBSD North America, Inc. (“DBSD”), there are no outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such Subsidiary’s its capital stock or any such options, rights, convertible securities or obligations. Notwithstanding the foregoing representation, (A) all of the issued and outstanding shares of the capital stock of ICO Global Communications (Operations) Limited (“ICO Global Communications”) and DBSD have been duly authorized, validly issued, are fully paid and nonassessable; (B) all of the issued and outstanding shares of the capital stock of ICO Global Communications are owned by the Company free and clear of all liens, encumbrances and equities and claims, and there are no outstanding options agreements or commitments obligating Tercica to purchaserepurchase, redeem, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of ICO Global Communications’ otherwise acquire capital stock or any such optionsother securities of Tercica. There are no agreements to which Tercica is a party or by which it is bound with respect to the voting (including voting trusts or proxies), registration under the Securities Act, or sale or transfer (including agreements relating to pre-emptive rights, convertible rights of first refusal, co-sale rights or “drag-along” rights) of any securities or obligations; and (C) without consideration of the bankruptcy proceeding involving, and related claims against, DBSD, and the restructuring of DBSD in accordance with the plan of reorganization as disclosed in the SEC Reports, approximately 99.84% of the issued and outstanding shares of DBSD are owned by the CompanyTercica.

Authorized Capital Stock. As of the date hereof, the authorized capital of the Company consists of 900,000,000 shares of Class A Common Stock, 150,000,000 shares of Class B Common Stock and 75,000,0000 shares of Preferred Stock, of which, (i) 154,870,376 shares of Class A Common Stock are issued and outstanding, (ii) 53,660,000 shares of Class B Common Stock are issued and outstanding, (iii) 17,149,558 shares of Class A Common Stock are reserved for issuance upon exercise of warrants, options and restricted stock awards granted under the Company’s stock and incentive plans, and (iv) none of the shares of Preferred Stock are issued and outstanding. The issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. With respect to each of the Subsidiaries, to the reasonable knowledge of the Company: (x) all the issued and outstanding shares of such Subsidiary’s capital stock have been duly authorized, validly issued, are fully paid and nonassessable, and, except for nominal shares held by nominees in the case of non-U.S. Subsidiaries, are owned by the Company free and clear of all liens, encumbrances and equities and claims, and (y) other than options to purchase approximately 3,250,000 shares issued by DBSD North America, Inc. (“DBSD”), there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such Subsidiary’s capital stock or any such options, rights, convertible securities or obligations. Notwithstanding Without limiting the foregoing representation, (A) all of the issued and outstanding shares of the capital stock of ICO Global Communications (Operations) Limited (“ICO Global Communications”) and DBSD have been duly authorized, validly issued, are fully paid and nonassessable; (B) all of the issued and outstanding shares of the capital stock of ICO Global Communications are owned by the Company free and clear of all liens, encumbrances and equities and claims, and there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of ICO Global Communications’ capital stock or any such options, rights, convertible securities or obligations; and (C) without consideration of the bankruptcy proceeding involving, and related claims against, DBSD, involving DBSD and the restructuring of DBSD in accordance with the plan of reorganization as disclosed in the SEC Reportsreorganization, approximately 99.84% of the issued and outstanding shares of DBSD are owned by the Company.

Authorized Capital Stock. As of the date hereof, the authorized capital of the Company consists of 900,000,000 shares of Class A Common Stock, 150,000,000 shares of Class B Common Stock and 75,000,0000 shares of Preferred Stock, of which, (i) 154,870,376 shares of Class A Common Stock are issued and outstanding, (ii) 53,660,000 shares of Class B Common Stock are issued and outstanding, (iii) 17,149,558 shares of Class A Common Stock are reserved for issuance upon exercise of warrants, options and restricted stock awards granted under the Company’s stock and incentive plans, and (iv) none of the shares of Preferred Stock are issued and outstanding. The issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. With respect to each of the Subsidiaries, to the reasonable knowledge of the Company: (x) all the issued and outstanding shares of such Subsidiary’s capital stock have been duly authorized, validly issued, are fully paid and nonassessable, and, except for nominal shares held by nominees in the case of non-U.S. Subsidiaries, are owned by the Company free and clear of all liens, encumbrances and equities and claims, and (y) other than options to purchase approximately 3,250,000 shares issued by DBSD North America, Inc. (“DBSD”), there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such Subsidiary’s capital stock or any such options, rights, convertible securities or obligations. Notwithstanding Without limiting the foregoing representation, (A) all of the issued and outstanding shares of the capital stock of ICO Global Communications (Operations) Limited (“ICO Global Communications”) and DBSD have been duly authorized, validly issued, are fully paid and nonassessable; (B) all of the issued and outstanding shares of the capital stock of ICO Global Communications are owned by the Company free and clear of all liens, encumbrances and equities and claims, and there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of ICO Global Communications’ capital stock or any such options, rights, convertible securities or obligations; and (C) without consideration of the bankruptcy proceeding involving, and related claims against, DBSD, involving DBSD and the restructuring of DBSD in accordance with the plan of reorganization as disclosed in the SEC Reportsreorganization, approximately 99.84% of the issued and outstanding shares of DBSD are owned by the Company.

Authorized Capital Stock. As of the date hereof, the Company’s authorized capital of the Company stock consists of 900,000,000 (i) 120,000,000 shares of Class A Common Stock, 150,000,000 of which 35,005,507 shares of Class B Common Stock and 75,000,0000 shares of Preferred Stock, of which, (i) 154,870,376 shares of Class A Common Stock are issued and outstanding, and (ii) 53,660,000 5,000,000 shares of Class preferred stock, par value $0.001 per share, of which 1,000,000 have been designated Series B Common Convertible Preferred Stock (the “Series B Stock”), 371,814 shares of which are issued and outstanding. The Company has not issued any shares since September 30, (iii) 17,149,558 shares 2012 other than pursuant to employee or director equity incentive plans or purchase plans approved by the Board and upon the exercise or conversion of Class A Common Stock are reserved for issuance upon exercise of warrantsoptions, options warrants and restricted preferred stock awards granted under the Company’s stock and incentive plans, and (iv) none of the shares of Preferred Stock are issued and outstandingoutstanding on such date. The issued and outstanding shares of the Company’s Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. Except as set forth in Schedule 2.2 or as contemplated by this Agreement, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any agreements or commitments to issue or sell, shares of capital stock or other securities of the Company and there are no agreements or commitments obligating the Company to repurchase, redeem, or otherwise acquire capital stock or other securities of the Company. Except as set forth in Schedule 2.2 or as contemplated by this Agreement, there are no agreements to which the Company is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act, or sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, rights of first offer, buy-sell rights, co-sale rights or “drag-along” rights) of any securities of the Company. With respect to each the Subsidiary, (i) the Company owns 100% of the SubsidiariesSubsidiary’s capital stock, to the reasonable knowledge of the Company: (xii) all the issued and outstanding shares of such the Subsidiary’s capital stock have been duly authorized, authorized and validly issued, are fully paid and nonassessable, and, except for nominal shares held by nominees have been issued in the case of non-U.S. Subsidiaries, are owned by the Company free compliance with applicable federal and clear of all liens, encumbrances and equities and claimsstate securities laws, and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, (yiii) other than options to purchase approximately 3,250,000 shares issued by DBSD North America, Inc. (“DBSD”), there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such the Subsidiary’s capital stock or any such options, rights, convertible securities or obligations. Notwithstanding the foregoing representation, (A) all of the issued and outstanding shares of the capital stock of ICO Global Communications (Operations) Limited (“ICO Global Communications”) and DBSD have been duly authorized, validly issued, are fully paid and nonassessable; (B) all of the issued and outstanding shares of the capital stock of ICO Global Communications are owned by the Company free and clear of all liens, encumbrances and equities and claimsstock, and (iv) there are no outstanding options agreements or commitments obligating the Subsidiary to purchaserepurchase, redeem, or otherwise acquire capital stock or other securities of the Company or the Subsidiary. The Company does not directly or indirectly own, or have a right to acquire, any equity or similar interest in, or any preemptive rights interest convertible or exchangeable or exercisable for, any equity or similar interest in, any Person, other than the Subsidiary. For purposes of this Agreement, the term “Person” shall mean any individual, partnership, company, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or agency or political subdivision thereof, or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of ICO Global Communications’ capital stock or any such options, rights, convertible securities or obligations; and (C) without consideration of the bankruptcy proceeding involving, and related claims against, DBSD, and the restructuring of DBSD in accordance with the plan of reorganization as disclosed in the SEC Reports, approximately 99.84% of the issued and outstanding shares of DBSD are owned by the Companyentity.

Authorized Capital Stock. As of the date hereof, the Company’s authorized capital of the Company stock consists of 900,000,000 (i) 120,000,000 shares of Class A Common Stock, 150,000,000 of which 71,347,323 shares are issued and outstanding, and (ii) 5,000,000 shares of Class preferred stock, par value $0.001 per share (the “Preferred Stock”), of which (A) 1,000,000 have been designated Series B Common Convertible Preferred Stock and 75,000,0000 (the “Series B Stock”), 2 shares of Preferred Stock, of which, (i) 154,870,376 shares of Class A Common Stock which are issued and outstanding, (iiB) 53,660,000 25,000 have been designated Series C Convertible Preferred Stock (the “Series C Stock”), 10,000 shares of Class B Common Stock which are issued and outstanding, (iiiC) 17,149,558 13,000 have been designated Series D Convertible Preferred Stock (the “Series D Stock”), 11,915 shares of Class A Common Stock which are reserved for issuance upon exercise of warrants, options issued and restricted stock awards granted under the Company’s stock and incentive plans, outstanding and (ivD) none of 10,000 have been designated Series E Convertible Redeemable Preferred Stock (the “Series E Stock”), 5,000 shares of Preferred Stock which are issued and outstanding. Except as set forth on Schedule 2.2, the Company has not issued any shares since September 30, 2012 other than pursuant to employee or director equity incentive plans or purchase plans approved by the Board and upon the exercise or conversion of options, warrants and preferred stock outstanding on such date. The issued and outstanding shares of the Company’s Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. With respect to each of the SubsidiariesExcept as set forth in Schedule 2.2 or as contemplated by this Agreement, to the reasonable knowledge of the Company: (x) all the issued and outstanding shares of such Subsidiary’s capital stock have been duly authorized, validly issued, are fully paid and nonassessable, and, except for nominal shares held by nominees in the case of non-U.S. Subsidiaries, are owned by the Company free and clear of all liens, encumbrances and equities and claims, and (y) other than options to purchase approximately 3,250,000 shares issued by DBSD North America, Inc. (“DBSD”), there are no does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts agreements or commitments to issue or sell, shares of such Subsidiary’s capital stock or any such options, rights, convertible other securities or obligations. Notwithstanding the foregoing representation, (A) all of the issued and outstanding shares of the capital stock of ICO Global Communications (Operations) Limited (“ICO Global Communications”) and DBSD have been duly authorized, validly issued, are fully paid and nonassessable; (B) all of the issued and outstanding shares of the capital stock of ICO Global Communications are owned by the Company free and clear of all liens, encumbrances and equities and claims, and there are no outstanding options agreements or commitments obligating the Company to purchaserepurchase, redeem, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of ICO Global Communications’ otherwise acquire capital stock or any such options, rights, convertible other securities or obligations; and (C) without consideration of the bankruptcy proceeding involving, and related claims against, DBSD, and the restructuring of DBSD Company. Except as set forth in accordance with the plan of reorganization as disclosed in the SEC Reports, approximately 99.84% of the issued and outstanding shares of DBSD are owned by the Company.Schedule 2.2 or as