Common use of Capital Structure Clause in Contracts

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 shares of Preferred Stock, par value $.01 per share, of which, as of the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended.

Capital Structure. (i) The authorized capital stock of the Company consists solely of 10,000,000,000 30,000,000 shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 10,000,000 shares of Preferred Stockpreferred stock, par value $.01 per share, of which, as of the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan share (the "Stock PlansPREFERRED STOCK"). As of June 9, 41,748,273 1998, 14,766,575 shares of Company Common Stock were issued and outstanding, no shares of Preferred Stock were issued and outstanding, no shares of capital stock were held in the treasury of the Company and 2,510,021 shares of Company Common Stock were reserved for issuance pursuant to the DoCoMo Warrant Agreement Company Benefit Plans and 50,000,000 Warrants of the Company. Since such date, there have been no issuances of shares of Series A Preferred Stock the capital stock of the Company or any other securities of the Company other than issuances of shares pursuant to options or rights outstanding as of such date under the Company Benefit Plans. All issued and outstanding shares of the capital stock of the Company are and all shares reserved for issuance pursuant to the Amended and Restated Rights Agreementwill be, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those when issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31the terms specified in the commitments or agreements pursuant to which they are issuable, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable nonassessable, and owned by the Company or by a direct or indirect wholly-owned Subsidiary no class of the Company, free and clear of any Liencapital stock is entitled to preemptive rights. As of December 31June 9, 2003, 1998 except for (i) options representing in the aggregate Liquidation Preference for the Series C Preferred right to purchase 1,375,414 shares of Company Common Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of under the Company Benefit Plans and (ii) 809,014 Warrants validly issued and currently exercisable for 809,014 shares of Company Common Stock in effect on the date of aggregate, there were no, and at the Effective Time (except pursuant to this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement) there will not be any, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rightssecurities, options, subscriptions, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments rights (including "phantom" stock rights), preemptive rights or rights other contracts, commitments, understandings or arrangements, including any right of conversion or exchange under any kind that obligate outstanding security, instrument or agreement (together, "OPTIONS") obligating the Company or any of its Subsidiaries to issue issue, deliver or sell or cause to be issued, delivered or sold any shares of capital stock or other securities of the Company or to issue, grant, extend or enter into any Option with respect thereto or to repurchase, redeem or otherwise acquire any share of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities capital stock of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstandingCompany. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended.The

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 50,000,000 shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 10,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.01 per share. At the close of business on January 31, 1998, (i) 11,293,394 shares of which, as Common Stock and no shares of preferred stock of the date of this AgreementCompany were issued and outstanding, 207,537 (ii) no shares of Series C Common Stock were held by the Company in its treasury, (iii) 1,072,012 shares of Common Stock were reserved for issuance pursuant to outstanding stock options granted under the 1995 Stock Option Plan to purchase shares of Common Stock ("Employee Stock Options") and an additional 96,158 shares of Common Stock were available for the grant of Employee Stock Options pursuant to such plan (and upon approval by the Company's stockholders of a pending proposal there will be 600,000 additional shares of Common Stock as to which options can be granted under the 1995 Stock Option Plan), (iv) no shares of Common Stock were reserved for issuance pursuant to outstanding stock options granted under the Directors Stock Option Plan to purchase shares of Common Stock ("Director Stock Options") and an additional 62,500 shares of Common Stock were available for the grant of Director Stock Options pursuant to such plan, (v) 391,500 shares of Common Stock were reserved for issuance pursuant to the Company's convertible note with UUNET Technologies, Inc., and (vi) 887,647 shares of Common Stock were reserved for issuance upon the exercise of outstanding warrants. Except as set forth above or as otherwise expressly provided herein, at the close of business on January 31, 1998, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding and except as set forth on Schedule 3.01(c), there are not any phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any capital stock of the Company ("Stock Equivalents"). There are no outstanding stock appreciation rights ("SARs") with respect to Common Stock that were not granted in tandem with a related Employee Stock Option. When issued and sold to Sprint, the Convertible Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been Convertible Notes will be duly authorized and are authorized, validly issued, fully paid and nonassessablenon-assessable and free and clear of all Liens. The Company has no Shares reserved for issuance, except that, as Newco Common Stock issued upon conversion of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan Convertible Preferred Stock and the Company Adjustment Plan (the "Stock Plans")Convertible Notes, 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is will be duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lienall Liens. As of December 31, 2003Other than this Agreement and the Ancillary Agreements, the aggregate Liquidation Preference for the Series C Convertible Preferred Stock and Series E the Convertible Notes are not, and the Newco Common Stock issuable upon conversion of the Convertible Preferred Stock is $291 million and the Convertible Notes will not be, subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding, including any such Liquidation Preference may vary from time agreement, arrangement, commitment or understanding restricting or otherwise relating to time only in accordance with the certificate voting or disposition of incorporation the Convertible Preferred Stock or the Convertible Notes. All outstanding shares of capital stock of the Company in effect on are, and all shares that may be issued pursuant to any stock plans and the date of this Agreementother agreements and instruments listed above will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth above and pursuant to in Schedule 3.01(c), and as otherwise expressly set forth in this Agreement, and except for changes since January 31, 1998 resulting from the Rights Agreement grant or exercise of Employee Stock Options, Director Stock Options, or warrants and the Amended conversion of notes described in clauses (v) and Restated Investor Agreement(vi) above, dated as of December 20, 2000, and amended as the date of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant this Agreement, there are no preemptive or other outstanding rightsnot any securities, options, warrants, conversion rightscalls, stock appreciation rightsrights to purchase, redemption rightsrights of first refusal, repurchase rightssecurities convertible into or exchangeable for voting securities, commitments, agreements, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company to issue issue, deliver or sell any or create, or cause to be issued, delivered or sold or created, additional shares of capital stock or other voting securities or Stock Equivalents of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (collectively referred to as "Dilutable Securities"). As of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies Agreement, there are not any outstanding contractual obligations of the Rights AgreementCompany to repurchase, redeem or otherwise acquire any shares of capital stock of the DoCoMo Investor Agreement and the DoCoMo Warrant AgreementCompany, each as amendedexcept pursuant to existing employee arrangements.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 (x) 100,000,000 shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 (y) 20,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.001 per share, of which, which 2,000 shares are designated as Company Preferred Stock. As of the date close of this Agreementbusiness on April 16, 207,537 2007, there were: (i) 14,292,603 shares of Series C Company Common Stock issued and outstanding; (ii) 591.6318 shares of Company Preferred Stock issued and 25,428 outstanding which are convertible into 9,860,135 shares of Series E Company Common Stock; (iii) accrued but undeclared dividends on the Company Preferred Stock which are outstanding. All convertible into 634,871 shares of Company Common Stock pursuant to the Certificate of Designations of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has Preferred Stock; (iv) no Shares reserved shares of Company Common Stock held in the treasury of the Company; (v) 4,516,837 shares of Company Common Stock Options available for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable grant pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan Stock Option Plan; (the "Stock Plans"), 41,748,273 vi) 3,483,163 shares of Company Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance outstanding options granted pursuant to the Amended Company Stock Option Plan; and Restated Rights Agreement, dated as of September 1, 2002, between the (vii) Company and Mellon Investor Services LLC, as Rights Agent, as amended as described Warrants listed in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b3.01(c) of the Company Disclosure Letter contains a true and complete list Schedule, representing the right to purchase 7,102,838 shares of Company Common Stock. Except as set forth above, as of January 31the close of business on April 16 2007, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares there were made under the Stock Plans. Each of the outstanding no shares of capital stock or other equity securities of each the Company issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company's Subsidiaries is Company are, and all shares which may be issued pursuant to the Company Stock Option Plan shall be, when issued, duly authorized, validly issued, fully paid and nonassessable and owned not subject to preemptive rights. All securities issued by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free were issued in compliance in all material respects with all applicable federal and clear of any Lienstate securities laws and all applicable rules and regulations promulgated thereunder. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there There are no preemptive outstanding bonds, debentures, notes or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments indebtedness or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other debt securities of the Company or any of its Subsidiaries that have the right to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote (collectively, "Voting Debt"). Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any securities of its Subsidiaries is a party or obligations convertible by which any of them is bound obligating the Company or exchangeable into any of its Subsidiaries to issue, deliver or exercisable forsell, or giving cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any Person a right of its Subsidiaries or obligating the Company or any of its Subsidiaries to subscribe for issue, grant, extend, accelerate the vesting of or acquireenter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of the Company or any securities of its Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company or any of its Subsidiaries. To the knowledge of the Company, except as provided in Section 3.01(c) of the Company Disclosure Schedule, there are no irrevocable proxies with respect to shares of capital stock of the Company or any Subsidiary of the Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company Common Stock or other agreements or arrangements with or, to the knowledge of the Company, among any securityholders of the Company with respect to securities of the Company. Except as set forth in Section 3.01(c) of the Company Disclosure Schedule, the Company has complied in all respects with any obligation to register shares of Company Common Stock and no securities or obligations evidencing has not incurred any liability in connection with its failure to register such rights are authorizedshares. Except as set forth in Section 3.01(c) of the Company Disclosure Schedule, since April 30, 2006, the Company has not (A) issued or outstanding. The permitted to be issued any shares of capital stock, or securities exercisable for or convertible into shares of capital stock, of the Company has or any of its Subsidiaries; (B) repurchased, redeemed or otherwise acquired, directly or indirectly through one or more Subsidiaries, any shares of capital stock of the Company or any of its Subsidiaries or (C) declared, set aside, made available to Cingular prior or paid to the date of this Agreement true and complete copies stockholders of the Rights Agreement, Company dividends or other distributions on the DoCoMo Investor Agreement and outstanding shares of capital stock of the DoCoMo Warrant Agreement, each as amendedCompany.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 shares of Common Stock240,000,000 Shares, of which, which 116,470,432 Shares were outstanding as of the close of business on January 3115, 2004, 2,719,301,543 shares are outstanding1998, and 1,000,000,000 12,000,000 shares of Preferred Stock, par value $.01 50.00 per shareshare (the "Preferred Shares"), of which, which no shares were outstanding as of the date close of this Agreementbusiness on January 15, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding1998. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Other than Shares reserved for issuance under the Stock Option Agreement, the Company has no commitments to issue or deliver Shares reserved for issuanceor Preferred Shares, except that, as of January 3115, 20041998, there were 230,079,174 shares issuable 10,116,531 Shares subject to issuance pursuant to outstanding awards under the Company's Stock Incentive Plan of 1997, Amended and Restated Long Term 1993 Stock Plan for Non-Employee Directors, the 1992 Employee Stock Option Plan, Stock Incentive Plan and of 1991, Stock Option Plan of 1990, Stock Option Plan of 1987, 1994 Stock Plan for Employees of the Company Adjustment Plan and Titan Stock Option Plans (the "Company Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant 2,400,000 Preferred Shares subject to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1March 11, 20021997, between the Company and Mellon Investor Services LLCThe Bank of New York, as Rights Agent, as amended as described in this Agreement Agent (the "Rights Agreement"), and 5,181,588 Shares subject to issuance pursuant to the Company's Zero Coupon Convertible Notes due 2009 (the "Convertible Notes"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the The Company Disclosure Letter contains a true list, which is complete and complete list accurate in all material respects as of January 31the date specified therein, 2004 of (I) the number of each outstanding options option to purchase shares or acquire Shares under each of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, each a "Company Option"), including the plan, the holder, date of grant, exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock Shares subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plansthereto. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary subsidiary of the Company, free and clear of any Lien. As of December 31lien, 2003pledge, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreementsecurity interest, claim or other encumbrance. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreementdescribed above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, arrangements or commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to Cingular prior vote (or, except as referred to in this subsection (b), convertible into or exercisable for securities having the date of this Agreement true and complete copies right to vote) with the stockholders of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendedCompany on any matter.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 300,000,000 shares of Company Class A Common Stock, 150,000,000 shares of whichCompany Class B Common Stock and 100,000,000 shares of preferred stock, $.01 par value, of the Company ("Company Preferred Stock"). At the close of business on January 31, 1997, (i) 44,957,557 shares of Company Class A Common Stock were issued and outstanding, (ii) 51,407,868 shares of Company Class B Common Stock were issued and outstanding, (iii) no shares of Company Preferred Stock were issued and outstanding, (iv) 300,300 shares of Company Class A Common Stock were held by the Company in its treasury, (v) 5,512,500 shares of Company Class A Common Stock were reserved for issuance pursuant to the Company s Amended and Restated 1991 Stock Option and Incentive Plan and the Company s Amended and Restated 1993 Stock Option and Incentive Plan (the "Company Stock Plans") and (vi) 51,407,868 shares of Company Class A Common Stock were reserved for issuance upon conversion of Company Class B Common Stock in accordance with the terms of the Company's Restated Certificate of Incorporation. Except as set forth above, at the close of business on January 31, 1997, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights or rights (other than options to acquire Company Class A Common Stock granted under the Company Stock Plans ("Employee Stock Options")) to receive shares of Company Common Stock on a deferred basis granted under the Company Stock Plans or otherwise. Section 4.01(c) of the Company Disclosure Schedule sets forth a complete and correct list, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 shares of Preferred Stock, par value $.01 per share1997, of whichthe holders of all Employee Stock Options, as of the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options shares subject to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), each such option and the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit")prices thereof. From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended.All

Capital Structure. (i) The At the date hereof, the authorized capital stock of the Company consists of 10,000,000,000 90,000,000 shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 5,000,000 shares of Preferred Stock, $.01 par value $.01 per shareshare ("Company Preferred Stock"). At the close of business on January 16, 1998, (i) 35,306,657 shares of whichCompany Common Stock (and associated Rights) were issued and outstanding, (ii) 2,070,000 shares of Convertible Preferred Stock were issued and outstanding, (iii) no shares of Company Common Stock were held in the treasury of the Company or by its Subsidiaries, (iv) 6,307,000 shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Compensation Program, as amended, options to purchase 5,485,743 shares of Company Common Stock had been issued and were outstanding pursuant to such Stock Compensation Program, (v) 1,000,000 shares of Company Common Stock were reserved for issuance pursuant to the Company's 401(k) Plan, dated as of October 14, 1993, as amended, and as of December 31, 1997, no shares of Company Common Stock had been issued and were outstanding pursuant to such 401(k) Plan, (vi) 6,742,671 shares of Company Common Stock were reserved for issuance pursuant to the Certificate of Designation, and (vi) no shares of Company Common Stock were reserved in connection with the Rights Agreement dated October 6, 1997 (the "Rights Agreement") between the Company and Continental Stock Transfer & Trust Company pursuant to which the Company declared a dividend on October 6, 1997 of one preferred share purchase right (a "Right") for each outstanding share of Company Common Stock. Except as set forth above, at the close of business on January 16, 1998, no shares of capital stock or other voting securities of the date of this AgreementCompany were issued, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are reserved for issuance or outstanding. All of the outstanding Shares have been duly authorized and are shares of Company Common Stock were validly issued, fully paid and nonassessablenonassessable and free of preemptive rights. The Company has no Shares reserved for issuance, except that, Except as of January 31, 2004otherwise set forth in a disclosure letter making reference to this section, there were 230,079,174 shares issuable pursuant are no options, warrants, calls, rights or agreements to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted is a party or issued by which any of them is bound obligating the Company Options or Common Stock Units. All grants any of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding its Subsidiaries to issue, deliver, or sell, or cause to be issued, delivered or sold, additional shares of capital stock of the Company or other securities any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right or agreement. Except as otherwise set forth in a disclosure letter making reference to this section, each outstanding share of capital stock of each Subsidiary of the Company's Subsidiaries Company that is a corporation is duly authorized, validly issued, fully paid and nonassessable and and, except as disclosed in the Company SEC Documents (as defined in Section 3.5) filed prior to the date of this Agreement, each such share that is owned by the Company or by a direct or indirect wholly-owned another Subsidiary of the Company, is owned free and clear of any Lienall Liens. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement, the Company does not have outstanding any bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as otherwise set forth above and pursuant in a disclosure letter making reference to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreementthis section, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights contractual obligations of any kind that obligate the Company or any of its Subsidiaries to issue repurchase, redeem or sell otherwise acquire any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior Exhibit 21 to the date Company's Annual Report on Form 10-K for the year ended March 31, 1997, as filed with the SEC (the "Company Annual Report"), is a true, accurate and correct statement in all material respects of this Agreement true all the information required to be set forth therein by the rules and complete copies regulations of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendedSEC.

Capital Structure. (i) The authorized capital stock of the Company ----------------- consists of 10,000,000,000 50,000,000 Shares, of which 27,554,547 Shares were outstanding as of the close of business on January 14, 1998, 1,000,000 shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 shares of Class A Preferred Stock, par value $.01 10.00 per share, of which, which no shares were outstanding as of the date of this Agreement, 207,537 and 1,000,000 shares of Series C Class B Preferred Stock and 25,428 Stock, par value $10.00 per share, of which no shares were outstanding as of Series E Preferred Stock are outstandingthe date of this Agreement. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or shares of Class A Preferred Stock or Class B Preferred Stock reserved for issuance, except that, as of January 3114, 20041998, there were 230,079,174 shares issuable 4,950,000 Shares reserved for issuance pursuant to outstanding awards under the Company's Amended and Restated Long Term 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, and Shares having a maximum aggregate offering price of $2,400,000 reserved for issuance pursuant to the Company Adjustment Company's Directors' Deferred Fee Plan (such plan, collectively with such 1986 Stock Option Plan, Incentive Stock Plan and Nonqualified Stock Option Plan for Directors, the "Stock Plans"), 41,748,273 shares 700,000 Shares ----------- subject to issuance upon exercise of Common Stock reserved for issuance pursuant to the DoCoMo warrants (the "Warrants") issued under -------- the Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated May 30, 1995, among the Company, WMX and Rust International Inc., 1,000,000 Shares subject to issuance upon exercise of the options set forth in the First Option Agreement and Second Option Agreement, each dated as of September 1March 28, 20021995, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement H. Xxxxx Xxxxxxxx (the "Rights AgreementWH Options"), and 2,395,834 Shares subject to issuance pursuant to the Debentures. A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the The Company Disclosure Letter contains a true correct and complete list as of January 31, 2004 of (I) the number of each outstanding options option to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued Shares under the Stock Plans (each, each a "Company Option"), including the -------------- holder (each of whom is a current or former director, officer or employee of the Company or its Subsidiaries), date of grant, exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock Shares subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plansthereto. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and and, except for directors' qualifying shares, owned by the Company or by a direct or indirect wholly-wholly owned Subsidiary subsidiary of the Company, free and clear of any Lien. As of December 31lien, 2003pledge, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreementsecurity interest, claim or other encumbrance. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreementabove, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, arrangements or commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except for the Warrants, the WH Options and the Debentures, the Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter ("Voting Debt"). The Company has made available to Cingular prior to is ----------- not the date beneficial owner of this Agreement true and complete copies any equity securities, except shares of capital stock of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendedCompany's Subsidiaries.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 fifty million (50,000,000) shares of Common Stock, $0.01 par value, of which, which there were issued and outstanding as of January 31the close of business on June 15, 20042001, 2,719,301,543 shares are outstanding9,061,620 shares, and 1,000,000,000 ten million (10,000,000) shares of Preferred Stock, Stock $0.01 par value $.01 per share, of which, which five hundred thousand (500,000) shares have been designated as Series G Preferred Stock. As of the date close of this Agreementbusiness on June 15, 207,537 2001 there were no shares of Series C Preferred Stock issued and 25,428 outstanding. No shares of Series E Preferred Company Common Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described held in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) treasury of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit")its Subsidiaries. From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the There are no other outstanding shares of capital stock or other voting securities and no outstanding commitments to issue any shares of each capital stock or voting securities after June 15, 2001, except upon the exercise of options outstanding as of such date under the Company Stock Option Plans (as defined in Section 2.6(c)) or pursuant to the Company's Subsidiaries is 1996 Employee Stock Purchase Plan (the "Company ESPP"). All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, are free and clear of any Lienliens or encumbrances, other than any liens, charges, claims, encumbrances or rights of others, and are not subject to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation, or Bylaws of the Company or any agreement to which the Company is a party or by which it is bound. As of December 31the close of business on June 15, 20032001, the aggregate Liquidation Preference Company had reserved (i) 5,736,884 shares of Common Stock for the Series C Preferred Stock issuance to employees, consultants and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and directors pursuant to the Rights Agreement and the Amended and Restated Investor AgreementCompany Stock Option Plans, dated as of December 20which 2,264,058 shares had been issued pursuant to option exercises or direct stock purchases, 20003,155,594 shares were subject to outstanding, unexercised options, no shares were subject to outstanding stock purchase rights, and amended as 316,872 shares were available for issuance thereunder and (ii) 1,050,000 shares of December 26Common Stock for issuance to employees pursuant to the Company ESPP, 2002of which 535,153 shares had been issued. Between June 15, between Former Parent2001 and July 2, 2001, Company has not (i) issued or granted additional options under the Company Stock Option Plans, or (ii) accepted enrollments in the Company ESPP. Except for (i) the rights created pursuant to this Agreement, the Company and DoCoMo (the "DoCoMo Investor Agreement") Stock Option Plans and the DoCoMo Warrant AgreementCompany ESPP and (ii) the Company's rights to repurchase any unvested shares under the Company Stock Option Plans, there are no preemptive or other outstanding rights, options, warrants, conversion calls, rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights agreements of any kind that obligate character to which the Company is a party or any of its Subsidiaries by which it is bound obligating the Company to issue issue, deliver, sell, repurchase or sell redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock or other securities of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (other than those granting the Company the right to purchase unvested shares upon employment or service termination) (i) between or among the Company and any of its Subsidiaries stockholders and (ii) to the Company's Knowledge, between or among any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company's stockholders. The terms of the Company Stock Option Plans permit the assumption or any substitution of its Subsidiariesoptions to purchase Parent Common Stock as provided in this Agreement, without the consent or approval of the holders of such securities, stockholders, or otherwise. The current Offering Period (as defined in the Company ESPP) commenced under the Company ESPP on February 1, 2001 and will end on July 31, 2001, and except for the purchase rights granted on such commencement date to participants in the current Purchase Period (as defined in the Company ESPP), there are no securities other purchase rights or obligations evidencing such rights are authorized, options outstanding under the Company ESPP. True and complete copies of all forms of agreements and instruments relating to or issued under the Company Stock Option Plans or outstanding. The Company has made available to Cingular prior to the date of this Agreement ESPP (and true and complete copies of all such agreements and instruments which differ in any material respect from any of such forms) will be provided to Parent. The shares of Company Common Stock issued under the Rights AgreementCompany Stock Option Plans, as amended and under all prior versions thereof, have either been registered under the Securities Act of 1933, as amended (the "Securities Act"), or were issued in transactions which qualified for exemptions under either Section 4(2) of, or Rule 701 under, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendedSecurities Act for stock issuances under compensatory benefit plans.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 30,000,000 shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 shares of Preferred Stock, par value $.01 per share, of which, as of the date of this Agreement, 207,537 and 10,000,000 shares of Series C Preferred Stock and 25,428 preferred stock, par value $.01 per share, issuable in one or more series, of which 2,400,000 shares of Series E Exchangeable Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issueddesignated. At the close of business on February 20, fully paid and nonassessable. The Company has no Shares reserved for issuance1998, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 i) 7,750,000 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement were issued and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended outstanding and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(bii) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase 5,222,496 shares of Common Stock which the Company is obligated to honor, whether through the were reserved for issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to upon the exercise of Company Options outstanding options, options available for grant, convertible securities and stock rights in the settlement Company. At the close of Common Stock Units outstanding business on January 31February 20, 2004 in accordance with their terms. From January 311998, 2004 through the date 2,400,000 shares of this Agreement, neither the Company nor any of its Subsidiaries have granted or Exchangeable Preferred were issued any Company Options or Common Stock Unitsand outstanding. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, Company are validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Liennot subject to preemptive rights. As of December 31February 20, 20031998, the Company had outstanding options to acquire an aggregate Liquidation Preference for of 142,100 shares of Common Stock at $9.625 to $10.00 per share, pursuant to the Series C Preferred Company's 1996 Stock and Series E Preferred Incentive Plan (the "Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this AgreementPlan"). Except as otherwise set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, in this Section 5.2 or in the Company and DoCoMo Disclosure Letter (the "DoCoMo Investor AgreementCompany Disclosure Letter") and the DoCoMo Warrant Agreement), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rightscommitments, agreements, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate to which the Company is a party or any of its Subsidiaries by which it is bound obligating the Company to issue issue, deliver or sell any sell, or cause to be issued, delivered or sold, additional shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any voting securities of the Company or any of its Subsidiaries, including any securities pursuant to which rights to acquire capital stock became exercisable only after a change of control of the Company or any of its Subsidiaries or upon the acquisition of a specified amount of the Common Stock or voting powers of the Company or any of its Subsidiaries. Since February 20, 1998, no shares of the capital stock of the Company or any of its Subsidiaries have been issued other than pursuant to the exercise of Company stock options and warrants already in existence and outstanding on such date, or conversion of Exchangeable Preferred, and neither the Company nor any of its Subsidiaries has granted any stock options, warrants or other rights to acquire any capital stock of the Company or any of its Subsidiaries. Except as specified in the Company Disclosure Letter, there are no securities issued by the Company or obligations evidencing such rights are authorizedagreements, issued arrangements or outstanding. The other understandings to which the Company has made available is a party giving any person any right to Cingular prior acquire equity securities of the Surviving Corporation at or following the Effective Time and all securities, agreements, arrangements and understandings relating to the date of this Agreement true and complete copies right to acquire equity securities of the Rights AgreementCompany (whether pursuant to the exercise of options, warrants or otherwise) provide that, at and following the DoCoMo Investor Agreement and Effective Time, such right shall entitle the DoCoMo Warrant Agreement, each as amendedholder thereof to receive the consideration he would have received in the Merger had he exercised his right immediately before the Effective Time.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 (i) 100,000,000 shares of Company Common Stock, Stock (of which, as of January 31July 21, 20042000, 2,719,301,543 32,757,155 shares are were issued and outstanding, ) and 1,000,000,000 (ii) 10,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.01 per share, share (of whichwhich no shares are issued and outstanding). No other capital stock of the Company is authorized or issued and outstanding. SECTION 3.01(c) OF THE COMPANY DISCLOSURE SCHEDULE sets forth (u) all plans or agreements (the "STOCK PLANS") pursuant to which the Company or any of its Subsidiaries has granted or committed to grant any option or right to acquire stock or any other award payable in or based upon Company Common Stock; (v) the number of shares of Company Common Stock reserved for issuance under the Stock Plans, as of July 21, 2000, (w) the number of shares of Company Common Stock subject to outstanding stock options, as of July 21, 2000 (the "STOCK OPTIONS"); (x) the grant dates and exercise prices of each such Stock Option and the names of the holders thereof; (y) the number of shares of Company Common Stock subject to restrictions based on satisfaction of performance criteria (the "RESTRICTED STOCK") and the names of the holders thereof; and (z) all other rights to purchase or receive Company Common Stock under the Stock Plans. Except as set forth in SECTION 3.01(c) OF THE COMPANY DISCLOSURE SCHEDULE, there are no outstanding options, warrants or other securities or subscription, preemptive or other rights convertible into or exchangeable or exercisable for any shares of capital stock or other equity or voting interests of the Company and there are no "phantom stock" rights, stock appreciation rights or other similar rights with respect to the Company. No shares of Company Common Stock are owned by any Subsidiary of the Company. During the period from July 21, 2000 to the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares (A) there have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and issuances by the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock capital stock of, or otherwise, including those issued under the Stock Plans (each, a "Company Option")other equity or voting interests in, the exercise price of all Company Options and number Company, other than issuances of shares of Company Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Stock Options and the settlement of Common Stock Units outstanding on January 31, 2004 such date as required by their terms as in accordance with their terms. From January 31, 2004 through the effect on such date of this Agreement, neither and (B) there have been no issuances by the Company nor any of its Subsidiaries have granted options, warrants or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding other rights to acquire shares of capital stock or other securities of each of equity or voting interests from the Company's Subsidiaries is . All outstanding shares of Company Common Stock are, and all shares of Company Common Stock that may be issued pursuant to the Option Plans or rights or agreements set forth in SECTION 3.01(c) OF THE COMPANY DISCLOSURE SCHEDULE will be when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Liennot subject to preemptive rights. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there There are no preemptive bonds, debentures, notes or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities indebtedness of the Company or any of its Subsidiaries, and no securities or other instruments or obligations evidencing of the Company or any of its Subsidiaries, the value of which is in any way based upon or derived from any capital or voting stock of the Company or any such Subsidiary or having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) on any matters on which the Shareholders or the shareholders of any such subsidiary may vote. Except as set forth above or in SECTION 3.01(c) OF THE COMPANY DISCLOSURE SCHEDULE or as specifically permitted under Section 4.01(a), there are no Contracts of any kind to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound, obligating the Company or any of its Subsidiaries to issue, deliver, grant or sell, or cause to be issued, delivered, granted or sold, additional shares of capital stock of, or other equity or voting interests in, or options, warrants or other securities or subscription, preemptive or other rights convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries, or any "phantom stock" right, stock appreciation right or other similar right with respect to the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to enter into any such Contract. There are authorizedno Contracts obligating the Company or any of its Subsidiaries to (x) repurchase, issued redeem or outstandingotherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (y) vote or dispose of any shares of the capital stock of, or other equity or voting interests in, any of its Subsidiaries. The Company has made available to Cingular prior to To the knowledge of the Company, as of the date of this Agreement true Agreement, there are no irrevocable proxies and complete copies no voting agreements with respect to any shares of the Rights Agreement, capital stock or other voting securities of the DoCoMo Investor Agreement and the DoCoMo Warrant AgreementCompany or any of its Subsidiaries. Except as set forth in SECTION 3.01(c) OF THE COMPANY DISCLOSURE SCHEDULE, each as amendedoutstanding share of capital stock of each Subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable, and each such share is owned by the Company or another Subsidiary of the Company free and clear of all liens, rights of first refusal or other contractual transfer restrictions, agreements and limitations on the Company's or any of its Subsidiaries' voting rights of any nature whatsoever.

Capital Structure. (i) The authorized capital stock of the Company AFC consists of 10,000,000,000 70,000,000 shares of AFC Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 5,000,000 shares of Preferred Stockpreferred stock of AFC, par value $.01 1.00 per share, of which, as share (the "AFC Preferred Stock"). As of the date of this Agreement, 207,537 (A) 26,451,252 shares of AFC Common Stock were issued and 26,364,760 were outstanding, (B) no shares of the AFC Series C A Preferred Stock and 25,428 were outstanding, (C) 2,000,000 shares of AFC Series E B Preferred Stock are were outstanding. All ; (D) no shares of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares AFC Common Stock were reserved for issuance, issuance except that, as that 3,531,043 of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of AFC Common Stock were reserved for issuance pursuant to the DoCoMo Warrant Agreement AFC's stock option plans and 50,000,000 agreements and 300,000 shares of Series A Preferred AFC Common Stock were reserved for issuance pursuant to the Amended and Restated Rights AgreementAFC's dividend reinvestment plan, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(bE) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase no shares of Common AFC Series A Preferred Stock which the Company is obligated to honor, whether through the were reserved for issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise AFC Rights Agreement and (F) 86,492 shares of Company Options and the settlement of AFC Common Stock Units outstanding on January 31were held by AFC in its treasury or by its Subsidiaries. The authorized capital stock of the Association consists of 35,000,000 shares of common stock, 2004 in accordance with their termspar value $1.00 per share, and 5,000,000 shares of preferred stock, par value $1.00 per share. From January 31, 2004 through As of the date of this Agreement, neither 1,000 shares of such common stock were outstanding, no shares of such preferred stock were outstanding and all outstanding shares of such common stock were, and as of the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock UnitsEffective Time will be, owned by AFC. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of AFC and the Company's Subsidiaries is duly authorizedAssociation are, validly issued, fully paid and nonassessable and owned not subject to any preemptive rights and, with respect to shares held by the Company AFC in its treasury or by a direct or indirect wholly-owned Subsidiary of the Companyits Significant Subsidiaries, are free and clear of any Lien. As of December 31all liens, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo encumbrances or restrictions (the "DoCoMo Investor Agreement"other than those imposed by applicable federal or state securities laws) and the DoCoMo Warrant Agreement, there are no preemptive agreements or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior understandings with respect to the date voting or disposition of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendedsuch shares.

Capital Structure. (i) The authorized capital stock of the Company DSW consists of 10,000,000,000 170,000,000 shares of DSW Class A Stock, 100,000,000 shares of DSW Class B Stock and 100,000,000 shares of preferred stock, without par value (the “DSW Preferred Stock”). As of the close of business on January 29, 2011, (A)(1) 16,804,965 shares of DSW Class A Stock and 27,382,667 shares of DSW Class B Stock were issued and outstanding (including issued shares of unvested restricted stock), (2) no shares of DSW Class A Stock and no shares of DSW Class B Stock were held in treasury, and (3) 2,932,580 shares of DSW Class A Stock and no shares of DSW Class B Stock were reserved for issuance upon the exercise or payment of options or other equity-based incentive awards with respect to DSW Common Stock (collectively, the “DSW Stock Awards”); and (B) no shares of DSW Preferred Stock were outstanding or reserved for issuance. All issued and outstanding shares of DSW Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 all shares of Preferred Stock, par value $.01 per share, of which, as of the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of DSW Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock that may be issued or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except granted pursuant to the exercise or vesting of Company Options and the settlement of Common DSW Stock Units outstanding on January 31Awards will be, 2004 when issued in accordance with their terms. From January 31the terms thereof, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable non-assessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary not subject to preemptive rights. The shares of DSW Common Stock to be issued pursuant to this Agreement will have been duly authorized as of the CompanyEffective Time and, free if and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only when issued in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreementterms hereof, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are will be duly authorized, issued or outstanding. The Company has made available validly issued, fully paid and non-assessable and not subject to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendedpreemptive rights.

Capital Structure. (i) The authorized capital stock of the Company Phone consists of 10,000,000,000 250,000,000 shares of Phone Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 5,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.001 per shareshare ("Phone Preferred Stock"). At the close of business on July 31, of which2000, as of the date of this Agreement, 207,537 (i) 82,997,462 shares of Series C Phone Common Stock were issued and outstanding; (ii) 908,334 shares were issued and held by Phone in its treasury; (iii) no shares of Phone Preferred Stock were issued and 25,428 outstanding; (iv) 27,700,417 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Phone Common Stock were reserved for issuance pursuant to all stock option, restricted stock or other stock-based compensation, benefits or savings plans, agreements or arrangements in which current or former employees or directors of Phone or its subsidiaries participate as of the DoCoMo Warrant Agreement date hereof, complete and 50,000,000 correct copies of which, in each case as amended as of the date hereof, have been filed as exhibits to the Phone Filed SEC Documents (as defined below) or delivered to Xxxxxxxx.xxx (such plans, collectively, the "Phone Stock Plans"); (v) 18,105 shares of Series A Preferred Phone Common Stock were reserved for issuance upon the exercise of outstanding warrants; and (vi) 250,000 shares of Phone Preferred Stock will be designated as Series A Junior Participating Preferred Stock, all of which will be reserved for issuance upon exercise of preferred stock purchase rights (the "Phone Rights") issuable pursuant to the Amended and Restated Rights Agreement, dated as Agreement approved by the board of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described directors of Phone in connection with its approval of this Agreement and to be entered into no later than ten (10) days following the date hereof substantially in the form previously provided to Xxxxxxxx.xxx (the "Phone Rights Agreement"). A true The authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $0.01 per share of which 100 shares are issued and complete copy outstanding. Phone is the sole stockholder of Merger Sub and is the Rights Agreement as in effect as legal and beneficial owner of the date of this Agreement has been made available to Cingularall 100 issued and outstanding shares. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January Merger Sub was formed by Phone on July 31, 2004 2000, solely for the purpose of (I) effecting the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options Merger and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their termsother transactions contemplated by this Agreement. From January 31, 2004 through the date of Except as contemplated by this Agreement, neither Merger Sub does not hold nor has it held any material assets or incurred any material liabilities nor has Merger Sub carried on any business activities other than in connection with the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock UnitsMerger and the other transactions contemplated by this Agreement. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each Phone and Merger Sub are, and all shares of capital stock of Phone which may be issued pursuant to the Company's Subsidiaries is Phone Stock Plans will be, when issued, duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time not subject to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreementpreemptive rights. Except as set forth above in this Section 3.1(c) and except for changes since June 30, 2000, resulting from the issuance of shares of Phone Common Stock pursuant to the Rights Agreement and the Amended and Restated Investor Phone Options or as expressly permitted by this Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement"x) and the DoCoMo Warrant Agreement, there are no preemptive not issued, reserved for issuance or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell (A) any shares of capital stock or other voting securities of the Company Phone, (B) any securities of Phone or any Phone subsidiary convertible into or exchangeable or exercisable for shares of its Subsidiaries capital stock or voting securities of Phone, (C) any warrants, calls, options or other rights to acquire from Phone or any Phone subsidiary (including any subsidiary trust), or obligations of Phone or any Phone subsidiary to issue, any capital stock, voting securities or obligations securities convertible into or exchangeable into or exercisable forfor capital stock or voting securities of Phone, and (y) there are no outstanding obligations of Phone or any Phone subsidiary to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or giving cause to be issued, delivered or sold, any Person such securities. Neither Phone nor any Phone subsidiary is a right party to subscribe for any agreement restricting the purchase or acquiretransfer of, relating to the voting of, requiring registration of, or granting any preemptive or, except as provided by the terms of the Phone Options, antidilutive rights with respect to, any securities of the Company type referred to in the two preceding sentences. Other than the Phone subsidiaries, Phone does not directly or indirectly beneficially own any of its Subsidiaries, and no securities or obligations evidencing such rights other beneficial ownership interests in any other entity except for non-controlling investments made in the ordinary course of business in entities which are authorized, issued not individually or outstanding. The Company has made available in the aggregate material to Cingular prior to the date of this Agreement true Phone and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each its subsidiaries as amendeda whole.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 (A) 100,000,000 shares of Common Stock, of which, which 48,588,657 shares were outstanding (which number includes 1,176,938 shares of restricted Company Common Stock) as of January 31June 30, 20042012 and does not include 13,398,367 Company Treasury Shares as of June 30, 2,719,301,543 shares are outstanding, 2012 and 1,000,000,000 (B) 10,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.01 per share, none of which, which are outstanding as of the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstandinghereof. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Except for Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the upon exercise of Company Stock Options or pursuant to Other Stock Awards, no shares of Company Common Stock have been issued between June 30, 2012 and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Unitshereof. All grants of Common Stock Units issued and restricted shares were made under the Stock Plans. Each of the outstanding shares of the capital stock or other securities of each of the Company's Subsidiaries is Company are duly authorized, validly issued, fully paid and nonassessable nonassessable, and owned by no class of capital stock is entitled to (or has been issued in violation of) preemptive rights. As of June 30, 2012, 6,539,084 shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Plans and the Company Plans (as defined in Section 3.2(w)(i)), including 2,313,192 shares of Company Common Stock issuable upon the exercise of outstanding Company Stock Options (whether or by a direct or indirect wholly-owned Subsidiary not presently exercisable) and 1,333,809 shares of Company Common Stock issuable upon settlement of outstanding Other Stock Awards. Upon any issuance of such shares of Company Common Stock as set forth in Section 3.2(b) of the CompanyCompany Disclosure Schedule, such shares of Company Common Stock will be duly authorized, validly issued, fully paid, nonassessable, not subject to preemptive rights and free and clear of any Lien, pledge, security interest, claim or other encumbrance. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreementhereof, there are no preemptive shareholder agreements, voting trusts or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments agreements or rights understandings to which Company is a party or by which it is bound relating to the voting of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of the capital stock of Company. No controlled Affiliate of Company beneficially owns directly or indirectly any shares of Company Common Stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or into, exchangeable into for or exercisable for, or giving any Person a right to subscribe for or acquire, any securities shares of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendedCommon Stock.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 36,310,000 shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 12,300,000 shares of Preferred Stocknonvoting common stock, par value $.01 0.01 per shareshare (the "Company Nonvoting Common Stock") and 1,000,000 shares of preferred stock, par value $0.01 per share (the "Company Preferred Stock"), of which, which 36,310 shares of Company Preferred Stock have been designated as Series A Junior Participating Preferred Stock (the "Company Series A Preferred Stock"). As of the date close of this Agreementbusiness on April 30, 207,537 2002, (i) 15,306,095 shares of Series C Preferred Company Common Stock (excluding shares held by the Company as treasury shares) were issued and 25,428 outstanding, (ii) no shares of Series E Preferred Company Common Stock are outstanding. All were held by the Company as treasury shares, (iii) 1,458,610 shares of the outstanding Shares have been duly authorized Company Common Stock were reserved and are validly issued, fully paid and nonassessable. The Company has no Shares reserved available for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable issuance pursuant to outstanding awards under the Company's Amended and Restated Long 1994 Long-Term Incentive Plan, the 1997 Non-Employee Director Stock Option Plan and the Company Adjustment 1997 Executive Deferred Compensation Stock Option Plan (such plans, collectively, the "Company Stock Plans"), 41,748,273 (iv) 1,458,610 shares of Company Common Stock reserved for issuance pursuant were subject to the DoCoMo Warrant Agreement and 50,000,000 outstanding options or other rights to purchase shares of Company Common Stock granted under the Company Stock Plans (the "Company Stock Options"), (v) 36,310 shares of Company Series A Preferred Stock reserved were authorized for issuance upon the exercise of the rights (the "Rights") distributed to the holders of Company Common Stock pursuant to the Amended and Restated Rights Agreement, Agreement dated as of September 1December 28, 20022000, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement rights agent (the "Rights Agreement"), (vi) no shares of Company Nonvoting Common Stock were issued and outstanding or were held by the Company in its treasury and (vii) no shares of Company Preferred Stock were issued and outstanding or were held by the Company in its treasury. A true and complete copy Section 3.01(c) of the Rights Agreement as in effect Company Disclosure Schedule sets forth a true, complete and correct list, as of the close of business on April 30, 2002, of all outstanding Company Stock Options, the number of shares of Company Common Stock subject to each Company Stock Option, the grant dates, exercise prices, expiration dates and vesting schedule of each Company Stock Option and the names of the holders thereof. All Company Stock Options may, by their terms, be converted into an option to acquire Parent Common Stock in accordance with and to the extent provided by Section 5.05. Each Company Stock Option intended to qualify as an "incentive stock option" under Section 422 of the Code so qualifies. Except as set forth above, as of the close of business on April 30, 2002, no shares of capital stock of, or other equity or voting interests in, the Company or options, warrants or other rights to acquire any such stock, securities or interests were issued, reserved for issuance or outstanding. During the period from April 30, 2002, to the date of this Agreement has (A) there have been made available to Cingular. Section 5.1(b) of no issuances by the Company Disclosure Letter contains a true and complete list as or any of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance its Subsidiaries of shares of Common Stock capital stock of, or otherwise, including those issued under the Stock Plans (each, a "Company Option")other equity or voting interests in, the exercise price Company or any of all Company Options and number its Subsidiaries, other than issuances of shares of Company Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Stock Options and the settlement of Common Stock Units outstanding on January 31, 2004 such date as required by their terms as in accordance with their terms. From January 31, 2004 through effect on the date of this Agreement, neither and (B) there have been no issuances by the Company nor or any of its Subsidiaries have granted of options, warrants or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding other rights to acquire shares of capital stock of, or other securities equity or voting interests in, the Company or any of each its Subsidiaries. There are no outstanding stock appreciation rights, "phantom" stock rights, performance units or other rights (other than the Rights and the Company Stock Options) that are linked to the price of Company Common Stock granted under the Company's Subsidiaries is Company Stock Plans or otherwise. All outstanding shares of Company Common Stock are, and all shares that may be issued pursuant to the Company Stock Plans will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Liennot subject to preemptive rights. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there There are no preemptive bonds, debentures, notes or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities indebtedness of the Company or any of its Subsidiaries, and and, except as set forth above, no securities or other instruments or obligations evidencing of the Company or any of its Subsidiaries, in each case having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company or any of its Subsidiaries may vote. Except as set forth above, there are no securities, options, warrants, calls, rights or Contracts of any kind to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such rights security, option, warrant, call, right or Contract. There are authorizednot outstanding contractual obligations of the Company or any of its Subsidiaries to (1) repurchase, issued redeem or outstandingotherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (2) vote or dispose of any shares of the capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. The Company has made available to Cingular prior to As of the date of this Agreement true Agreement, there are no irrevocable proxies and complete copies no voting agreements to which the Company is a party with respect to any shares of the Rights capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. As of the date of this Agreement, the DoCoMo Investor Agreement outstanding indebtedness of the Company and its subsidiaries is as set forth on Section 3.01(c) of the DoCoMo Warrant Agreement, each as amendedCompany Disclosure Schedule. There are no outstanding guarantees (or any similar instruments or contracts) of indebtedness by the Company or any of its subsidiaries.

Capital Structure. (ia) The authorized capital stock of the Company consists of 10,000,000,000 750,000,000 shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 5,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.001 per shareshare (the “Company Preferred Stock”). At the close of business on March 2, of which2017 (the “Capitalization Date”), as of the date of this Agreement, 207,537 (i) 88,900,521 shares of Series C Preferred Company Common Stock were issued and 25,428 outstanding (including the shares underlying the Company RSAs), (ii) 8,062,265 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock were reserved and available for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights AgentCompany’s 2013 Equity Incentive Plan, as amended as described in this Agreement and restated, and 2008 Equity Incentive Plan (collectively, the "Rights Agreement"“Company Stock Plans”). A true , and complete copy pursuant to such Company Stock Plans, (A) 13,667,023 shares of Company Common Stock were subject to outstanding Company restricted stock units that vest exclusively based on service (such restricted stock units, the Rights Agreement as in effect as “Company RSUs”), (B) 451,773 shares of Company Common Stock were subject to outstanding Company MSUs assuming maximum performance with respect to which the date applicable performance period has not yet been completed, (C) 15,012 shares were subject to outstanding restricted stock awards (such awards, the “Company RSAs”), and (D) 6,707,367 shares of this Agreement has been made available Company Common Stock were subject to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase acquire shares of Company Common Stock which with a weighted average exercise price per share of $3.43 (such options, the “Company Stock Options” and, together with the Company is obligated to honorRSUs, whether through Company MSUs and Company RSAs, the issuance of “Company Equity Awards”), (iii) no shares of Company Common Stock were owned or otherwiseheld by the Company as treasury stock, including those issued under the and (iv) no shares of Company Preferred Stock Plans (each, a "Company Option"), the exercise price of all Company Options and were outstanding. The maximum number of shares of Company Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except that could be delivered pursuant to the ESPP upon exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding purchase rights at the completion of the Final Offering Period is 3,006,917. Except as set forth in this Section 4.03(a), at the close of business on the Capitalization Date, no shares of capital stock or other voting securities of each or other equity or ownership interests in the Company were issued, reserved for issuance or outstanding. None of the Company's ’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the owns any Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendedSecurities.

Capital Structure. (i) The As of the date hereof, the authorized capital stock of the Company consists of 10,000,000,000 30,000,000 shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 10,000,000 shares of Preferred Stockpreferred stock, par value $.01 per share, of whichthe Company ("Company Preferred Stock"). At the close of business on October 22, 1999 (except as of the date of this Agreement, 207,537 otherwise indicated): (i) 18,183,374 shares of Series C Preferred Company Common Stock were issued and 25,428 outstanding; (ii) 100,000, 333,224, 1,300,000, 350,000, 150,000, and 427,420 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock were reserved for issuance pursuant to the DoCoMo Warrant Agreement Company's 1996 Non-Employee Director Stock Option Plan, the Company's Service Center Stock Option Plan, the Company's 1996 Incentive Stock Plan, the Company's 1996 Employee Stock Purchase Plan, the Company's 1997 Non-Qualified Stock Purchase Plan and 50,000,000 the Company's 1997 Non-Qualified Stock Option Plan (collectively, the "Company Stock Plans"), respectively; (iii) as of September 30, 1999, 2,166,451 shares of Series A Preferred Company Common Stock were subject to issuance pursuant to outstanding options under the Company Stock Plans; (iv) 365,527 shares of Company Common Stock are reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement warrants (the "Rights AgreementCompany Warrants"). A true ) to purchase shares of Company Common Stock upon the terms and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(bconditions set forth on Schedule 3.1(b)(iv) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of Schedule; (Iv) the number of outstanding options to purchase 20,000 shares of Company Common Stock which are reserved for issuance pursuant to restricted stock awards ("Restricted Stock Awards") having the terms and conditions set forth on Schedule 3.1(b)(v) of the Company is obligated to honor, whether through the issuance of Disclosure Schedule; (vi) no shares of Company Common Stock were held by the Company in its treasury or otherwise, including those issued under the Stock Plans by its wholly owned Subsidiaries; (each, a "Company Option"), the exercise price of all Company Options and number of vii) no shares of Common Company Preferred Stock issuable at such exercise price were issued and outstanding; and (IIviii) except for the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each $13,801,853 aggregate principal amount of the Company's Subsidiaries convertible subordinated notes identified on Schedule 3.1(b)(viii) of the Company Disclosure Schedule (the "Company Convertible Notes"), which is duly authorizedconvertible into an aggregate of 410,831 shares of Company Common Stock upon the terms and conditions set forth on Schedule 3.1(b)(viii) of the Company Disclosure Schedule, no Voting Debt (as defined below) was issued and outstanding. The term "Voting Debt" means bonds, debentures, notes or other indebtedness having the right to vote (or convertible into securities having the right to vote) on any matters on which stockholders of the Company or Parent, as the case may be, may vote. All outstanding shares of Company Common Stock are validly issued, fully paid and nonassessable and are not subject to preemptive rights. Except as set forth on Schedule 3.1(b)(ix) of the Company Disclosure Schedule, all outstanding shares of capital stock of the Subsidiaries of the Company are owned by the Company Company, or by a direct or indirect wholly-wholly owned Subsidiary of the Company, free and clear of all liens, charges, encumbrances, claims and options of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreementnature. Except as set forth above in this Section 3.1(b) or Schedule 3.1(b)(x) of the Company Disclosure Schedule and except for changes since October 22, 1999 resulting from the exercise of stock options granted pursuant to the Rights Agreement and the Amended and Restated Investor Agreementto, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parentor from issuances or purchases under, the Company and DoCoMo (Stock Plans, the "DoCoMo Investor Agreement") and Company Warrants or the DoCoMo Warrant Company Convertible Notes or as contemplated by this Agreement, there are outstanding: (i) no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock stock, Voting Debt or other voting securities of the Company; (ii) no securities of the Company or any Subsidiary of its Subsidiaries or any securities or obligations the Company convertible into or exchangeable into for shares of capital stock, Voting Debt or exercisable for, or giving any Person a right to subscribe for or acquire, any other voting securities of the Company or any Subsidiary of the Company; and (iii) no options, warrants, calls, rights (including preemptive rights), commitments or agreements to 8 18 which the Company or any Subsidiary of the Company is a party or by which it is bound in any case obligating the Company or any Subsidiary of the Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or any Voting Debt or other voting securities of the Company or of any Subsidiary of the Company, or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. Except as contemplated by this Agreement, there are not as of the date hereof and there will not be at the Effective Time any stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting of any shares of the capital stock of the Company that will limit in any way the solicitation of proxies by or on behalf of the Company from, or the casting of votes by, the stockholders of the Company with respect to the Merger. There are no restrictions on the Company to vote the stock of any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended.

Capital Structure. (ia) The authorized capital stock of the Company consists of 10,000,000,000 50,000,000 shares of Common Capital Stock and 300,000 shares of Cumulative Preferred Stock. The Common Capital Stock is divided into two series, the Common Stock and the Series B Common Stock, of which there are 44,000,000 authorized shares of Common Stock and 6,000,000 authorized shares of Series B Common Stock. At the close of business on July 26 2013, (i) 9,684,631 shares of Common Stock were issued and outstanding (including 48,759 unvested shares under Company Stock-Based Awards), (ii) 525,489 shares of Common Stock were held in treasury, (iii) 1,087,865 shares of Common Stock were reserved for issuance under the Company Stock Plans, (iv) no shares of Series B Common Stock were outstanding, and (v) no shares of Cumulative Preferred Stock were outstanding. All outstanding shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 shares of Preferred Stock, par value $.01 per share, of which, as of the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those when issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31the terms thereof, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable non-assessable and owned by the Company or by a direct or indirect whollyfree of pre-owned Subsidiary of the Company, free emptive rights and clear of any Lienall Liens. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation Section 5.02(a) of the Company Disclosure Schedule sets forth a complete and correct list as of July 26, 2013 of all outstanding Company Stock-Based Awards, Company Stock Options and each right of any kind, contingent or accrued, to receive shares of Common Stock (other than the Top-Up Option) or benefits measured in effect on whole or in part by the date value of this Agreement. Except as set forth above a number of shares of Common Stock granted under the Company Stock Plans, Company Benefit Plans or otherwise (including restricted stock units, phantom units, deferred stock units and pursuant to dividend equivalents), the Rights Agreement number of shares of Common Stock issuable thereunder or with respect thereto and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo exercise price (the "DoCoMo Investor Agreement"if any) and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular granted no other such awards since July 26, 2013 and prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendedhereof.

Capital Structure. (i) The authorized capital stock of the Company ----------------- consists of 10,000,000,000 15,000,000 shares of Common Stockstock, $0.01 par value, of whichwhich there were issued and outstanding as of the close of business on May 15, 2001, 7,889,987 shares, and 10,000,000 shares of Preferred Stock $0.01 par value of which 150,000 shares have been designated as Series A Participating Preferred Stock. As of the date of this Agreement there were no shares of Preferred Stock issued and outstanding. No shares of Company Common Stock are held in treasury of Company or by its subsidiaries. There are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities, except pursuant to the exercise of options outstanding as of such date under the Company Stock Option Plans or pursuant to the Company's 1995 Employee Stock Purchase Plan (the "Company ------- ESPP"). All outstanding shares of Company Common Stock are duly authorized, ---- validly issued, fully paid and non-assessable and are free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Articles of Incorporation or Bylaws of Company or any agreement to which Company is a party or by which it is bound. Company has reserved (i) 3,537,000 shares of Common Stock for issuance to employees, consultants and directors pursuant to the Company Stock Option Plans, of which , as of January 31the date of this Agreement, 2004558,160 shares have been issued pursuant to option exercises or direct stock purchases, 2,719,301,543 2,397,305 shares are subject to outstanding, unexercised options, none are subject to outstanding stock purchase rights, and 1,000,000,000 581,535 shares are available for issuance thereunder and (ii) 450,000 shares of Preferred Stock, par value $.01 per shareCommon Stock for issuance to employees pursuant to the Company ESPP, of which, as of the date of this Agreement, 207,537 207,732 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized issued. Between May 15, 2001 and are validly issuedthe date hereof, fully paid and nonassessable. The Company has no Shares reserved not (i) issued or granted additional options under the Company Stock Option Plans, or (ii) accepted enrollments in the Company ESPP. Except for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable (i) the rights created pursuant to outstanding awards under this Agreement, the Company's Amended and Restated Long Term Incentive Plan Company Stock Option Plans and the Company Adjustment Plan ESPP and (the "Stock Plans"), 41,748,273 ii) Company's rights to repurchase any unvested shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between under the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Option Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion calls, rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights agreements of any kind that obligate the character to which Company is a party or any of its Subsidiaries by which it is bound obligating Company to issue issue, deliver, sell, repurchase or sell redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock of Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (other securities than those granting Company the right to purchase unvested shares upon employment or service termination, and the Shareholder Agreement) (i) between or among Company and any of its shareholders and (ii) to the best of Company's knowledge, between or among any of Company's shareholders. The terms of the Company Stock Option Plans permit the assumption of options to purchase Parent Common Stock as provided in this Agreement, without the consent or any approval of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forthe holders of such securities, shareholders, or giving any Person a right otherwise. The current "Offering Period" (as defined in the Company ESPP) commenced under the --------------- Company ESPP on February 1, 2000 and will end on the date provided for in Section 5.9(c), and except for the purchase rights granted on such commencement date to subscribe for participants in the current Offering Period, there are no other purchase rights or acquire, any securities options outstanding under the Company ESPP. The terms of the Company ESPP permit the Company to shorten and terminate Offering Periods without the consent or any approval of its Subsidiariesparticipants in the ESPP, and no securities shareholders, or obligations evidencing such rights are authorized, issued or outstandingotherwise. The Company has made available to Cingular prior to the date of this Agreement true True and complete copies of all agreements and instruments relating to or issued under the Rights AgreementCompany Stock Option Plans or Company ESPP (or form, in the DoCoMo Investor Agreement case of instruments in standard form) have been made available to Parent and such agreements and instruments have not been amended, modified or supplemented since being made available to Parent, and there are no agreements to amend, modify or supplement such agreements or instruments in any case from the DoCoMo Warrant Agreementform made available to Parent. The shares of Company Common Stock issued under the Company Stock Option Plans, each as amendedamended and under all prior versions thereof, have either been registered under the Securities Act or were issued in transactions which qualified for exemptions pursuant to Rule 701 under the Securities Act for stock issuances under compensatory benefit plans.

Capital Structure. (ia) The As of the date of this Agreement, the authorized capital stock of the Company consists of 10,000,000,000 (i) 120,000,000 shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 shares of Preferred StockClass A common stock, par value $.01 0.01 per shareshare (“Company Class A Common Stock”), (ii) 60,000,000 shares of Class B common stock, par value $0.01 per share (“Company Class B Common Stock” and together with the Company Class A Common Stock, the “Company Common Stock”) and (iii) 20,000,000 shares of preferred stock, par value $0.01 per share (together with the Company Common Stock, the “Company Capital Stock”), of which, which 4,000,000 have been designated as 8.75% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock of the date Company (the “Company Series A Preferred Stock”). At the close of this Agreementbusiness on December 28, 207,537 2023: (A) 3,232,701 shares of Company Class A Common Stock were issued and outstanding; (B) 4,000,000 shares of Company Class B Common Stock were issued and outstanding; (C) 3,567,543 shares of Company Series C A Preferred Stock were issued and 25,428 outstanding; (D) 850,000 shares of Series E Preferred Company Class A Common Stock are were reserved for issuance under outstanding awards or otherwise available for issuance pursuant to the Company Incentive Plan; (E) 4,000,000 units in Holdco (“Holdco Units”) and 4,000,000 shares of Company Class B Common Stock were together exchangeable for 4,000,000 shares of Company Class A Common Stock pursuant to the Holdco LLC Agreement and the Company Charter; and (F) no Voting Debt of the Company was issued and outstanding. All outstanding shares of the outstanding Shares have been duly authorized and Company Common Stock are validly issued, fully paid and nonassessablenon-assessable and are not subject to preemptive rights. The All outstanding shares of Company has no Shares reserved Capital Stock have been issued and granted in compliance in all material respects with (1) applicable securities Laws and other applicable Law and (2) all requirements set forth in applicable contracts. As of the close of business on December 28, 2023, other than the exchange of Holdco Units and shares of Company Class B Common Stock for issuance, except that, as shares of January 31, 2004, there were 230,079,174 shares issuable Company Class A Common Stock pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan Holdco LLC Agreement and the Company Adjustment Plan (Charter and the "Stock Plans"), 41,748,273 shares rights of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares holders of the Company Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated upon a Change of Control (as of September 1, 2002, between defined in the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"Charter), or the exercise price of all issued and outstanding Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common StockRSUs, the date of grant cancellation and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 payment for which are addressed in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant AgreementSection 3.2, there are no preemptive outstanding options, warrants or other outstanding rightsrights to subscribe for, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments purchase or rights of any kind that obligate acquire from the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible into or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities capital stock of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement (and the DoCoMo Warrant Agreementexercise, each as amendedconversion, purchase, exchange or other similar price thereof).

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 as of the date hereof, and will consist of as of the Effective Time, 50,000,000 shares of Company Common StockStock and 1,000,000 shares of preferred stock, $.01 par value per share (the "COMPANY PREFERRED STOCK"), of whichwhich 50,000 shares are designated Series A Junior Participating Preferred Stock ("JUNIOR PREFERRED STOCK"). The rights, privileges and preferences of the Company Common Stock and Company Preferred Stock are as stated in the Company's Restated Articles of Incorporation. As of the close of business on July 6, 2001, (i) 14,859,642 shares of the Company Common Stock and no shares of the Company Preferred Stock were issued and outstanding, (ii) 14,380,681 shares of Company Common Stock were held by the Company in its treasury, (iii) 2,399,966 shares of Company Common Stock were reserved for issuance upon exercise of currently outstanding Stock Options (as defined in Section 5.5), and (iv) 50,000 shares of Junior Preferred Stock were reserved for issuance upon exercise of preferred share purchase rights (the "RIGHTS") issued pursuant to the Rights Agreement, dated as of October 17, 1997, as amended, between the Company and The Chase Manhattan Bank, as Rights Agent (the "RIGHTS AGREEMENT"). All issued and outstanding shares of Company Common Stock are, and all shares which may be issued upon the exercise of Stock Options will be, duly authorized, validly issued, fully paid and nonassessable, and are not subject to and were not issued in violation of any preemptive rights. Except as set forth in Section 3.1(c) of the Company Disclosure Schedule and to the knowledge of the Company, as of January 31the date hereof, 2004there are no voting trusts, 2,719,301,543 shares are outstandingvoting agreements, and 1,000,000,000 irrevocable proxies or other agreements with respect to any voting shares of Preferred Stockcapital stock of the Company. There are no bonds, par value $.01 per sharedebentures, notes or other indebtedness of whichthe Company or any of its subsidiaries having the right to vote (or convertible into or exchangeable for other securities having the right to vote) on any matters on which the stockholders of the Company may vote. Except as set forth above, as of the date of this Agreement, 207,537 shares there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant any kind to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted subsidiaries is a party or issued by which any of them is bound obligating the Company Options or Common Stock Units. All grants any of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive its subsidiaries or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate obligating the Company or any of its Subsidiaries subsidiaries to issue issue, grant, extend or sell enter into any shares of capital stock such security, option, warrant, call, right, commitment, agreement, arrangement or other securities undertaking. There are no outstanding contractual obligations of the Company or any of its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire any securities shares of capital stock (or obligations convertible or exchangeable into or exercisable for, or giving options to acquire any Person a right to subscribe for or acquire, any securities such shares) of the Company or any of its Subsidiariessubsidiaries. There are no agreements, and no securities arrangements or obligations evidencing such rights are authorizedcommitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the revenues, issued earnings or outstanding. The financial performance of the Company has made available or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to Cingular prior sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause the Company or any of its subsidiaries to file a registration statement under the Securities Act of 1933, as amended (the "SECURITIES ACT"), or which otherwise relate to the date registration of this Agreement true and complete copies any securities of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendedCompany.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 250,000,000 Shares (which are entitled to vote as a class), of which 85,655,381 Shares were outstanding as of the close of business on the date hereof, and 25,000,000 shares of Common Stockpreferred stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 shares of Preferred Stock, without par value $.01 per share(the "Preferred Shares"), none of which, which were outstanding as of the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstandinghereof. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Other than up to 4,560,345 shares subject to issuance related to the 2,645,000 outstanding Preferred Redeemable Increased Dividend Equity Securities (the "Feline Prides") and 250,000 shares of Series A Junior Participating Preferred Stock subject to issuance pursuant to the Rights Agreement, none of which were outstanding as of the close of business on the date hereof, the Company has no Shares reserved for or Preferred Shares subject to issuance, except that, as of January 31, 2004the date hereof, there were 230,079,174 shares issuable 2,515,914 Shares subject to issuance pursuant to outstanding awards under the Company's Amended and Restated Stock Incentive Plan, Long Term Incentive Performance Share Plan, Mandatory Deferred Compensation Plan and the Company Adjustment Non-employee Directors Compensation Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true correct and complete list as of January 31, 2004 of (I) the number of each outstanding options option to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued Shares under the Stock Plans (each, each a "Company Option"), the date of grant, exercise price of all Company Options price, expiration date and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock Shares subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plansthereto. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-wholly owned Subsidiary of the Company, free and clear of any Lien. As of December 31lien, 2003pledge, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreementsecurity interest, claim or other encumbrance. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreementin this Section 5.1(b), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The After the Effective Time, the Feline Prides will be convertible only into, with respect to each Purchase Contract (as defined in the Purchase Contract Agreement dated March 25, 1997, between the Company has made available and First National Bank of Chicago (the "Purchase Contract Agreement")), for each Share issuable on account of such Purchase Contract the right to Cingular receive on the Purchase Contract Settlement Date (as defined in the Purchase Contract Agreement) the Merger Consideration and cash in lieu of fractional shares, if any, pursuant to Section 4.2(f) into which a Share would be converted pursuant to Section 4.2 if such Share were a Non-Election Share, assuming for purposes of such conversion that the Purchase Contract Settlement Date had occurred immediately prior to the date Effective Time. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of this Agreement which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter ("Voting Debt"). Section 5.1(b) of the Company Disclosure Letter sets forth a true and complete copies list of each Person in which the Rights AgreementCompany owns, directly or indirectly, any voting interest that may require a filing by Parent under the DoCoMo Investor Agreement and Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the DoCoMo Warrant Agreement, each as amended"HSR Act").

Capital Structure. (ia) The authorized capital stock of the Company consists of 10,000,000,000 500,000,000 shares of the Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 750,000 shares of Preferred Stockpreferred stock, par value $.01 100.00 per shareshare (the “Company Preferred Stock”, and, together with the Company Common Stock, the “Company Capital Stock”). At the close of whichbusiness on December 12, 2012 (the “Measurement Date”), (a) 26,173,968 shares of the Company Common Stock (which includes no shares of the Company Common Stock subject to vesting or other forfeiture conditions or repurchase by the Company (such shares, the “Company Restricted Stock”)) were issued and outstanding, (b) 6,164,495 shares of the Company Common Stock were held by the Company in its treasury, (c) no shares of the Company Common Stock were held by any Company Subsidiary, (d) 2,041,713 shares of the Company Common Stock were subject to outstanding Company Stock Options, 522,386.1933 shares of the Company Common Stock were subject to outstanding Company RSUs and Company DSUs, and 2,893,383 additional shares of the Company Common Stock were reserved and available for issuance pursuant to the Company Stock Plans, (e) no shares of Company Preferred Stock were issued or outstanding and (f) no other shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. Except for shares of Company Common Stock issued upon exercise, vesting or settlement of Company Stock-Based Awards set forth above, no additional shares of Company Common Stock have been issued and no additional Company Stock-Based Awards have been granted between the Measurement Date and the date of this Agreement. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the Company Common Stock may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, 207,537 shares there are no options, warrants, rights, convertible or exchangeable securities, commitments, or undertakings of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant any kind to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company or any Company Subsidiary is obligated a party or by which any of them is bound (i) obligating the Company or any Company Subsidiary to honorissue, whether through the issuance of deliver or sell, or cause to be issued, delivered or sold, additional shares of Common Stock capital stock or otherwiseother equity interests in, including those issued under the Stock Plans (each, a "Company Option")or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the exercise price Company or of all any Company Options and number of shares of Common Stock issuable at such exercise price and Subsidiary or any Voting Company Debt or (IIii) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof obligating the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options Subsidiary to issue, grant, extend or Common Stock Unitsenter into any such option, warrant, security, commitment or undertaking. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, Company have been validly issued, issued and are fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendednonassessable.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 135,000,000 shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 500,000 shares of Preferred Stock, par value $.01 per shareshare ("Preferred Stock"), of which, which there were issued and outstanding as of the date close of this Agreementbusiness on May 28, 207,537 1999, 16,857,835 shares of Series C Preferred Company Common Stock and 25,428 no shares of Series E Preferred Stock Stock. There are outstanding. All of the no other outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant capital stock or voting securities and no outstanding commitments to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued issue any shares of Common Stock except capital stock or voting securities after May 28, 1999 other than pursuant to the exercise of Company Options and the settlement outstanding as of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Unitssuch date. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is Company Common Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, are free and clear of any Lien. As liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and first refusal created by the Amended and Restated Investor AgreementCertificate of Incorporation or Bylaws, dated each as amended, of December 20Company or any agreement to which Company is a party or by which it is bound. As of the close of business on May 28, 20001999, Company has reserved an aggregate of 4,773,019 shares of Common Stock for issuance to employees, consultants and directors pursuant to the Company Stock Option Plans and the Company Options, of which 218,092 shares have been issued pursuant to option exercises or direct stock purchases or awards, 2,570,680 shares are subject to outstanding, unexercised options, and amended as no shares are subject to outstanding stock purchase rights. Since May 28, 1999, Company has not issued or granted additional options under the Company Stock Option Plans or otherwise. Company has not issued or granted any stock appreciation rights or performance units payable in stock of December 26, 2002, between Former Parentthe Company that are currently outstanding. Except for (i) the rights created pursuant to this Agreement, the Company and DoCoMo (Stock Option Plans, the "DoCoMo Investor Agreement") Company Options and the DoCoMo Warrant AgreementOption Agreement and (ii) Company's right to repurchase any unvested shares under the Company Stock Option Plans, the Company Options or the Company Employee Stock Ownership Plan, there are no preemptive or other outstanding rights, options, warrants, conversion calls, rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights agreements of any kind that obligate the character to which Company is a party or any of its Subsidiaries by which it is bound obligating Company to issue issue, deliver, sell, repurchase or sell redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock of Company or other securities obligating Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. Except for this Agreement and as provided by Section 5.11, there are no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock between or among Company and any of its stockholders. The terms of the Company Stock Option Plans permit the assumption of options to purchase Company Common Stock as provided in this Agreement, without the consent or any approval of its Subsidiaries or any the holders of such securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstandingstockholders. The Company has made available to Cingular prior to the date of this Agreement true True and complete copies of all material agreements and instruments, that are currently in force or under which Company has any liability, relating to or issued under the Rights AgreementCompany Stock Option Plans, the DoCoMo Investor Agreement Company Options and the DoCoMo Warrant AgreementCompany Employee Stock Ownership Plan have been provided to Parent and such agreements and instruments have not been amended, each as amendedmodified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments in any case from the form provided to Parent. All outstanding shares of Company Common Stock and all Company Options were issued in compliance with all applicable federal and state securities laws.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 100,000,000 shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Shares and 1,000,000,000 10,000,000 shares of Preferred Stock, par value $.01 per shareShares, of whichwhich 500,000 shares have been classified as Series A Junior Participating Preferred Stock and the remaining 9,500,000 shares remain unclassified. On the date hereof, as (i) 13,409,642 shares of Common Shares and no shares of Preferred Shares were issued and outstanding, (ii) 900 shares of Common Shares were held by the Company in its treasury, (iii) 260,000 shares of Common Shares were issuable under the Company's employee benefit or incentive plans pursuant to awards granted by the Company (the "Company Employee Stock Plans"), (iv) 1,940,000 shares of Common Shares were issuable upon exercise of outstanding options (the "Company Options") to purchase Common Shares, (v) 937,496 shares of Common Shares were reserved for issuance pursuant to the Company's Amended and Restated Dividend Reinvestment Share Purchase Plan and (vi) 83,898 shares of Common Shares were reserved for issuance pursuant to the Company's Employee Share Purchase Plan. On the date of this Agreement, 207,537 except as set forth in this SECTION 3.1.3 or in SCHEDULE 3.1.3 to the Company Disclosure Letter, no shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All beneficial interest or other voting securities of the outstanding Shares have been duly authorized and are validly Company were issued, fully paid and nonassessablereserved for issuance or outstanding. The Company has no Shares reserved for issuance, except that, as outstanding stock appreciation rights relating to the beneficial shares of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under interest of the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 . All outstanding beneficial shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) interest of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is are duly authorized, validly issued, fully paid and nonassessable and owned by the Company not subject to preemptive rights. There are no bonds, debentures, notes or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except (A) as set forth above in effect on this SECTION 3.1.3, (B) as set forth in SCHEDULE 3.1.3 to the Company Disclosure Letter or (C) as otherwise permitted under SECTION 4.1, as of the date of this AgreementAgreement there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which such entity is bound, obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, voting securities or other ownership interests of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (other than to the Company or a Company Subsidiary). Except as set forth above and pursuant on SCHEDULE 3.1.3 to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant AgreementDisclosure Letter, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any beneficial shares of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities interest of the Company or any of its Subsidiariescapital stock, and no voting securities or obligations evidencing such rights are authorizedother ownership interests in any Company Subsidiary or make any investment (in the form of a loan, issued capital contribution or outstandingotherwise) in any Person (other than a Company Subsidiary). The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended.3.1.4

Capital Structure. (ia) The authorized capital stock of the Company consists of 10,000,000,000 50,000,000 shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 shares of Preferred Stock, par value $.01 0.01 per share, of which, as of the date of this Agreement, 207,537 and 1,000,000 shares of Series C preferred stock, par value $0.01 per share (the “Company Preferred Stock,” and together with the Company Common Stock, the “Company Capital Stock”). At the close of business on March 12, 2010, (i) 38,252 unvested Company Restricted Shares were issued and outstanding, (ii) 19,116 vested Company Restricted Shares were issued and outstanding, (iii) 12,485,101 other shares of Company Common Stock (excluding shares of Company Common Stock held by the Company in its treasury and vested and unvested Company Restricted Shares) were issued and outstanding, (iv) no shares of Company Preferred Stock were issued and 25,428 outstanding, (v) 103,626 shares of Series E Preferred Company Common Stock are outstanding. All were held by the Company in its treasury, (vi) 2,109,821 shares of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there Common Stock were 230,079,174 shares issuable pursuant subject to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan Options, (the "Stock Plans"), 41,748,273 vii) 3,103,244 additional shares of Company Common Stock were reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 Company Stock Plans (including both 2,109,821 shares of Series A Preferred Company Common Stock that are reserved for issuance pursuant in connection with outstanding Company Options and 993,423 shares of Company Common Stock that are reserved for issuance but are not subject to any outstanding options or other awards), in each case, subject to adjustments required to be made on the Amended and Restated Rights Agreement, dated as of September 1, 2002, between terms set forth in the Company Stock Plans, the Rollover Agreements and Mellon Investor Services LLC, as Rights Agent, as amended as described the other agreements set forth in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b3.10(a) of the Company Disclosure Letter contains a true governing the Company Restricted Shares and complete list Company Options, as of January 31applicable, 2004 of and (Iviii) the number only type of outstanding options equity-based awards granted pursuant to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (eachare Company Restricted Shares and Company Options, a "and Company Option"), the exercise price of all Restricted Shares and Company Options and number are the only currently outstanding awards under such plans. Except as set forth above, at the close of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rightsbusiness on March 12, including those issued under the Stock Plans2010, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement into shares of Company Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate terms of incorporation such Company Option and except as contemplated by the Rollover Agreements or as permitted by Section 5.01(b), no shares of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive Capital Stock or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other voting securities of the Company were, and, immediately prior to the Effective Time no shares of Company Capital Stock or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any other voting securities of the Company or any of its Subsidiarieswill be, and no securities or obligations evidencing such rights are authorizedissued, issued reserved for issuance or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 shares of Common Stock100,000,000 Shares, of which, which 48,960,309 Shares were outstanding as of January 31the close of business on February 17, 2004, 2,719,301,543 shares are outstanding2005, and 1,000,000,000 5,000,000 shares of Preferred Stock, $1.00 par value $.01 per shareshare (the “Preferred Shares”), of which, which no shares were outstanding as of the close of business on February 17, 2005, and no Shares or Preferred Shares have been issued from such time to and including the date of this Agreement, 207,537 shares Agreement (other than pursuant to the exercise of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstandingCompany Options (as defined below) issued prior to such time). All of the outstanding Shares have been duly authorized and validly issued and are validly issued, fully paid and nonassessable. The Company has no Shares or Preferred Shares reserved for issuance, except that, as of January 31February 17, 20042005, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock 7,740,823 Shares reserved for issuance pursuant to the DoCoMo Warrant Agreement Company’s Amended and 50,000,000 shares of Series A Preferred Restated Stock Option and Restricted Stock Purchase Plan, 1999 Long-Term Incentive Plan, 2002 Long-Term Incentive Plan and the ESPP (collectively, the “Stock Plans”) and Shares reserved for issuance pursuant to the Amended and Restated Stockholder Protection Rights Agreement, dated as of September 1April 17, 20022003, between the Company and Mellon Investor Services LLCAmerican Stock Transfer & Trust Company, as Rights Agent, as amended as described in this Agreement Agent (the "“Rights Agreement"”). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true correct and complete list as of January 31, 2004 of (I) the number of each outstanding options option to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued Shares under the Stock Plans (each, each a "“Company Option")”) including, in each case, the holder, date of grant, exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock Shares subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plansthereto. Each of the outstanding shares of capital stock or other securities or interests of each of the Company's ’s Subsidiaries held by the Company or a Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-wholly owned Subsidiary of the Company, free and clear of any Lien. As of December 31lien, 2003pledge, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreementsecurity interest, claim or other encumbrance (collectively, “Liens”). Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as the date of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant this Agreement, there are no preemptive rights or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or other rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its SubsidiariesSubsidiaries (“Rights”), and no securities or obligations evidencing such rights Rights are authorized, issued or outstanding. The Company has made available does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to Cingular prior vote (or convertible into or exercisable for securities having the right to vote) with the date of this Agreement true and complete copies stockholders of the Rights AgreementCompany on any matter. The Company does not own, directly or indirectly, any voting interest that would require a filing by Parent or any “Affiliate” (as defined in Rule 12b-2 under the DoCoMo Investor Agreement and Securities Exchange Act of 1934, as amended (the DoCoMo Warrant Agreement“Exchange Act”)) of Parent under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, each as amendedamended (the “HSR Act”).

Capital Structure. (ia) The authorized capital stock of ------------------ the Company consists of 10,000,000,000 200,000,000 shares of Company Common Stock and 10,000,000 shares of preferred stock, par value $1.00 per share (the "Company ------- Authorized Preferred Stock" and, together with the Company Common Stock, the -------------------------- "Company Stock"). At the close of whichbusiness on November 17, as 1999, (i) -------------- 18,351,054 shares of January 31, 2004, 2,719,301,543 shares are Company Common Stock were issued and outstanding, and 1,000,000,000 (ii) 1,097,719 shares of Company Authorized Preferred Stock were issued and outstanding, consisting entirely of shares of Company Preferred Stock, (iii) 2,837,558 shares of Company Common Stock were held by the Company in its treasury, (iv) 1,097,719 shares of Company Common Stock were reserved for issuance upon conversion of outstanding shares of Company Preferred Stock, 1,671,436 shares of Company Common Stock were reserved for issuance pursuant to exercise of outstanding Company Employee Stock Options (as defined in Section 6.04(d)) and 550,564 additional shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Plans (as defined in Section 6.04(d)), and (v) 185,000 shares of Series A Junior Participating Preferred Stock, par value $.01 1.00 per share, of which, as of the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan share (the "Stock PlansJunior Preferred Stock"), 41,748,273 shares of Common Stock the Company were ---------------------- reserved for issuance in connection with the rights (the "Company Rights") -------------- issued pursuant to the DoCoMo Warrant Rights Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1August 26, 20021999, between the Company and Mellon Investor Services LLCFirst Chicago Trust Company of New York, as Rights Agent, Agent (as amended as described in this Agreement (from time to time, the "Company Rights Agreement"). A true and complete copy Except as ------------------------ set forth above at the close of the Rights Agreement as in effect as business on November 17, 1999, no shares of the date of this Agreement has been made available to Cingular. Section 5.1(b) Company Capital Stock or other equity securities or voting securities of the Company Disclosure Letter contains were issued, reserved for issuance or outstanding. There are no outstanding Company SARs (as defined in Section 6.04) that were not granted in tandem with a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common related Company Employee Company Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of Company Capital Stock are, and all such shares that may be issued prior to the Company's Subsidiaries is Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and owned by the Company nonassessable. There are not any bonds, debentures, notes or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation other indebtedness of the Company in effect having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on the date any matters on which holders of this AgreementCompany Stock may vote ("Voting Company Debt"). Except as ------------------- set forth above and above, except pursuant to the Rights Agreement ESOP (as defined in Section 3.03(c)), a true and the Amended and Restated Investor Agreement, dated as complete copy of December 20, 2000which has been previously provided to Parent, and amended as of December 26, 2002, between Former Parent, except for the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant transactions contemplated by this Agreement, there are no preemptive or other outstanding rights, not any options, warrants, conversion rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, redemption rightsstock-based performance units, repurchase rightscommitments, agreementsContracts (as defined in Section 3.05(a)), arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate to which the Company or any Company Subsidiary is a party or by which any of its Subsidiaries them is bound (i) obligating the Company or any Company Subsidiary to issue issue, deliver or sell any sell, or cause to be issued, delivered or sold, additional shares of capital stock or other securities equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Company Capital Stock. As of the date of this Agreement, except as set forth in the Partnership Agreement (as defined in Section 6.12(a)), there are not any outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities capital stock of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstandingCompany Subsidiary. The Company has made available delivered to Cingular prior to the date of this Agreement true Parent a complete and complete copies correct copy of the Company Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 100,000,000 shares of Company Common StockStock and 5,000,000 shares of preferred stock, $.01 par value, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 shares of the Company ("Company Preferred Stock, par value $.01 per share, of which, as "). As of the date of this Agreement, 207,537 hereof: (i) 28,519,999 shares of Series C Preferred Company Common Stock and 25,428 (including Restricted Stock Grants but excluding shares of Series E Preferred Company Common Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under Section 5.8 hereof) were issued and outstanding; (ii) 576,100 shares of Company Common Stock were held by the Company in its treasury and no shares of Company Common Stock were held by subsidiaries of the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan ; (the "Stock Plans"), 41,748,273 iii) 3,500,000 shares of Company Common Stock were reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 Company's Stock Plans of which 1,327,998 shares of Series A Company Common Stock are subject to outstanding Company Stock Options; (iv) no shares of Company Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock were issued or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Unitsoutstanding. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is Company are, and all shares thereof which may be issued prior to the Closing Date will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive or any similar rights. As of the date hereof: (i) 30,941,851 OP Units were issued and outstanding, of which 28,519,999 OP Units were owned by the Company or and 2,421,852 OP Units were owned by Target OP's limited partners, all of whom are set forth on Schedule 3.1(c)(i) to the Company Disclosure Schedule; and (ii) no preferred partnership units of Target OP were issued and outstanding. Schedule 3.1(c)(ii) to the Company Disclosure Schedule is a direct or indirect wholly-owned Subsidiary true and complete list, as of the Companydate hereof, free and clear of any Lien. As of December 31, 2003all outstanding Company Stock Options, the aggregate Liquidation Preference for number of shares subject to each such Company Stock Option, the Series C Preferred Stock exercise price and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation names of the Company in effect on the date of this Agreementholders thereof. Except as set forth above and pursuant to in this Section 3.1(c) or in accordance with the Rights Agreement and the Amended and Restated Investor OP Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement"i) and the DoCoMo Warrant Agreement, there are no preemptive not issued, reserved for issuance or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell (A) any shares of capital stock or voting securities or other securities ownership interests of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forTarget OP, or giving any Person a right to subscribe for or acquire, (B) any securities of the Company or any of its Subsidiariessubsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities or other ownership interests of the Company, Target OP, or any of their subsidiaries, or (C) any warrants, calls, options or other rights to acquire from the Company or any of its subsidiaries, or any obligation of the Company or any of its subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or securities convertible into or exchangeable or exercisable for, capital stock or voting securities or other ownership interests of the Company, Target OP, or any of their subsidiaries, and (ii) there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any such securities or obligations evidencing to issue, deliver or sell, or cause to be issued, delivered or sold, any such rights are authorizedsecurities, issued other than pursuant to any "cashless exercise" provision of any Company Stock Options. None of the Company or outstanding. The Company has made available to Cingular prior any of its subsidiaries is a party, and, to the date of this Agreement true and complete copies Knowledge of the Rights Company and except as set forth in the Charter and OP Agreement, no other person having "beneficial ownership" (within the DoCoMo Investor Agreement and meaning of Rule 13d-3 under the DoCoMo Warrant AgreementSecurities Exchange Act of 1934, each as amendedamended (the "Exchange Act")) of more than 5% of the outstanding Company Common Stock (a "Major Shareholder") is a party to any agreement restricting the transfer of, relating to the voting of, requiring registration of, or granting any preemptive, antidilutive or other similar rights with respect to any of the securities of the Company or any of its subsidiaries. There are no voting trusts, share or stockholders agreements or other agreements or understandings to which the Company or any of its subsidiaries is a party or, to the Knowledge of the Company, any Major Shareholder is a party, with respect to the voting of the capital stock of the Company or any of its subsidiaries. There is no debt of the Company or any of its subsidiaries which entitles the holder thereof to vote with holders of equity securities of the Company.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 (i) 96,250,000 shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 shares of Preferred Stock, par value $.01 .001 per share, of which, as of the date of this Agreement, 207,537 and (ii) 3,750,000 shares of Series C Preferred Class B Common Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Class B Common Stock") and (iii) 1,000,000 shares of preferred stock (the "Preferred Stock"). Subject to any Permitted Changes (as defined in Section 4.01(a)(ii)) there are: (i) 47,366,158 shares of Company Common Stock issued and outstanding (including shares held in the treasury of the Company and including shares of Company Restricted Stock); (ii) 2,645,871 shares of Company Common Stock held in the treasury of the Company; (iii) 452,065 shares of Company Common Stock reserved for issuance upon exercise of authorized but unissued Company Stock Options pursuant to the Stock Plans"), 41,748,273 and 354,334 shares of Company Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 Stock Plans (other than upon exercise of Company Stock Options); (iv) 423,438 shares of Series A Preferred Company Common Stock reserved for issuance pursuant to the Amended and Restated Rights Agreementissuable upon exercise of awarded but unexercised Company Stock Options, dated with an exercise price per each awarded but unexercised Company Stock Option as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described is set forth in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b3.01(c) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of Schedule; (Iv) the number of outstanding options to purchase no shares of Class B Common Stock which issued and outstanding or in the Company is obligated treasury of the Company, and, to honorthe knowledge of the Company, whether through the issuance of no shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Class B Common Stock issuable at such exercise price upon conversion of Company Common Stock; and (IIvi) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, no shares of Common Stock, Preferred Stock issued and outstanding or in the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each treasury of the outstanding Company. Except as set forth above, no shares of capital stock or other equity securities of each the Company are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company's Subsidiaries is Company are, and all shares which may be issued pursuant to the Stock Plans will be, when issued, duly authorized, validly issued, fully paid and nonassessable and owned by the Company not subject to preemptive rights. There are no outstanding bonds, debentures, notes or by a direct other indebtedness or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation other securities of the Company in effect having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the date of this AgreementCompany may vote. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreementabove, there are no preemptive or other outstanding rightssecurities, options, warrants, conversion calls, rights, stock appreciation rights, redemption rights, repurchase rightscommitments, agreements, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate to which the Company or any of its Subsidiaries subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue issue, deliver or sell any sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forsubsidiaries to issue, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended.grant,

Capital Structure. (i) The As of the date hereof, the authorized capital stock of the Company consists of 10,000,000,000 2,000,000,000 shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 100,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.01 per share, of which, as share (“Company Preferred Stock”). As of the date close of this Agreementbusiness on June 24, 207,537 2021 (the “Company Capitalization Date”), (A) 84,063,182 shares of Series C Company Common Stock were issued and outstanding (including 227,462 unvested shares underlying Company Restricted Stock Awards), (B) 200,000 shares of Company Preferred Stock were issued and 25,428 outstanding, (C) no shares of Series E Preferred Company Common Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under held in the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan ’s treasury, (the "Stock Plans"), 41,748,273 D) 20,466,938 shares of Company Common Stock were reserved for issuance pursuant under the Company Equity Plans, (E) Company Options to the DoCoMo Warrant Agreement and 50,000,000 purchase 8,691,380 shares of Series A Preferred Company Common Stock reserved were outstanding, (F) 3,157,617 shares of Company Common Stock were underlying Company RSU Awards (assuming maximum performance for issuance pursuant to the Amended any performance-based Company RSU Awards) and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(bG) no shares of the Company Disclosure Letter contains a true and complete list as capital stock were held by any Subsidiaries of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock UnitsCompany. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each Company Common Stock are, and all shares of the Company's Subsidiaries is Company Common Stock that may be issued prior to the Effective Time shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable non-assessable and owned by the Company or by a direct or indirect whollyfree of pre-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreementemptive rights. Except as set forth above and pursuant to in the Rights Agreement and the Amended and Restated Investor Agreementforegoing provisions of this Section 3.1(b)(i), dated as of December 20, 2000the date hereof: (1) the Company does not have any shares of capital stock or other equity interests issued or outstanding other than shares of Company Common Stock that have become outstanding after the Company Capitalization Date as a result of the exercise of Company Options set forth in Section 3.1(b)(ii), and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement"2) and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rightssubscriptions, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangementsputs, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of capital stock or rights other equity interests of the Company to which the Company or any kind that obligate of its Subsidiaries is a party or otherwise bound obligating the Company or any of its Subsidiaries to issue (I) issue, transfer or sell any shares of capital stock or other securities equity interests of the Company or any of its Subsidiaries or any securities or obligations convertible into or exchangeable into for such shares of capital stock or exercisable for, or giving any Person a right to subscribe for or acquire, any securities equity interests of the Company (in each case other than to the Company or a wholly owned Subsidiary of the Company) or (II) grant, extend or enter into any of its Subsidiariessuch subscription, and no option, warrant, put, call, exchangeable or convertible securities or obligations evidencing such rights are authorizedother similar right, issued agreement or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendedcommitment.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 shares of 500,000 Class A Common StockShares, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, 500,000 Class B Common Shares and 1,000,000,000 100,050 shares of Preferred StockStock (collectively, par value $.01 per share, of which, as the "Company Shares"). As of the date of this Agreementhereof, 207,537 shares of Series C Preferred Stock (i) 495,000 Class A Common Shares were issued and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned free of preemptive rights, (ii) no Class B Common Shares were issued and outstanding, (iii) no Company Shares were held by the Company or by a direct or indirect wholly-owned Subsidiary in its treasury, (iv) 50,050 shares of the CompanySeries A Preferred were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights, and clear (v) 50,000 shares of any Lien. As Series B Preferred were issued and outstanding, all of December 31which were validly issued, 2003fully paid and nonassessable and free of preemptive rights, the aggregate Liquidation Preference except in each case for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance agreements with the certificate of incorporation stockholders of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as under Section 4.3 of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo Disclosure Schedule (the "DoCoMo Investor AgreementExisting Stockholder Agreements"). Except for (i) outstanding Company Stock Options covering not in excess of 19,800 Company Shares under the Company Stock Option Plan, (ii) outstanding CVC Warrants exercisable for an aggregate 5,000 Common Shares and (iii) the DoCoMo Warrant AgreementMezzanine Stock Purchase Warrant, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments rights or rights agreements to which the Company or any of its Subsidiaries is a party or by which any kind that obligate of them is bound obligating the Company or any of its Subsidiaries to issue or sell sell, or cause to be issued, delivered or sold, additional shares of capital stock of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right or agreement. Except for the Existing Stockholder Agreements, those equity-related agreements with executives of the Company set forth on Schedule 4.3 of the Company Disclosure Schedule (the "Executive Equity Agreements"), and as provided in this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries (i) to repurchase, redeem or otherwise acquire any shares of capital stock or other equity securities of the Company or any of its Subsidiaries, or (ii) to vote or to dispose of any shares of the capital stock of any of the Company's Subsidiaries. Except for (i) the phantom stock right (the "Phantom Stock Right") granted by Public Sub to Xxxxxxx Xxxxx pursuant to the Phantom Right Employment Agreement, (ii) as described in the two preceding sentences and (iii) registration rights of certain stockholders of the Company pursuant to that certain Registration Rights Agreement dated as of October 14, 1997 between the Company and the signatories thereto, there are no agreements, arrangements or commitments of any character (including registration rights) relating to or based upon the issued or unissued capital stock or other securities of the Company or any of its Subsidiaries Subsidiaries. The terms of the Company Stock Option Plan and Company Stock Options permit the Company to terminate unexercised Company Stock Options, whether vested or unvested, upon the Merger, without written consent or approval of the holders of the Company Stock Options, stockholders or otherwise. Section 4.3 of the Company Disclosure Schedule sets forth a complete and accurate list of all Company stockholders and the number, class and series of capital stock of Company owned, of record and beneficially, by each such Company stockholder. Section 4.3 of the Company Disclosure Schedule sets forth a complete and accurate list of all warrants, options, "phantom" stock rights, stock appreciation rights or agreements or similar rights to acquire capital stock of, or any securities or obligations convertible or exchangeable into or exercisable foreconomic value in, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available including as to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreementeach holder thereof, the DoCoMo Investor Agreement name of such holder, the number, class and series of shares of capital stock subject thereto, the DoCoMo Warrant Agreementexercisability, each as amendedexercise price or conversion rate, and termination date thereof.

Capital Structure. (ia) The authorized capital stock of the Company consists of 10,000,000,000 150,000,000 shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 5,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.01 per share (“Company Preferred Stock”). At the close of business on February 25, 2005 (i) 56,117,640 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Common Stock were held by the Company in its treasury, (iii) 110,913 shares of Company Common Stock were subject to issuance upon exercise of Company Stock Options (as defined in Section 7.04) under the Company’s 1999 Employee Stock Purchase Plan at a weighted average exercise price of $4.6325 per share, of which, as of the date of this Agreement, 207,537 (iv) 8,004,358 shares of Series C Preferred Company Common Stock and 25,428 shares were subject to issuance upon exercise of Series E Preferred Company Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards Options under the Company's Amended and Restated Long Term ’s 1999 Equity Incentive Plan and the Company Adjustment Plan at a weighted average exercise price of $10.5900 per share, (the "Stock Plans"), 41,748,273 v) 295,000 shares of Company Common Stock were subject to issuance upon exercise of Company Stock Options under the Company’s 1999 Director Stock Option Plan at a weighted average exercise price of $12.4510 per share, (vi) 1,208,325 shares of Company Common Stock were subject to issuance upon exercise of Company Stock Options under the Hightouch Technologies, Inc. 1999 Stock Option Plan at a weighted average exercise price of $5.9861 per share, (vii) 5,896,126 additional shares of Company Common Stock were reserved for issuance pursuant to the DoCoMo Warrant Agreement Company Stock Plans and 50,000,000 (viii) no shares of Series A Company Preferred Stock were issued. Except as set forth above and except for the shares of Company Common Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to upon the exercise of Company Options and the settlement Top-Up Option, at the close of Common Stock Units outstanding business on January 31February 28, 2004 in accordance with their terms. From January 312005, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding no shares of capital stock or other voting securities of each the Company were issued, reserved for issuance or outstanding. There are no outstanding Company SARs (as defined in Section 7.04). All outstanding shares of Company capital stock are, and all such shares that may be issued prior to the Company's Subsidiaries is Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and owned by not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company By-laws or any contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company or by any Company Subsidiary is a direct party or indirect wholly-owned Subsidiary of the Companyotherwise bound. There are not any bonds, free and clear of any Lien. As of December 31debentures, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation notes or other indebtedness of the Company in effect having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on the date any matters on which holders of this AgreementCompany Common Stock may vote (“Voting Company Debt”). Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreementabove, dated as of December 20February 28, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement2005, there are no preemptive or other outstanding rights, not any options, warrants, conversion rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, redemption rightsstock-based performance units, repurchase rightscommitments, agreementsContracts, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate to which the Company or any Company Subsidiary is a party or by which any of its Subsidiaries them is bound (x) obligating the Company or any Company Subsidiary to issue issue, deliver or sell any sell, or cause to be issued, delivered or sold, additional shares of capital stock or other securities equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (y) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, unit, commitment, Contract, arrangement or undertaking or (z) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Company capital stock. As of February 28, 2005, there are not any outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities capital stock of the Company or any Company Subsidiary. No person is entitled to registration rights with respect to any shares of its Subsidiariescapital stock of the Company. Except as contemplated in connection with the execution of this Agreement, and there are no securities stockholder agreements, voting trusts or obligations evidencing such rights are authorizedother agreements, issued Contracts or outstanding. The understandings to which the Company has made available or any Company Subsidiary is a party or to Cingular prior which it is bound relating to the date voting of this Agreement true and complete copies any shares of capital stock of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendedCompany or any Company Subsidiary.

Capital Structure. (i) The authorized capital stock of the Company Parent consists of 10,000,000,000 50,000,000 shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstandingpar value $0.01 per share (the "Parent Common Stock"), and 1,000,000,000 3,000,000 shares of Preferred Stock, par value $.01 0.01 per share, of which, as of the date of this Agreement, 207,537 shares of which 100,000 have been designated Series C D Convertible Preferred Stock and 25,428 shares of 100,000 have been designated Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock PlansPermanent Preferred Stock"). At the close of business on July 12, 41,748,273 2002: (i) 24,911,352 shares of Parent Common Stock were issued and outstanding; (ii) 52,600 shares of Parent Common Stock in the aggregate were held by Parent and its subsidiaries in their treasuries; (iii) no shares of Preferred Stock were issued and outstanding; and (iv) 3,631,506 shares of Common Stock were reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares plans set forth in Section 3.02(c) of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights AgreementParent Disclosure Schedule (collectively, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights AgreementParent Stock Plans"), of which 3,357,000 shares are subject to outstanding employee stock options or other rights to purchase or receive Parent Common Stock granted under the Parent Stock Plans (collectively, "Parent Employee Stock Options"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of Parent are, and all shares which may be issued (including the Company's Subsidiaries is Bridge Preferred Stock and Parent Common stock to be issued hereunder and the Permanent Preferred Stock and the Conversion Shares issuable upon conversion thereof) will be, when issued, duly authorized, validly issued, fully paid and nonassessable and owned by not subject to preemptive rights, and free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws and under the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free Management Rights and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Standstill Agreement. Except as set forth above and in this Section 3.02(c), except for changes since July 12, 2002 resulting from the issuance of shares of Parent Common Stock pursuant to the Rights Agreement and the Amended and Restated Investor AgreementParent Employee Stock Options, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement"x) and the DoCoMo Warrant Agreement, there are no preemptive not issued, reserved for issuance or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell (A) any shares of capital stock or other voting securities of the Company Parent, (B) any securities of Parent convertible into or exchangeable or exercisable for shares of capital stock or voting securities of Parent and (C) any warrants, calls, options or other rights to acquire from Parent or any Parent subsidiary, and no obligation of its Subsidiaries Parent or any Parent subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of Parent and (y) there are no outstanding obligations of Parent or any Parent subsidiary to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither Parent nor any Parent subsidiary is a party to any voting or registration rights agreement with respect to the voting or registration of any such securities. There are no outstanding (A) securities of Parent or 24. any Parent subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or ownership interests in any Parent subsidiary, (B) warrants, calls, options or other rights to acquire from Parent or any Parent subsidiary, and no obligation of Parent or any Parent subsidiary to issue, any capital stock, voting securities or other ownership interests in, or any securities or obligations convertible into or exchangeable into or exercisable forfor any capital stock, voting securities or ownership interests in, any Parent subsidiary or (C) obligations of Parent or any Parent subsidiary to repurchase, redeem or otherwise acquire any such outstanding securities of Parent subsidiaries or to issue, deliver or sell, or giving any Person a right cause to subscribe for be issued, delivered or acquiresold, any such securities. Other than the Parent subsidiaries, Parent does not directly or indirectly beneficially own any securities or other beneficial ownership interests in any other entity. All outstanding shares of Parent Common Stock and all outstanding Parent Employee Stock Options have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all material requirements set forth in applicable Parent Material Contracts. All securities reacquired by Parent were reacquired in compliance with (i) the applicable provisions of the Company or any of its SubsidiariesDGCL and all other applicable Legal Requirements, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true (ii) all requirements set forth in applicable restricted stock purchase agreements and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendedother applicable Parent Material Contracts.

Capital Structure. (i) The authorized capital stock of the Company Seller consists of 10,000,000,000 4,500,000 shares of Seller Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 100,000 shares of Preferred Stockpreferred stock of Seller, par value $.01 0.01 per shareshare ("Seller Preferred Stock"). As of the date of this Agreement: (A) 2,228,739 shares of Seller Common Stock were issued and outstanding, (B) no shares of whichSeller Preferred Stock were issued and outstanding, as (C) no shares of Seller Preferred Stock were reserved for issuance, (D) no shares of Seller Common Stock were reserved for issuance except 357,075 shares of Seller Common Stock were reserved for issuance pursuant to Seller Stock Option Plan and 28,925 Shares of Seller Common Stock were reserved for issuance under the MRP, and (E) 1,342,011 shares of Seller Common Stock were held by Seller in its treasury or by its Subsidiaries. All outstanding shares of Seller Common Stock are validly issued, fully paid and nonassessable and not subject to any preemptive rights and, with respect to shares held by Seller in its treasury or by its Subsidiaries, are free and clear of all liens, claims, encumbrances or restrictions (other than those imposed by applicable federal and state securities laws) and there are no agreements or understandings with respect to the voting or disposition of any such shares. The Disclosure Letter sets forth a complete and accurate list of all options to purchase Seller Common Stock that have been granted and are outstanding pursuant to the Seller Option Plan and all restricted stock grants under Seller's MRP including the dates of grant, exercise prices, dates of vesting, dates of termination and shares subject to each grant. Seller has not, since September 30, 2000 adopted or modified the terms of any stock option plan or restricted stock or phantom stock plan or any grants under the Seller Option Plan. The authorized capital stock of the Association consists of 4,500,000 shares of common stock, par value $0.01 per share (the "Association Common Stock"), and 100,000 shares of preferred stock, par value $0.01 per share (the "Association Preferred Stock"). As of the date of this Agreement, 207,537 3,570,750 shares of Series C the Association Common Stock were outstanding, no shares of the Association Preferred Stock were outstanding and 25,428 all outstanding shares of Series E Preferred the Association Common Stock are outstandingwere, and as of the Effective Time will be, owned by Seller. All of the outstanding Shares have been duly authorized and shares of the Association Common Stock are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended.

Capital Structure. (ia) The As of the date of this Agreement, the authorized capital stock of the Company consists of 10,000,000,000 250,000,000 Company Common Shares, of which 72,170,192 Company Common Shares were issued and outstanding as of the close of business on May 1, 2000, and 10,000,000 shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 shares of Preferred Preference Stock, par value $.01 per shareshare (the "Company Preference Shares"). Of the authorized Company Preference Shares, (i) 2,500,000 shares have been designated as Cumulative Participating Junior Preferred Stock, of whichwhich no shares are issued or outstanding as of the date of this Agreement but of which all have been reserved for issuance pursuant to the Rights Agreement, dated May 1, 1998, between the Company and The Bank of New York, as rights agent (the "Rights Agreement"), and (ii) 50,000 shares have been designated as Company Money Market Preferred Shares, of which 87 shares are issued and outstanding as of the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Company Common Shares and Company Preference Shares have been duly authorized and validly issued and are validly issued, fully paid and nonassessable. The As of the date of this Agreement, the Company has no Company Common Shares or Company Preference Shares reserved for or otherwise subject to issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant (i) no more than 25,306,605 Company Common Shares subject to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Company Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect Options outstanding as of the date of this Agreement has (and the weighted average exercise price of those Company Stock Options and the plans or agreements pursuant to which those Company Stock Options have been made available to Cingular. issued (the "Company Stock Plans") are set forth in Section 5.1(b) 2.1.2 of the Company Disclosure Letter contains a true Schedule) and complete list (ii) no more than 3,918,900 Company Common Shares subject to issuance upon conversion of the Company's 3% convertible subordinated notes due January 15, 2005 ("Company Convertible Notes"). The Company Stock Options outstanding as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant this Agreement (and number identified in Section 2.1.2 of shares the Company Disclosure Schedule) exercisable for up to 2,200,000 of the Company Common Stock subject thereto Shares referenced in clause (including without limitation restricted stock unitsi) (each of the prior sentence will not vest or become exercisable as a "Common Stock Unit")result of the execution of this Agreement or the consummation of the transactions contemplated by this Agreement. From January 31the close of business on May 1, 2004 to 2000 until the date hereof of this Agreement, the Company has not issued issued, granted or sold any shares of Company Common Stock except Shares other than pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendedOptions.

Capital Structure. (ia) The authorized capital stock of the Company consists of 10,000,000,000 150,000,000 shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 5,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.01 per share (COMPANY PREFERRED STOCK). At the close of business on February 25, 2005 (i) 56,117,640 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Common Stock were held by the Company in its treasury, (iii) 110,913 shares of Company Common Stock were subject to issuance upon exercise of Company Stock Options (as defined in Section 7.4) under the Company's 1999 Employee Stock Purchase Plan at a weighted average exercise price of $4.6325 per share, (iv) 8,004,358 shares of whichCompany Common Stock were subject to issuance upon exercise of Company Stock Options under the Company's 1999 Equity Incentive Plan at a weighted average exercise price of $10.5900 per share, (v) 295,000 shares of Company Common Stock were subject to issuance upon exercise of Company Stock Options under the Company's 1999 Director Stock Option Plan at a weighted average exercise price of $12.4510 per share, (vi) 1,208,325 shares of Company Common Stock were subject to issuance upon exercise of Company Stock Options under the Hightouch Technologies, Inc. 1999 Stock Option Plan at a weighted average exercise price of $5.9861 per share, (vii) 5,896,126 additional shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Plans and (viii) no shares of Company Preferred Stock were issued. Except as set forth above and except for the shares of Company Common Stock reserved for issuance upon the exercise of the Top-Up Option, at the close of business on the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other voting securities of each the Company were issued, reserved for issuance or outstanding. There are no outstanding Company SARs (as defined in Section 7.4). All outstanding shares of Company capital stock are, and all such shares that may be issued prior to the Company's Subsidiaries is Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and owned by not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company By-laws or any contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a CONTRACT) to which the Company or by any Company Subsidiary is a direct party or indirect wholly-owned Subsidiary of the Companyotherwise bound. There are not any bonds, free and clear of any Lien. As of December 31debentures, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation notes or other indebtedness of the Company in effect having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common Stock may vote (VOTING COMPANY DEBT). Except as set forth above, as of the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, not any options, warrants, conversion rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, redemption rightsstock-based performance units, repurchase rightscommitments, agreementsContracts, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate to which the Company or any Company Subsidiary is a party or by which any of its Subsidiaries them is bound (x) obligating the Company or any Company Subsidiary to issue issue, deliver or sell any sell, or cause to be issued, delivered or sold, additional shares of capital stock or other securities equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (y) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, unit, commitment, Contract, arrangement or undertaking or (z) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Company capital stock. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities capital stock of the Company or any Company Subsidiary. No person is entitled to registration rights with respect to any shares of its Subsidiariescapital stock of the Company. Except as contemplated in connection with the execution of this Agreement, and there are no securities stockholder agreements, voting trusts or obligations evidencing such rights are authorizedother agreements, issued Contracts or outstanding. The understandings to which the Company has made available or any Company Subsidiary is a party or to Cingular prior which it is bound relating to the date voting of this Agreement true and complete copies any shares of capital stock of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendedCompany or any Company Subsidiary.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 21,000,000 shares of Common StockStock and 820,000 shares of preferred stock, par value $0.01 per share, of which, as of January 31, 2004, 2,719,301,543 which 53,572 shares are outstanding, and 1,000,000,000 shares of Class A Preferred Stock, par value $.01 0.01 per share, 21,786 shares are Class B Preferred Stock, par value $0.01 per share, 100,000 shares are Class C Preferred Stock, par value $0.01 per share, and 644,642 shares are of whichsuch series as the Company Board may determine from time to time. As of the date of this Agreement, (i) 16,226,815 shares of Common Stock and no shares of preferred stock were issued and outstanding, (ii) no shares of Common Stock were held by the Company in its treasury, (iii) 1,217,481 shares of Common Stock were reserved for issuance pursuant to the outstanding employee stock options ("Plan Options") granted pursuant to the Stock Plans (as defined in Section 6.04), of which (x) Plan Options covering 700,863 shares of Common Stock are currently exercisable and (y) Plan Options covering 516,618 shares of Common Stock are currently not exercisable, of which Plan Options covering 485,400 shares of Common Stock have been granted subject to obtaining approval of the Company's stockholders and (absent such approval, which is subject to the last sentence of Section 5.01(b)) will not become exercisable as a result of the Transactions, and (iv) 1,457,602 shares of Common Stock were reserved for issuance pursuant to other options ("Other Options" and, together with the Plan Options, the "Stock Options") granted to employees and former employees of the Company. Except as set forth above, as of the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other voting securities of each the Company were issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company's Subsidiaries is Company are, and all shares which may be issued pursuant to the Stock Plans or pursuant to the agreements representing outstanding Other Options described in clause (iv) above shall be, when issued, duly authorized, validly issued, fully paid and nonassessable and owned by the Company not subject to preemptive rights. There are not any bonds, debentures, notes or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation other indebtedness of the Company in effect having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth above, as of the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rightsnot any securities, options, warrants, conversion calls, rights, stock appreciation rights, redemption rights, repurchase rightscommitments, agreements, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate to which the Company or any of its Subsidiaries subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to issue issue, deliver or sell any sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any of its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities shares of capital stock of the Company or any of its Subsidiariessubsidiaries or to provide funds to make any investment (in the form of a loan, and no securities capital contribution or obligations evidencing such rights are authorized, issued otherwise) in any subsidiary or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendedany other entity.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 (i) 60,000,000 shares of Company Common Stock, of which, as which 26,537,830 shares were outstanding at the close of January business on December 31, 20042001, 2,719,301,543 shares are outstanding, (ii) and 1,000,000,000 1,009,126 shares of Preferred Stock, par value $.01 0.01 per shareshare (the "Preferred Shares"), none of which, as of which were outstanding on the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstandinghereof. All of the outstanding Shares shares of Company Common Stock have been duly authorized and are validly issued, fully paid and nonassessablenonassessable and not subject to preemptive rights. The Company has no shares of Company Common Stock or Preferred Shares reserved for issuance, except that, as of January December 31, 20042001, there were 230,079,174 (i) 1,009,126 shares issuable of Preferred Stock reserved for issuance pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan Rights Agreement, dated May 18, 1995, as amended (the "Stock PlansCompany Rights Agreement"), 41,748,273 between the Company and EquiServe Trust Company, N.A. (the "Company Rights Agent"), (ii) 5,273,750 shares of Company Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 Company Stock Option Plans, (iii) 700,000 shares of Series A Preferred Company Common Stock reserved for issuance pursuant to the Amended and Restated Rights AgreementCompany's 1999 Employee Stock Purchase Plan, dated as of September effective July 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement 1999 (the "Rights Agreement1999 Stock Purchase Plan") and (iv) 494,674 shares of Company Common Stock reserved for issuance pursuant to the Company's existing 401(k) Plan (the "401(k) Plan"). A true and complete copy As of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither except (i) 1,009,126 shares of Preferred Stock issuable pursuant to the Company nor any Rights Agreement, (ii) 4,476,668 shares of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants issuable upon exercise of Company Options, (iii) 426,811 shares of Company Common Stock Units issuable pursuant to the Company's 1999 Employee Stock Purchase Plan and restricted (iv) 95,846 shares were made under of Company Common Stock issuable pursuant to the Stock Plans. Each 401(k) Plan, and as disclosed in this Section 3.01(d), there are no options, warrants, calls, rights, commitments or agreements of any character to which the outstanding Company is a party or by which it is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or obligating the Company to grant, extend or enter into any of its Subsidiaries such option, warrant, call, right, commitment or any securities agreement. After the Effective Time, the Surviving Corporation will have no obligation to issue, transfer or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, sell any securities of the Surviving Corporation pursuant to any. The Board of Directors of the Company has taken all action to amend the Company Rights Agreement (subject only to execution of such amendment by the Company Rights Agent) to provide that, for so long as this Agreement is in full force and effect, (i) none of the Parent and its subsidiaries (including Merger Sub) shall become an "Acquiring Person" and no "Share Acquisition Date" shall occur as a result of the execution, delivery and performance of this Agreement and the consummation of the Offer or the Merger, (ii) no "Distribution Date" shall occur as a result of the announcement of or the execution of this Agreement or any of its Subsidiaries, the transactions contemplated hereby and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date (iii) each of this Agreement true Parent and complete copies Merger Sub will not be an Acquiring Person as a result of the transactions contemplated hereby (each of "Acquiring Person," "Share Acquisition Date" and "Distribution Date" as defined in the Company Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended).

Capital Structure. (ia) The As of the date hereof, the authorized capital stock of the Company Trenwick consists of 10,000,000,000 30,000,000 shares of Common Stockcommon stock with a par value of $0.10 per share and 2,000,000 shares of preferred stock with a par value of $0.10 per share. As of December 15, 1999, (i) 17,397,809 shares of which, as of January 31, 2004, 2,719,301,543 shares are common stock were issued and outstanding, and 1,000,000,000 (ii) no shares of Preferred Stockcommon stock were held as treasury shares or by Subsidiaries of Trenwick, par value $.01 per share, of which, as of the date of this Agreement, 207,537 (iv) 200,000 shares of Series C B Junior Participating Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All were reserved for issuance upon exercise of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan rights (the "Stock PlansRights"), 41,748,273 ) distributed to the holders of shares of Common Stock reserved for issuance common stock pursuant to the DoCoMo Warrant Rights Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 124, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement 1997 (the "Rights Agreement"), between Trenwick and First Chicago Trust Company of New York, as Rights Agent, and (v) no shares of preferred stock were issued or outstanding. A true and complete copy Section 3.3(a) of the Rights Agreement as Trenwick Disclosure Letter sets forth each plan, arrangement or agreement pursuant to which options or stock appreciation rights with respect to Trenwick Shares may be granted or under which such options or stock appreciation rights have been granted and are outstanding (the "Trenwick Option Plans") and in effect the aggregate the maximum number of options and stock appreciation rights outstanding as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of hereof and the Company Disclosure Letter contains a true class and complete list as of January 31, 2004 of (I) the number of outstanding options Trenwick Shares reserved for issue pursuant to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Trenwick Option Plans (each, a such options and rights being herein collectively referred to as the "Company OptionTrenwick Options"), together with a listing of the exercise price of all Company Options and aggregate number of shares such Trenwick Options which shall vest at the Merger Effective Time as a result of Common Stock issuable at such exercise price and (II) the number Plan of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock PlansMerger. Each of the outstanding shares of capital stock or other securities of each Subsidiary of Trenwick, other than the 110,000 redeemable preferred capital securities (liquidation amount $1,000 per security) issued by Trenwick Capital Trust I, a Delaware statutory business trust ("Trenwick Capital"), and other than as set forth in Section 3.3(a) of the Company's Subsidiaries Trenwick Disclosure Letter, is duly authorized, validly issued, fully paid and nonassessable and directly or indirectly owned by the Company or by a direct or indirect wholly-owned Subsidiary of the CompanyTrenwick, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendedall Liens.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 40,000,000 shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 1,000,000 shares of Preferred Stockseries preferred stock, par value $.01 per shareshare ("Company Preferred Stock"). At the close of business on November 28, of which1997, as of the date of this Agreement, 207,537 (i) 14,941,227 shares of Company Common Stock were issued and outstanding, (ii) 470,300 shares of Company Series C B Preferred Stock were issued and 25,428 outstanding (and 1,410,900 shares of Series E Preferred Company Common Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares were reserved for issuanceissuance upon the conversion thereof), except that(iii) 872,032 shares of Company Common Stock were held by the Company in its treasury, as (iv) 1,378,847 shares of January 31, 2004, there Company Common Stock were 230,079,174 shares issuable reserved for issuance pursuant to outstanding awards under the Company's Amended Xxxxxx Inc. 1985 Stock Option and Restated Long Term Incentive Appreciation Plan and the Company Adjustment Xxxxxx Inc. Stock Option Plan for Non-Employee Directors (collectively, the "Stock Plans"), 41,748,273 and (v) 200,000 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Company Series A Preferred Stock were reserved for issuance in connection with the rights (the "Rights") to purchase shares of Company Series A Preferred Stock issued pursuant to the Amended and Restated Renewed Rights AgreementAgreement dated September 25, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, 1996 (as amended as described in this Agreement (from time to time, the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of between the Company Disclosure Letter contains a true and complete list American Stock Transfer and Trust Company, as rights agent. Except as set forth above, at the close of January 31business on December 14, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor1997, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding no shares of capital stock or other voting securities of each the Company were issued, reserved for issuance or outstanding (except for shares of Company Common Stock issued upon conversion of shares of Company Series B Preferred Stock since November 28, 1997). At the close of business on December 14, 1997, there were no outstanding stock appreciation rights or rights (other than outstanding employee stock options to purchase shares of Company Common Stock ("Employee Stock Options")) to receive shares of Company Common Stock on a deferred basis granted under the Stock Plans or otherwise. All outstanding shares of capital stock of the Company's Subsidiaries is Company are, and all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and owned by the Company not subject to preemptive rights. There are no notes, bonds, debentures or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation other indebtedness of the Company in effect having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the date of this AgreementCompany may vote. Except as set forth above and pursuant to above, at the Rights Agreement and the Amended and Restated Investor Agreementclose of business on December 14, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement1997, there are were no preemptive or other outstanding rightssecurities, options, warrants, conversion calls, rights, stock appreciation rights, redemption rights, repurchase rightscommitments, agreements, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate to which the Company or any of its Subsidiaries subsidiaries was a party or by which any of them was bound obligating the Company or any of its subsidiaries to issue issue, deliver or sell any sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or of any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. At the close of business on December 14, 1997, and except as provided pursuant to the terms of the Company Series B Preferred Stock there were no outstanding contractual obligations of the Company or any of its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities shares of capital stock of the Company or any of its Subsidiariessubsidiaries. At the close of business on December 14, and 1997, there were no securities outstanding contractual obligations of the Company to vote or obligations evidencing such rights are authorized, issued or outstandingto dispose of any shares of the capital stock of any of its subsidiaries. The Company has made available delivered to Cingular prior to the date of this Agreement true Bethlehem a complete and complete copies correct copy of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended.

Capital Structure. (ia) The authorized capital stock of the Company consists of 10,000,000,000 75,000,000 shares of Company Common Stock, of which, which 24,523,156 shares were outstanding as of January 31the close of business on March 9, 20041998; and 432,000 shares of preferred stock, 2,719,301,543 $.01 par value ("Preferred Stock"), of which (i) 270,000 shares are outstandinghave been authorized as 9% Cumulative Preferred Stock ("Company 9% Preferred Stock"), of which 150,000 shares were outstanding as of March 9, 1998, and 1,000,000,000 (ii) 162,000 shares of have been authorized as Series B Participating Preferred Stock, par value $.01 per share, of which, which no shares were outstanding as of the date of this AgreementMarch 9, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding1998. All of the outstanding Shares shares of Company Common Stock and Company 9% Preferred Stock have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuancecommitments to issue or deliver Company Common Stock, except that, as of January 31March 9, 20041998, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 2,506,366 shares of Company Common Stock reserved for subject to issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 Company Stock Plans. The Company has no commitments to issue or deliver any shares of preferred stock, except that as of March 9, 1998, there were 245,231.56 shares of Series A Junior Participating Preferred Stock reserved for subject to issuance pursuant to the Amended and Restated Rights Agreement, dated as the terms of September 1, 2002, between which shares of Series A Junior Participating Preferred Stock are set forth in a designation that has been approved by the board of directors of the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy part of the Rights Agreement as in effect as of but not filed with the date of this Agreement has been made available to CingularSecretary. Section 5.1(b5.2(a) of the Company Disclosure Letter contains a true correct and complete list as of January 31, 2004 of (I) the number of each outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwiseOption, including those issued under the applicable Company Stock Plans (eachPlan, a "the holder of such Company Option"), the date of grant, exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendedthereto.

Capital Structure. (i) The authorized capital stock of the Company JPFI consists of 10,000,000,000 75,000,000 shares of JPFI Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 5,000,000 shares of Preferred Stockpreferred stock, par value $.01 per shareshare ("JPFI Preferred Stock"). At the close of business on June 24, of which, as of the date of this Agreement, 207,537 1997: (i) 22,588,688.61 shares of Series C JPFI Common Stock were is- sued and outstanding (including shares of restricted JPFI Com- mon Stock); (ii) no shares of JPFI Common Stock were held by JPFI in its treasury; (iii) no shares of JPFI Preferred Stock were issued and 25,428 outstanding; (iv) 4,264,329 shares of Series E Preferred JPFI Com- mon Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to all stock op- tion, restricted stock or other stock-based compensation, ben- efits or savings plans, agreements or arrangements in which current or former employees or directors of JPFI or its subsid- iaries participate as of the DoCoMo Warrant Agreement date hereof, including, without limitation, the JPFI 1994 Stock Incentive Plan, the JPFI Stock Option Plan for Outside Directors and 50,000,000 the JPFI 1994 Employee Stock Purchase Plan, complete and correct copies of which, in each case as amended as of the date hereof, have been filed with the JPFI Filed SEC Documents or delivered to RSI (such plans, collectively, the "JPFI Stock Plans"); and (v) 350,000 shares of Series A JPFI Preferred Stock were reserved for issuance upon exercise of preferred share purchase rights issued pursuant to the Amended and Restated Rights Agreement, dated as of September 1February 19, 20021996, between the Company JPFI and Mellon Investor Services LLCThe Bank of New York, as Rights Agent, as amended as described in this Agreement rights agent (the "JPFI Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b3.2(c) of the Company JPFI Disclosure Letter contains Schedule sets forth a true complete and complete list correct list, as of January 31June 24, 2004 1997, of (I) the number of outstanding shares of JPFI Common Stock subject to employee stock options or other rights to purchase shares of or receive JPFI Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued granted under the JPFI Stock Plans (eachcol- lectively, a "Company OptionJPFI Employee Stock Options"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date dates of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Unitsprices thereof. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock of JPFI are, and all shares which may be issued pursuant to this Agreement or other securities of each of the Company's Subsidiaries is otherwise will be, when issued, duly authorizedau- thorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time not subject to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreementpreemptive rights. Except as set forth above in this Sec- tion 3.2(c), and pursuant except for changes since June 24, 1997 re- sulting from the issuance of shares of JPFI Common Stock pur- suant to the Rights Agreement and the Amended and Restated Investor JPFI Employee Stock Options or as expressly per- mitted by this Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement"x) and the DoCoMo Warrant Agreement, there are no preemptive not issued, reserved for issuance or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell (A) any shares of capital stock or other voting securities of the Company JPFI, (B) any securities of JPFI or any JPFI subsidiary convertible into or exchangeable or exer- cisable for shares of its Subsidiaries capital stock or voting securities of JPFI, (C) any warrants, calls, options or other rights to ac- quire from JPFI or any JPFI subsidiary, and any obligation of JPFI or any JPFI subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of JPFI, and (y) there are no outstanding obligations of JPFI or any JPFI subsidiary to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. There are no outstand- ing (A) securities of JPFI or any JPFI subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or ownership interests in any JPFI subsidiary, (B) warrants, calls, options or other rights to acquire from JPFI or any JPFI subsidiary, and any obligation of JPFI or any JPFI subsidiary to issue, any capital stock, voting securities or other ownership interests in, or any securities or obligations convertible into or exchangeable into or exercisable forfor any capital stock, voting securities or ownership interests in, any JPFI subsidiary or (C) obligations of JPFI or any JPFI subsidiary to repurchase, redeem or otherwise acquire any such outstanding securities of JPFI subsidiaries or to issue, deliver or sell, or giving any Person a right cause to subscribe for be issued, delivered or acquiresold, any securities such securities. Neither JPFI nor any JPFI subsidiary is a party to any agree- ment restricting the purchase or transfer of, relating to the voting of, requiring registration of, or granting any preemp- tive or, except as provided by the terms of the Company JPFI Employee Stock Options, antidilutive rights with respect to, any securi- ties of the type referred to in the two preceding sentences. Other than the JPFI subsidiaries, JPFI does not directly or indirectly beneficially own any of its Subsidiaries, and no securities or obligations evidencing such rights other beneficial ownership interests in any other entity except for non- controlling investments made in the ordinary course of business in entities which are authorized, issued not individually or outstanding. The Company has made available in the aggregate ma- terial to Cingular prior to the date of this Agreement true JPFI and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each its subsidiaries as amendeda whole.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 30,000,000 shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 2,500,000 shares of Preferred Stockpreferred stock, par value $.01 0.01 per share, of whichCompany (“Company Preferred Stock”). As of December 1, as of the date of this Agreement, 207,537 2003: (i) 9,206,774 shares of Series C Company Common Stock were issued and outstanding; (ii) 2,539,538 shares of Company Common Stock were held by Company in its treasury and no shares of Company Common Stock were held by Subsidiaries of Company; (iii) no shares of Company Preferred Stock were issued and 25,428 outstanding; (iv) no shares of Series E Company Preferred Stock are outstanding. All were held by Company in its treasury or were held by any Subsidiary of the outstanding Shares have been duly authorized Company; and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 v) 2,117,367 shares of Company Common Stock were reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreementall plans, dated as of September 1, 2002, between including the Company and Mellon Investor Services LLCOption Plans, agreements or arrangements providing for equity-based compensation to any director, Employee (as Rights Agent, as amended as described defined in this Agreement (the "Rights Agreement"Section 3.1(f). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, consultant or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise independent contractor of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor or any of its Subsidiaries have granted or issued any (collectively, the “Company Options or Stock Plans”), of which 1,119,865 shares are subject to outstanding stock options to acquire Company Common Stock UnitsStock. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of Company are, and all shares thereof which may be issued prior to the Company's Subsidiaries is Closing will be, when issued, duly authorized, validly issued, fully paid and nonassessable and owned by the not subject to preemptive rights. Company or by has delivered to Newco a direct or indirect wholly-owned Subsidiary true and complete list, as of the Company, free and clear close of any Lien. As of business on December 311, 2003, the aggregate Liquidation Preference for the Series C Preferred of all outstanding stock options to purchase or receive Company Common Stock and Series E Preferred all other rights to purchase or receive Company Common Stock is $291 million granted under Company Stock Plans (collectively, the “Company Stock Options”), the number of shares subject to each such Company Stock Option, the grant dates, the vesting schedule and the exercise prices (to the extent applicable) of each such Liquidation Preference may vary from time to time only in accordance with Company Stock Option and the certificate of incorporation names of the holders thereof. Company in effect on has not awarded or authorized the date award of this Agreementany Company Stock Options since December 1, 2003. Except as set forth above in this Section 3.1(c) and pursuant to except for the Company Rights Agreement and changes since December 1, 2003 resulting from (i) the Amended issuance of shares of Company Common Stock pursuant to and Restated Investor Agreementin accordance with Company Stock Options outstanding prior to December 1, dated 2003 and (ii) as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo expressly contemplated hereby (the "DoCoMo Investor Agreement"x) and the DoCoMo Warrant Agreement, there are no preemptive not issued, reserved for issuance or outstanding (A) any shares of capital stock or voting securities or other outstanding rightsownership interests of Company, options(B) any securities of Company or any Subsidiary of Company convertible into or exchangeable or exercisable for shares of capital stock or voting securities or other ownership interests of Company, or (C) any warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments options or other rights to acquire from Company or any Subsidiary of Company, or any kind that obligate the obligation of Company or any of its Subsidiaries to issue issue, any capital stock, voting securities or sell any shares of other ownership interests in, or securities convertible into or exchangeable or exercisable for, capital stock or voting securities or other securities ownership interests of the Company, and (y) there are no outstanding obligations of Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities, other than pursuant to any “cashless exercise” provision of any Company Stock Options. Except as set forth in Section 3.1(c) of the Company Disclosure Schedule (which schedule shall include the Company Rights Agreement and the Company Stock Plans), there are no outstanding (A) securities of Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities or obligations convertible other ownership interests in any Subsidiary of Company, (B) warrants, calls, options or exchangeable into or exercisable for, or giving any Person a right other rights to subscribe for or acquire, any securities of the acquire from Company or any of its Subsidiaries, and no or any obligation of Company or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for, any capital stock, voting securities or other ownership interests in, any Subsidiary of Company or (C) obligations evidencing of Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such rights are authorizedoutstanding securities of Subsidiaries of Company or to issue, issued deliver or outstandingsell, or cause to be issued, delivered or sold, any such securities. The Except for the Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant AgreementCompany Stock Plans, each neither Company nor any of its Subsidiaries is a party (and, to the knowledge of Company as amendedof the date hereof, no other Person having beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of five percent or more of the outstanding Company Common Stock (a “Major Company Stockholder”) is a party) to any agreement restricting the transfer of, relating to the voting of, requiring registration of, or granting any preemptive or antidilutive rights with respect to any of the securities of Company or any of its Subsidiaries. There are no voting trusts or other agreements or understandings to which Company or any of its Subsidiaries is a party or, to the knowledge of Company as of the date hereof, any Major Company Stockholder is a party with respect to the voting of the capital stock of Company or any of its Subsidiaries.

Capital Structure. (i) The As of the date of this Agreement, the authorized capital stock of the Company consists of 10,000,000,000 45,000,000 shares, divided into the following: (i) 5,000,000 shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.01 per shareshare (the "Company Preferred Stock"); and (ii) 40,000,000 shares of Company Common Stock. At the close of business on August 1, 1997: (i) 10,101,915 shares of whichCompany Common Stock were issued and outstanding, as 27,825 of which are restricted shares; (ii) 815,902 shares of Company Common Stock were reserved for issuance in connection with the Stock Option Plan; (iii) 122,457 shares of Company Common Stock were reserved for issuance in connection with the Directors' Stock Option Plan; (iv) 491,222 shares of Company Common Stock were reserved for issuance upon exercise of outstanding Company Warrants; (v) no shares of Company Common Stock were held in treasury; (vi) no shares of Company Preferred Stock were issued and outstanding or held by the Company or any Subsidiary of the date Company; and (vii) no bonds, debentures, notes or other instruments or evidence of this Agreementindebtedness having the right to vote (or convertible into, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are or exercisable or exchangeable for securities having the right to vote) on any matters on which the Company shareholders may vote ("Company Voting Debt") were issued or outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, Company Common Stock are validly issued, fully paid and nonassessable and owned by are not subject to preemptive or other similar rights. Except as set forth in Section 3.1(b) of the Disclosure Memorandum, there are outstanding: (i) no securities of the Company convertible into or exchangeable or exercisable for shares of capital stock, Company Voting Debt or other voting securities of the Company; and (ii) no stock awards, options, warrants, calls, rights (including stock purchase or preemptive rights), commitments or agreements to which the Company is a party or by a direct which it is bound, in any case obligating the Company to issue, deliver, sell, purchase, redeem or indirect wholly-owned Subsidiary acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of its capital stock, any Company Voting Debt or other voting securities or securities convertible into or exchangeable or exercisable for voting securities of the Company, free and clear or obligating the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. Except as set forth in Section 3.1(b) of any Lien. As of the Disclosure Memorandum, since December 31, 20031996, the aggregate Liquidation Preference for Company has not (i) granted any options, warrants or rights to purchase shares of Company Common Stock or (ii) amended or repriced, as applicable, any Company Option, any Company Warrant, the Series C Preferred Stock and Series E Preferred Option Plan or the Directors' Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation Option Plan. Section 3.1(b) of the Disclosure Memorandum sets forth the following information with respect to each Company in effect Option and Company Warrant outstanding on the date of this Agreement. Except as set forth above and pursuant : (A) the name of the optionee or warrantholder, (B) the number of shares of Company Common Stock subject to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000such Company Option or Company Warrant, and amended as (C) the exercise price of December 26, 2002, between Former Parent, the such Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive Option or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities Warrant. None of the Company or any Options are "incentive stock options" (within the meaning of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities Section 422 of the Company or any Code). There are not as of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete there will not be on the date of the Shareholders' Meeting any shareholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting of any shares of the capital stock of the Company which will limit in any way the solicitation of proxies by or on behalf of the Company from, or the casting of votes by, the shareholders of the Company with respect to the Merger. True and correct copies of all agreements relating to the Rights Agreement, the DoCoMo Investor Agreement Company Warrants and the DoCoMo Warrant Agreement, each as amendedCompany Options and the issuance of any restricted stock have previously been provided or made available to Parent.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 shares of 80,000,000 Company Common StockShares, of whichwhich 33,465,711 shares were outstanding on May 2, as of January 31, 2004, 2,719,301,543 shares are outstanding2001, and 1,000,000,000 shares of Preferred Stock, par value $.01 per share13,056,800 Company Class B Common Shares, of whichwhich 12,224,835 shares were outstanding on May 2, as of the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding2001. All of the outstanding Company Shares have been duly authorized and are validly issued, fully paid and nonassessable. The As of May 2, 2001, 4,095,017 options and 817,959 deferred stock awards were outstanding, all of which were granted pursuant to the Stock Plans (as defined below). Since May 2, 2001 and prior to the date hereof, the Company has not issued (i) any Company Shares other than pursuant to the exercise of any Company Options and Stock Awards or (ii) any Company Options or Stock Awards. As of the date of this Agreement, the Company has no Company Shares reserved for issuance or subject to issuance, except that, as of January 31May 2, 20042001, there were 230,079,174 shares issuable 12,224,835 Company Common Shares reserved for issuance upon conversion of the Company Class B Common Shares, and as of May 2, 2001, 2,126,904 Company Common Shares reserved for issuance pursuant to outstanding awards under the Company's Amended 1977 Restricted Stock Award Plan, as amended (the "1977 Restricted Stock Plan") and Restated Long 3,172,663 Company Common Shares reserved for issuance pursuant to the Company's 1996 Long-Term Incentive Plan and (the Company Adjustment Plan ("1996 LTIP" and, together with the 1977 Restricted Stock Plan, the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities equity interests of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying and nominee shares, owned by the Company or by a direct or indirect wholly-wholly owned Subsidiary subsidiary of the Company, free and clear of any Lien. As lien, pledge, security interest, claim or similar encumbrance and free of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect any other restriction (including any restriction on the date right to vote, sell or otherwise dispose of this Agreementsuch capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreementthere are no authorized, dated as issued or outstanding Company Shares or other shares of December 20, 2000, and amended as capital stock or other securities of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, arrangements or commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to Cingular prior vote (or convertible into or exercisable for securities having the right to vote) with the date of this Agreement true and complete copies stockholders of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendedCompany on any matter ("Company Voting Debt").

Capital Structure. (i) The authorized capital stock of the Company consists entirely of 10,000,000,000 (i) 50,500,000 shares of Company Common Stock, and (ii) 500,000 shares of whichpreferred stock, as no par value per share. At the close of January 31business on November 27, 20042009: (i) 27,704,950 shares of Company Common Stock were issued and outstanding (including 538,486 shares of Restricted Stock); (ii) 578,081 shares of Company Common Stock were held by the Company in its treasury; and (iii) 221,268 shares of Company Common Stock were subject to issued and outstanding options to purchase Company Common Stock granted under the Company First Amended and Restated 1996 Stock Option Plan, 2,719,301,543 662,513 shares are outstandingof Company Common Stock were subject to issued and outstanding options to purchase Company Common Stock granted under the Third Amended and Restated Company 2007 Equity Incentive Plan, and 1,000,000,000 80,000 shares of Preferred StockCompany Common Stock were subject to issued and outstanding options to purchase Company Common Stock granted under the First Amended and Restated 2008 Equity Incentive Plan for Non-Employee Directors of the Company (collectively, par value $.01 per sharethe “Company Stock Plans” and such stock options collectively, of whichthe “Company Stock Options”). The Company has made available to Parent a list, as of the date close of this Agreementbusiness on November 27, 207,537 shares 2009, of Series C Preferred the holders of outstanding Company Stock Options, restricted stock, and 25,428 shares other stock awards and the number, exercise prices, vesting schedules, performance targets, expiration dates and other forfeiture provisions of Series E Preferred Stock are outstandingeach grant to such holders. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is Company are, and all shares that may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and owned by the Company not subject to or by a direct or indirect wholly-owned Subsidiary issued in violation of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreementpreemptive rights. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreementotherwise provided in this Section 3.1(c), there are no preemptive not issued, reserved for issuance or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell (i) any shares of capital stock or other voting securities of the Company, (ii) any securities convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company or any of its Subsidiaries Company Subsidiary, or (iii) any warrants, calls, options or other rights to acquire from the Company or any Company Subsidiary any capital stock, voting securities or obligations securities convertible into or exchangeable into or exercisable for, for capital stock or giving any Person a right to subscribe for or acquire, any voting securities of the Company or any Company Subsidiary. Except as otherwise provided in this Section 3.1(c), there are no outstanding obligations of its Subsidiariesthe Company or any Company Subsidiary to (i) issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or any Company Subsidiary or (ii) repurchase, redeem or otherwise acquire any such securities. Neither the Company nor any Company Subsidiary is a party to any voting agreement with respect to the voting of any such securities. Except as otherwise provided in this Section 3.1(c) and for payments under Company Benefit Plans, there are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive from the Company or a Company Subsidiary any payment based on the revenues, earnings or financial performance of the Company or any Company Subsidiary or assets or calculated in accordance therewith. Except for the Credit Agreement dated October 27, 2006, as amended, among the Company, Bayshore Industrial L.P., ICO Polymers North America, Inc., Xxxxx Fargo Bank, National Association, KeyBank, National Association, and no securities or obligations evidencing such rights are authorizedthe other lending institutions named therein (the “Company Credit Agreement”), issued or outstanding. The Company has made available to Cingular prior to and except for the date of this Agreement true and complete copies other agreements set forth on Section 3.1(c) of the Rights AgreementCompany Disclosure Letter, no indebtedness for borrowed money of the DoCoMo Investor Agreement and Company or any Company Subsidiary contains any restrictions (other than customary notice provisions) upon (i) the DoCoMo Warrant Agreementprepayment of any indebtedness of the Company or any Company Subsidiary, each as amended(ii) the incurrence by the Company or any Company Subsidiary of any indebtedness for borrowed money, or (iii) the ability of the Company or any Company Subsidiary to grant any Lien on the properties or assets of the Company or any Company Subsidiary.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 20,000,000 shares of Company Common Stock, of which, which 12,625,693 shares were issued and outstanding as of January 31the close of business on November 1, 2004, 2,719,301,543 shares are outstanding2005, and 1,000,000,000 5,000,000 shares of Preferred Stockpreferred stock, no par value $.01 per share, of which, as of the date of this Agreement, 207,537 which 300,000 shares of have been designated Series C A Preferred Stock and 25,428 no shares of Series E Preferred Stock which are issued and outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessablenonassessable and were issued in compliance with all applicable Laws. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 Other than 1,415,728 shares of Company Common Stock reserved for issuance pursuant to under the DoCoMo Warrant Agreement Company’s 1993 Employee Stock Purchase Plan, 1988 Stock Option Plan and 50,000,000 1998 Stock Incentive Plan (the “Company Stock Plans”), and 650,000 shares of Series A Preferred Company Common Stock reserved for issuance pursuant upon exercise of options granted to the Amended and Restated Rights Agreementexecutives upon commencement of their employment, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy has no shares of the Rights Agreement as in effect as of the date of this Agreement has been made available to CingularCompany Common Stock reserved for issuance. Section 5.1(b5.1(b)(i) of the Company Disclosure Letter contains a true correct and complete list as of January 31options and restricted stock, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which under the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwisePlans, including those issued under the Stock Plans (eachholder, a "Company Option")date of grant, the exercise price of all Company Options and term, number of shares of Common Stock issuable at such and exercise price and (II) the number of outstanding rightsvesting schedule, including those issued under whether the Stock Plans, to receive, or right vesting will be accelerated by the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date execution of this Agreement, neither Agreement or consummation of the Company nor any Merger or by termination of its Subsidiaries have granted employment or issued any Company Options or Common Stock Units. All grants change of Common Stock Units and restricted shares were made under position following consummation of the Stock PlansMerger. Each of the outstanding shares of capital stock or other securities of each of the Company's ’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and nonassessable, were issued in compliance with all applicable Laws and, except for director qualifying shares in jurisdictions in which such shares are required, owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement”). Except as set forth above and except for the rights (the “Rights”) that have been issued pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20February 18, 2000, and amended as of December 26, 20022003, between Former Parent, the Company and DoCoMo Registrar and Transfer Company (the "DoCoMo Investor “Rights Agreement") and the DoCoMo Warrant Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its SubsidiariesCompany, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Company Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens. The Company has made available does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to Cingular prior vote (or convertible into or exercisable for securities having the right to vote) with the date of this Agreement true and complete copies shareholders of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendedCompany on any matter.

Capital Structure. (ia) The As of the date of this Agreement, the authorized capital stock of the Company consists of 10,000,000,000 160,000,000 shares of Common Stock, of which, which 57,899,318 shares are issued and outstanding as of January 31July 20, 2004, 2,719,301,543 shares are outstanding2009, and 1,000,000,000 3,000,000 shares of Preferred Stockpreferred stock, no par value $.01 per share, of which, which no shares are issued and outstanding as of the date July 20, 2009. As of this AgreementJuly 20, 207,537 2009, there are 2,564,396 shares of Series C Preferred Common Stock and 25,428 subject to outstanding options to acquire Common Stock, 4,456,987 shares of Series E Preferred Common Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable deliverable pursuant to outstanding awards under restricted stock units, 6,965,858 shares of Common Stock issuable upon the Company's Amended and Restated Long Term Incentive Plan and exercise of the Company Adjustment Plan (the "Stock Plans")Series B Yucaipa Warrants, 41,748,273 6,965,858 shares of Common Stock reserved for issuance pursuant to upon the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy exercise of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31Series B Yucaipa Warrants, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of 686,277 shares of Common Stock issuable at such upon the exercise price and (II) of the number of outstanding rightsChaseMellon Warrants, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of 686,277 shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31reserved for issuance upon the exercise of the ChaseMellon Warrants, 2004 to the date hereof the Company has not issued any 11,278,999 shares of Common Stock except pursuant to issuable upon the exercise conversion of Company Options and the settlement Convertible Notes, 11,278,999 shares of Common Stock Units outstanding on January 31, 2004 in accordance with their termsreserved for issuance upon the conversion of the Convertible Notes and no stock equivalent units linked to Common Stock. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants Each share of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable nonassessable. The Shares, and owned by the Company or by a direct or indirect wholly-owned Subsidiary Common Stock issuable upon conversion of the CompanyInvestor Shares (the “Underlying Securities”), free have been duly authorized and clear reserved, and the Shares will, and upon conversion of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only Shares in accordance with the certificate Convertible Preferred Articles Supplementary, the Underlying Securities, will (i) be validly issued, fully paid and nonassessable, (ii) not have been issued in violation of incorporation any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Maryland General Corporation Law, the Charter or By-Laws of the Company in effect on the date of this Agreement. Except as set forth above and pursuant or any Contract to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate which the Company or any of its Subsidiaries material subsidiaries is a party or by which any of its or their respective assets are bound and (iii) be free and clear of all Encumbrances. Other than the Convertible Notes, the Company has no Voting Debt. Except as set forth above, in Section 2.03(a) of the Company Disclosure Letter or as expressly contemplated by this Agreement there are no (A) outstanding obligations, options, warrants, convertible securities, exchangeable securities, securities or rights that are linked to the value of the Common Stock or other rights, agreements or commitments relating to the capital stock of the Company or obligating the Company to issue or sell or otherwise transfer shares of capital stock of the Company or any securities convertible into or exchangeable for any shares of capital stock or other securities of the Company or any Voting Debt of its Subsidiaries or any securities or the Company, (B) outstanding obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company to repurchase, redeem or otherwise acquire shares of capital stock of the Company, (C) voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of shares of capital stock of the Company (but only to the Company’s knowledge with respect to any such agreements to which the Company is not a party) or (D) rights of first refusal, preemptive rights, subscription rights or any similar rights under any provision of the Maryland General Corporation Law, the Charter or By-Laws or any Contract to which the Company is a party or by which any of its Subsidiariesassets are bound. No provision of the Charter or the By-Laws would, and no securities directly or obligations evidencing such indirectly, restrict or impair the ability of the Investors to vote, or otherwise exercise the rights are authorizedof a stockholder with respect to, issued the Shares (or outstandingany Underlying Securities) or any other shares of Common Stock of the Company that may be acquired or controlled by the Investors, except as expressly set forth in the Convertible Preferred Articles Supplementary. The Company has made available does not have an outstanding “poison pill” or any similar arrangement in effect giving any person the right to Cingular prior to purchase any equity interest in the date Company upon the occurrence of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendedcertain events.

Capital Structure. (ia) The As of the date of this Agreement, the authorized capital stock of the Company consists of 10,000,000,000 160,000,000 shares of Common Stock, of which, which 57,899,318 shares are issued and outstanding as of January 31July 20, 2004, 2,719,301,543 shares are outstanding2009, and 1,000,000,000 3,000,000 shares of Preferred Stockpreferred stock, no par value $.01 per share, of which, which no shares are issued and outstanding as of the date July 20, 2009. As of this AgreementJuly 20, 207,537 2009, there are 2,564,396 shares of Series C Preferred Common Stock and 25,428 subject to outstanding options to acquire Common Stock, 4,456,987 shares of Series E Preferred Common Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable deliverable pursuant to outstanding awards under restricted stock units, 6,965,858 shares of Common Stock issuable upon the Company's Amended and Restated Long Term Incentive Plan and exercise of the Company Adjustment Plan (the "Stock Plans")Series B Yucaipa Warrants, 41,748,273 6,965,858 shares of Common Stock reserved for issuance pursuant to upon the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy exercise of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31Series B Yucaipa Warrants, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of 686,277 shares of Common Stock issuable at such upon the exercise price and (II) of the number of outstanding rightsChaseMellon Warrants, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of 686,277 shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31reserved for issuance upon the exercise of the ChaseMellon Warrants, 2004 to the date hereof the Company has not issued any 11,278,999 shares of Common Stock except pursuant to issuable upon the exercise conversion of Company Options and the settlement Convertible Notes, 11,278,999 shares of Common Stock Units outstanding on January 31, 2004 in accordance with their termsreserved for issuance upon the conversion of the Convertible Notes and no stock equivalent units linked to Common Stock. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants Each share of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable nonassessable. The Shares, and owned by the Company or by a direct or indirect wholly-owned Subsidiary Common Stock issuable upon conversion of the CompanyInvestor Shares (the “Underlying Securities”), free have been duly authorized and clear reserved, and the Shares will, and upon conversion of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only Shares in accordance with the certificate Convertible Preferred Articles Supplementary, the Underlying Securities, will (i) be validly issued, fully paid and nonassessable, (ii) not have been issued in violation of incorporation any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Maryland General Corporation Law, the Charter or By-Laws of the Company in effect on the date of this Agreement. Except as set forth above and pursuant or any Contract to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate which the Company or any of its Subsidiaries material subsidiaries is a party or by which any of its or their respective assets are bound and (iii) be free and clear of all Encumbrances. Other than the Convertible Notes, the Company has no Voting Debt. Except as set forth above, in Section 2.03(a) of the Company Disclosure Letter or as expressly contemplated by this Agreement there are no (A) outstanding obligations, options, warrants, convertible securities, exchangeable securities, securities or rights that are linked to the value of the Common Stock or other rights, agreements or commitments relating to the capital stock of the Company or obligating the Company to issue or sell or otherwise transfer shares of capital stock of the Company or any securities convertible into or exchangeable for any shares of capital stock or other securities of the Company or any Voting Debt of its Subsidiaries or any securities or the Company, (B) outstanding obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company to repurchase, redeem or otherwise acquire shares of capital stock of the Company, (C) voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of shares of capital stock of the Company (but only to the Company’s knowledge with respect to any such agreements to which the Company is not a party) or (D) rights of first refusal, preemptive rights, subscription rights or any similar rights under any provision of the Maryland General Corporation Law, the Charter or By-Laws or any Contract to which the Company is a party or by which any of its Subsidiariesassets are bound. No provision of the Charter or the By-Laws would, and no securities directly or obligations evidencing such indirectly, restrict or impair the ability of the Investors or Tengelmann to vote, or otherwise exercise the rights are authorizedof a stockholder with respect to, issued the Shares (or outstandingany Underlying Securities) or any other shares of Common Stock of the Company that may be acquired or controlled by the Investors or Tengelmann, except as expressly set forth in the Convertible Preferred Articles Supplementary. The Company has made available does not have an outstanding “poison pill” or any similar arrangement in effect giving any person the right to Cingular prior to purchase any equity interest in the date Company upon the occurrence of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendedcertain events.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 80,000,000 shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 1,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.01 (the “Company Preferred Stock”). As of the close of business on December 31, 2005, there were outstanding (i) 40,244,326 shares of Company Common Stock (including 279,575 shares subject to restrictions under the Company Stock Option Plans), (ii) no shares of Company Preferred Stock, (iii) Company Options to purchase an aggregate of 4,897,492 shares of Company Common Stock at a weighted average exercise price of $9.41 per share, (iv) the Finestar Warrant to purchase an aggregate of which, as of the date of this Agreement, 207,537 1,550,000 shares of Series C Preferred Company Common Stock at an exercise price of $10.73 per share and 25,428 (v) $90 million principal amount of Convertible Notes then convertible into an aggregate of 11,160,714 shares of Series E Preferred Stock are outstandingCompany Common Stock. All of the issued and outstanding Shares shares of Company Common Stock have been duly authorized and are validly issued, fully paid and nonassessable and all of the shares of Company Common Stock that may be issued pursuant to the Company Stock Option Plans, the Convertible Notes and the Finestar Warrant have been duly authorized and will be, when issued in accordance with the respective terms thereof, validly issued, fully paid and nonassessable. Except as set forth on Schedule 4.1(b) of the Company Disclosure Schedules, all of the issued and outstanding shares of capital stock of each of the Company’s Subsidiaries have been duly authorized and are validly issued, fully paid and nonassessable, and all such shares are owned by the Company or a Subsidiary of the Company free and clear of any Lien (excluding any securities Law general restrictions on transfer). The Except as set forth in the second sentence of this Section 4.1(b) and for changes since December 31, 2005 resulting from any exercise of Company has no Shares reserved for issuance, except that, Options outstanding as of January December 31, 20042005, conversion of the Convertible Notes or exercise of the Finestar Warrant, there were 230,079,174 are no outstanding shares issuable of capital stock or voting securities of the Company. Except as set forth on Schedule 4.1(b) of the Company Disclosure Schedules and other than pursuant to outstanding awards under (i) the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated ’s Rights Agreement, dated as of September 1November 21, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent1989, as amended as described in this Agreement of October 22, 2004 (the "“Rights Agreement"”). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b; (ii) of the Company Disclosure Letter contains a true and complete list Options outstanding as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, 2005; and (iii) the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement Convertible Notes and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant AgreementFinestar Warrant, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, arrangements or commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or to sell any shares of capital stock or other securities of the Company or any of its Subsidiaries that have been issued or granted by the Company or such Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Schedule 4.1(b) of the Company has made available to Cingular prior to the date of this Agreement Disclosure Schedules sets forth a true and complete copies correct list, as of December 31, 2005, of the Rights AgreementCompany Options, together with the numbers of shares covered thereby, dates of grant thereof and the exercise prices therefor. Except for the Convertible Notes, the DoCoMo Investor Agreement and Company does not have any outstanding bonds, debentures, notes or other debt obligations the DoCoMo Warrant Agreement, each as amendedholders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter (“Voting Debt”). No Subsidiary of the Company owns any Company Common Stock.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 240,000,000 shares of common stock, par value $0.001 per share, of which 225,000,000 shares are designated common stock, and 15,000,000 shares are designated Class B common stock, and 10,000,000 shares of preferred stock, par value $0.001 per share (“Preferred Stock”), of which 1,500,000 shares are designated Series A Convertible Preferred Stock (“Series A Convertible Preferred Stock”). As of the close of business on February 15, 2013, (i) there were issued and outstanding 69,467,923 shares of Common Stock, (ii) there were no shares of which, as of January 31, 2004, 2,719,301,543 shares are Class B Common Stock issued and outstanding, and 1,000,000,000 shares of Preferred Stock, par value $.01 per share, of which, as of the date of this Agreement, 207,537 (iii) there were 700,000 shares of Series C A Convertible Preferred Stock issued and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, (iv) there were 230,079,174 shares issuable Options, issued pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 to purchase an aggregate of 10,883,156 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated 2,212,904 Restricted Shares as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described set forth in this Agreement (the "Rights Agreement"). A true and complete copy Section 3.2 of the Rights Agreement as in effect as Disclosure Schedule. Section 3.2 of the date of this Agreement has been made available to Cingular. Section 5.1(bDisclosure Schedule sets forth (i) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (IA) the number name of outstanding options to purchase shares of Common Stock which the Company is obligated to honoreach Option holder, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (IIB) the number of outstanding rightsdate each Option was granted, including those issued under (C) the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto to each such Option, whether the Option is subject to any performance based vesting conditions or time based vesting conditions (including without limitation restricted stock units) (each a "Common Stock Unit"summary description thereof). From January 31, 2004 to and the date hereof the Company has not issued any number of shares of Common Stock except pursuant subject to each such Option which (x) will be vested at or prior to the exercise Effective Time, (y) will not be vested at or prior to the Effective Time but which will not be canceled in accordance with Section 2.6(a)(i), and (z) will be canceled in accordance with Section 2.6(a)(i), and (D) the price at which each such Option may be exercised, and (ii) (A) the name of Company Options each holder of Restricted Shares, the number of Restricted Shares held by each such holder, whether such Restricted Shares are subject to any performance based vesting conditions or time based vesting conditions (including a summary description thereof), and the settlement number of Restricted Shares which (x) will be vested at or prior to the Effective Time, (y) will not be vested at or prior to the Effective Time but which will not be canceled in accordance with Section 2.6(b)(i), and (z) will be canceled in accordance with Section 2.6(b)(i), and (B) the date such Restricted Shares were granted. All of the outstanding shares of Common Stock Units outstanding on January 31and Preferred Stock, 2004 as applicable, are duly authorized and are validly issued and outstanding, fully paid and non-assessable and are not subject to or issued in accordance with their termsviolation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company’s certificate of incorporation or by-laws or any Contract to which the Company is or was a party or otherwise bound. From January 31, 2004 through the date of this Agreement, neither Neither the Company nor any of its Subsidiaries have granted or issued has outstanding any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities having the right to vote) with the stockholders of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned any such Subsidiary of the Company, free and clear of on any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreementmatter. Except as otherwise set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parentin this Section 3.2, the Company and DoCoMo has no outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no either preemptive or other outstanding and including any “phantom stock rights, options, warrants, conversion rights”, stock appreciation rights, redemption rightsstock-based performance units, repurchase rightscommitments, agreementscontracts, arrangementsarrangements or undertakings of any kind) to subscribe for or to purchase or the value of which is based on, or any outstanding options or warrants for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or rights claims of any kind that obligate the Company character relating to, any equity securities or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible into or exchangeable into or exercisable for, or giving for any Person a right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available is not subject to Cingular prior any obligation (contingent or otherwise) to repurchase, redeem or otherwise acquire or retire any shares of its equity securities or any convertible securities, rights or options of the date type described in the preceding sentence (except for the withholding of shares of Common Stock in connection with Taxes payable in respect of the exercise of Options or the conversion or vesting of Restricted Shares). Since February 15, 2013, except as expressly permitted by this Agreement true and complete copies of or as required by the Rights AgreementESPP, the DoCoMo Investor Agreement and Company has not issued any shares of capital stock except in connection with the DoCoMo Warrant Agreement, each as amendedconversion or exercise of securities referred to above.

Capital Structure. (i) The authorized capital stock of CPI consists and, at all times prior to the Company consists of 10,000,000,000 shares of Common StockRecapitalization, will consist, of which97,000 CPI First Preferred Shares, as of January 31which 92,343.4 shares were outstanding on May 2, 20042001, 2,719,301,543 1,000,000 CPI Second Preferred Shares, of which 544,076.75 shares are outstandingwere outstanding on May 2, 2001, 5,000,000 CPI Third Preferred Shares, of which 3,806,043 shares were outstanding on May 2, 2001, 1,500 CPI Class A Common Shares, of which 0 shares were outstanding on May 2, 2001, 13,500 CPI Class B Common Shares, of which 11,172 shares were outstanding on May 2, 2001, and 1,000,000,000 shares of Preferred Stock, par value $.01 per share1,500 CPI Class C Common Shares, of whichwhich 1,306 shares were outstanding on May 2, as 2001. As of and following the date Recapitalization, the authorized capital stock of this AgreementCPI will consist of 23,508,000 Recapped Shares, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstandingwhich 23,508,000 will be outstanding immediately prior to the CPI Merger Effective Time. All of the outstanding Shares shares of capital stock of CPI have been duly authorized and are (and following consummation of the Recapitalization will be) validly issued, fully paid and nonassessable. The Company As of the date of this Agreement, CPI has no Shares shares of capital stock reserved for issuance or subject to issuance, except that, as of January 31May 2, 20042001, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of 1,306 CPI Class A Common Stock Shares reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares upon conversion of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement")CPI Class C Common Shares. A true and complete copy As of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31Closing, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding there will be no shares of capital stock reserved for issuance or other securities of each of subject to issuance. Except with respect to the Company's Subsidiaries is duly authorized, validly issued, fully paid Recapitalization and nonassessable and owned by the Company as set forth above or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant AgreementCPI, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, arrangements or commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries CPI or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its SubsidiariesCPI, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available CPI does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to Cingular prior vote (or convertible into or exercisable for securities having the right to vote) with the date stockholders of this Agreement true and complete copies CPI on any matter ("CPI Voting Debt"). Except as set forth in Section 5.1(b) of the Rights AgreementCPI Disclosure Letter, the DoCoMo Investor Agreement and the DoCoMo Warrant AgreementCPI does not own, each as amendeddirectly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 200,000,000 shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 shares of Preferred Stock, par value $.01 0.10 per share, and 5,000,000 shares of whichpreferred stock, par value $0.01 per share (the “Company Preferred Stock”). At the close of business on March 20, 2007, (i) 41,554,469 shares of Company Common Stock were issued and outstanding (which number includes 0 shares of Company Common Stock held by the Company in its treasury), (ii) 6,765,345 shares of Company Common Stock were reserved and available for issuance pursuant to the Company’s 1990 Employee Stock Option Plan, 1997 Incentive Stock Option Plan, 2000 Long-Term Performance and Incentive Plan and the ESPP (the foregoing plans, collectively, the “Company Stock Plans”), of which 3,130,791 shares of Company Common Stock were subject to outstanding options to acquire shares of Company Common Stock from the Company (such options, together with any similar options granted after March 20, 2007, but excluding options outstanding under the ESPP, the “Company Stock Options”), 122,857 shares of Company Common Stock were issued or awarded in the form of restricted Company Common Stock (the “Company Restricted Stock”) and 436,207 shares of Company Common Stock were subject to issuance upon the vesting of outstanding Company Equity Awards and (iii) no shares of Company Preferred Stock were issued or outstanding or held by the Company in its treasury. Except as set forth above, at the close of business on March 20, 2007, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. From March 20, 2007, until the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares (A) there have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and issuances by the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other voting securities of each of the Company's Subsidiaries , other than issuances of shares of Company Common Stock (1) pursuant to the exercise of the Company Stock Options outstanding as of March 20, 2007, (2) pursuant to the ESPP or (3) as set forth in Section 3.01(c) of the Company Disclosure Letter, and (B) there have been no issuances by the Company of options, warrants, other rights to acquire shares of capital stock of the Company or other rights pursuant to which any Person is or may be entitled to receive any voting interest with respect to matters on which holders of Company Common Stock may vote or any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its assets. All outstanding shares of Company Common Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and owned by not subject to preemptive rights. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common Stock may vote (“Voting Company Debt”). Except for any obligations pursuant to this Agreement, any Company Stock Plan or as otherwise set forth above, as of March 20, 2007, there are no options, warrants, rights, convertible or exchangeable securities, stock-based performance units, Contracts or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by a direct which any of them is bound (I) obligating the Company or indirect wholly-owned any such Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold to any person other than the Company or its Subsidiaries, additional shares of capital stock or other equity or voting interests in, or any security convertible or exchangeable for any capital stock of or other equity or voting interest in, the Company or of any of its Subsidiaries or any Voting Company Debt, (II) obligating the Company or any such Subsidiary to issue, grant or enter into any option, warrant, right, security, unit, Contract or undertaking of the Companytype set forth in the immediately preceding clause or (III) that give any person the right pursuant to which such person is or may be entitled to receive any voting interest with respect to matters on which holders of Company Common Stock may vote or any payment or other value based on the revenues, free and clear earnings or financial performance, stock price performance or other attribute of the Company or any Lienof its assets. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights contractual obligations of any kind that obligate the Company or any of its Subsidiaries to issue repurchase, redeem or sell otherwise acquire any shares of capital stock or of the Company, other securities than pursuant to the Company Stock Plans. Section 3.01(c) of the Company or any Disclosure Letter sets forth a true and complete list of all Indebtedness for borrowed money of the Company and its Subsidiaries or (other than any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right such Indebtedness owed to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to ) outstanding on the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended.

Capital Structure. (ia) The authorized capital stock of the Company consists of 10,000,000,000 (i) Sixty Million (60,000,000) shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Company Shares and 1,000,000,000 (ii) Twenty Million (20,000,000) shares of Preferred Stock, par value $.01 0.001 per shareshare (“Company Preferred Stock”). As of May 23, 2008, there are 40,120,231 shares of whichCompany Shares issued and outstanding and no shares of Company Preferred Stock issued and outstanding other than any Company Shares issued after the date hereof pursuant to Company Options outstanding on the date of this Agreement. References in this Agreement to Company Shares shall include, unless the context requires otherwise, the associated preferred share purchase rights (“Company Rights”) issued pursuant to the Rights Agreement dated as of January 25, 2006 by and between the Company and U.S. Stock Transfer Corporation, as Rights Agent, as amended prior to the Effective Time (the “Company Rights Agreement”). As of May 28, 2008, there are Company Options to acquire 11,579,961 shares of Company Shares outstanding. As of May 28, 2008, there are Company Warrants to acquire 3,020,000 shares of Company Shares outstanding. Section 4.2(a) of the Company Schedule of Exceptions sets forth, as of the date of this Agreement, 207,537 a complete and accurate list of the Company Options, the number of shares of Series C Preferred Stock issuable thereunder and 25,428 shares of Series E Preferred Stock are outstandingexercise price relating thereto. All of the issued and outstanding shares of Company Shares have been duly authorized and validly issued and are validly issuedfully paid, fully paid nonassessable and nonassessablefree of preemptive rights. The Company has no Shares reserved for issuance, except that, as As of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither except as provided by this Agreement and except for the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant AgreementOptions, there are no preemptive or other outstanding rightssubscriptions, options, warrants, conversion rightscalls, stock appreciation rightsrights or other commitments, redemption rights, repurchase rights, agreements, arrangements, calls, commitments rights or rights agreements of any kind that obligate character relating to dividend rights or the purchase, sale, issuance or voting of any security of the Company to which the Company or any Subsidiary of its Subsidiaries the Company is a party, including any securities convertible into, exchangeable for or representing the right to issue purchase or sell otherwise receive, any shares of capital stock Company Shares. There are no bonds, debentures, notes or other securities indebtedness of the Company or any of its the Company Subsidiaries having the right to vote on any matters in which stockholders of the Company may vote. There are no voting trusts or other agreements or understandings to which the Company or any securities of the Company Subsidiaries is a party with respect to the voting of the shares or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities other equity interests of the Company or any of its the Company Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended.

Capital Structure. (ia) The As of the date of this Agreement, the authorized capital stock of the Company consists of 10,000,000,000 (i) 200,000,000 shares of Company Common Stock (ii) 5,000,000 shares of Company Non-Voting Common Stock and (iii) 5,000,000 shares of Company Preferred Stock. As of the close of business on June 4, 2010, (i) 57,582,589 shares of Company Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights; (ii) no shares of Company Common Stock were held in the treasury of the Company or by Subsidiaries of the Company; (iii) 5,000,739 shares of Company Common Stock were reserved for issuance pursuant to outstanding Company Stock Options; (iv) 683,847 shares of Company Common Stock were reserved for issuance pursuant to outstanding Stock Units; (v) a maximum of 13,657 shares of Company Common Stock are subject to outstanding rights to purchase shares of Company Common Stock under the Company Stock Purchase Plan based on participant contributions estimated through June 30, 2010 and the per share closing price of the Company Common Stock on Nasdaq on June 4, 2010; (vi) no shares of Company Non-Voting Common Stock or Company Preferred Stock were issued and outstanding; (vii) no shares of Company Non-Voting Common Stock or Company Preferred Stock were reserved and available for issuance pursuant to any Company Stock Plans or the Company Stock Purchase Plan; (viii) there are no outstanding warrants to purchase shares of Company Common Stock, ; and (ix) 424,426 Unvested Company Shares are issued and outstanding. Set forth in Section 3.2 of which, as the Company Disclosure Letter is a schedule of January 31, 2004, 2,719,301,543 shares all awards granted under the Company Stock Plans that are outstanding, and 1,000,000,000 shares of Preferred Stock, par value $.01 per share, of which, outstanding as of the date of this Agreement, 207,537 shares including the type of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option")award, the exercise price of all Company Options and holder, the grant date, the number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Company Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31to such award, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options Plan under which such award was granted and the settlement of Common Stock Units outstanding on January 31applicable vesting conditions. Between June 4, 2004 in accordance with their terms. From January 31, 2004 through 2010 and the date of this Agreement, neither except as set forth above in this Section 3.2(a) and except for the issuance of shares of Company Common Stock pursuant to the Company nor any of its Subsidiaries have granted or issued any Stock Plans and the Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding Purchase Plan, no shares of capital stock or other voting securities of each the Company were issued, reserved for issuance or outstanding. Except for awards granted under the Company Stock Plans and the Company Stock Purchase Plan, there are no outstanding options to purchase or rights to otherwise acquire shares of Company Common Stock. Each share of Company Common Stock which may be issued pursuant to the Company's Subsidiaries is Company Stock Plans and the Company Stock Purchase Plan has been duly authorizedauthorized and, if and when issued pursuant to the terms thereof, will be validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary free of the Company, free and clear of any Lienpreemptive rights. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except , except for (x) this Agreement and (y) as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreementin this Section 3.2(a), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangementssubscriptions, calls, commitments rights, puts, convertible securities or rights other similar Contracts to which the Company or any of its Subsidiaries is a party or by which any kind that obligate of them is bound obligating the Company or any of its Subsidiaries to issue (A) issue, transfer, deliver, sell, redeem or sell otherwise acquire, or cause to be issued, transferred, delivered, sold, redeemed or otherwise acquired, any additional shares of capital stock (or other securities of the Company or any of its Subsidiaries or any voting securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities equity equivalents) of the Company or any of its Subsidiaries, and no securities (B) grant, extend or obligations evidencing enter into any such rights are authorizedoption, issued warrant, subscription, call, right, put, convertible security or outstandingother similar Contract or (C) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary. The Company has made available does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to Cingular prior vote (or convertible into or exercisable for securities having the right to vote) with the date of this Agreement true and complete copies stockholders of the Rights AgreementCompany on any matter. Except for the Company Voting Undertakings, there are no Contracts to which the DoCoMo Investor Agreement and Company, its Subsidiaries or any of their respective officers or directors is a party concerning the DoCoMo Warrant Agreement, each as amendedvoting of any capital stock of the Company or any of its Subsidiaries.

Capital Structure. (ia) The As of the date of this Agreement, the authorized capital stock of the Company Parent consists of 10,000,000,000 1,255,000,000 shares of Common Stock, common stock of which, as Parent (consisting of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 shares of Preferred Parent Common Stock and 225,000,000 shares of Applera Corporation--Applied Biosystems Group Common Stock, par value $.01 per share, of which, as of the date of this Agreement, 207,537 share ("AB Stock")) and 10,000,000 shares of Series C Preferred Stock and 25,428 shares preferred stock of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan Parent (the "Stock PlansParent Preferred Stock"). As of the close of business on June 11, 41,748,273 2001, there were: (i) 61,561,502.74 shares of Parent Common Stock issued and outstanding; (ii) 13,717 shares of Parent Common Stock held in the treasury of Parent; (iii) 14,127,347.26 shares of Parent Common Stock reserved for issuance pursuant to Parent's stock option plans, Parent's employee stock purchase plans and Parent's Director Stock Purchase and Deferred Compensation Plan (collectively, the DoCoMo Warrant Agreement and 50,000,000 "Parent Stock Plans"); (iv) 13,018,883 shares of Series A Preferred Parent Common Stock issuable upon exercise of awarded but unexercised stock options; (v) 56,350 shares of Parent Common Stock issuable upon exercise of currently outstanding warrants to purchase Parent Common Stock; (vi) 1,432,200 shares of Parent Common Stock issuable upon exercise of an option held by a third party; (vii) 211,265,745.85 shares of AB Stock issued and outstanding; (viii) 5,105 shares of AB Stock held in the treasury of Parent; (ix) 31,613,807.05 shares of AB Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as Parent Stock Plans; (x) 27,811,815 shares of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement AB Stock issuable upon exercise of awarded but unexercised stock options; (the "Rights Agreement"). A true and complete copy xi) 214,794 shares of the Rights Agreement as in effect as AB Stock issuable upon exercise of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of currently outstanding options warrants to purchase AB Stock; and (xii) no shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Parent Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreementoutstanding. Except as set forth above and except for shares of participating junior preferred stock issuable pursuant to the Shareholders' Protection Rights Agreement and the Amended and Restated Investor AgreementPlan, dated as of December 20April 28, 20001999 between Parent and BankBoston, and amended N.A., as of December 26the close of business on June 11, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement2001, there are were no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forParent issued, or giving any Person a right to subscribe reserved for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued issuance or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended.

Capital Structure. (ia) The As of the date hereof, the authorized capital stock of the Company consists of 10,000,000,000 90,100,000 shares of capital stock of which 90,000,000 are shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares and 100,000 are outstanding, and 1,000,000,000 shares of Preferred Stockpreferred stock, par value $.01 1 per share, of whichthe Company ("Company Preferred Stock"). At the close of business on March 15, as of the date of this Agreement2001, 207,537 (i) 50,413,400 shares of Series C Preferred Company Common Stock (including associated Rights) were issued and 25,428 shares outstanding, all of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are which were validly issued, fully paid and nonassessable. The nonassessable and free of preemptive rights, (ii) 1,092 shares of Company has no Shares reserved for issuance, except that, as Common Stock were held in the treasury or by Subsidiaries of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan ; (the "Stock Plans"), 41,748,273 iii) 8,013,681 shares of Company Common Stock were reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Company Common Stock which ("Company Stock Options") issued and outstanding pursuant to (A) the Company's Stock Option Plan, (B) the Company's Outside Director Stock Option Plan and (C) the Bozell, Jacobs, Xxxxxx & Xxxxxxxx, Inc. Stock Option Plan (collectively, the "Company Stock Option Plans") (with a weighted average exercise price between $28 and $29); (iv) an additional 868,912 shares of Company Common Stock were authorized (excluding shares subject to stockholder approval) for awards, but not yet issued; and (v) no shares of Company Preferred Stock were issued or outstanding. Set forth in Section 3.2 of the letter dated the date hereof and delivered on the date hereof by the Company to Parent, which letter relates to this Agreement and is obligated to honor, whether through designated the issuance of shares of Common Stock or otherwise, including those issued under Company Letter (the Stock Plans (each, a "Company OptionLetter"), the exercise price is a list of all Company Options and number each benefit plan of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued or its Subsidiaries under which any shares securities of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted are issuable or issued any Company Options or Common Stock Unitsreserved for issuance. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary free of the Company, free and clear of any Lienpreemptive rights. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except , except for shares reserved or issuable in connection with the Rights Agreement, except as set forth above above, except for the issuance of shares of Company Common Stock upon the exercise of Company Stock Options and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated except as set forth in Section 3.2 of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company Letter, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. As of the date hereof, except (i) as set forth above, (ii) for options, warrants, calls, rights, puts and DoCoMo agreements that relate to securities of Subsidiaries other than Significant Subsidiaries with exercise or purchase prices that, in the aggregate, do not exceed $25 million and that are not referenced in Section 3.2 of the Company Letter and (iii) as set forth in Section 3.2 of the "DoCoMo Investor Agreement") and the DoCoMo Warrant AgreementCompany Letter, there are no preemptive or other outstanding rights, options, warrants, conversion calls, rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments puts or rights agreements to which the Company or any of its Subsidiaries is a party or by which any kind that obligate of them is bound obligating the Company or any of its Subsidiaries to issue issue, deliver, sell or sell redeem, or cause to be issued, delivered, sold or redeemed, any additional shares of capital stock (or other voting securities or equity equivalents) or convertible or exchangeable securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of obligating the Company or any of its SubsidiariesSubsidiaries to grant, extend or enter into any such option, warrant, call, right, put or agreement. True, complete and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete correct copies of the Rights Agreement, the DoCoMo Investor Agreement Company Charter and the DoCoMo Warrant Agreement, each as amendedCompany Bylaws have been delivered to Parent.

Capital Structure. (ia) The authorized capital stock of the Company consists of 10,000,000,000 300,000,000 shares of Company Common Stock, of which, which 7,077,682 shares were outstanding as of January 31the close of business on February 14, 2004, 2,719,301,543 shares are outstanding2017, and 1,000,000,000 100,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.0001 per shareshare of the Company, none of which, which were outstanding as of the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares shares of Company Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares shares of Company Common Stock or other shares of its capital stock reserved for issuance, except that, as of January 31February 14, 20042017, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 1,128,158 shares of Company Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights AgentCompany’s 2006 Long-Term Incentive Plan, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwiserestated, including those issued under each subplan thereof (including the Stock Plans Company’s 2013 Performance Share Unit Program and the Company’s 2016 Retention and Incentive Plan) (each, a "Company Option")collectively, the exercise price of all Company Options and number of shares of Common “Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"Plan”). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's ’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-wholly owned Subsidiary of the Company, free and clear of any Lien. As pledge, lien, charge, option, hypothecation, mortgage, security interest, adverse right, prior assignment, license, sublicense or any other encumbrance of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreementany kind or nature whatsoever (an “Encumbrance”). Except as to the extent set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreementabove, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or to sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any shares of Company Common Stock in accordance with the terms of the Stock Plans, such shares of Company Common Stock will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Encumbrance. The Company has made available does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to Cingular prior vote (or convertible into or exercisable for securities having the right to vote) with the date of this Agreement true and complete copies shareholders of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendedCompany on any matter.

Capital Structure. (ia) The authorized capital stock As of November 13, 2007 (the Company consists of 10,000,000,000 “Capitalization Date”), (a) 25,674,121 shares of RMT Partner Common StockStock were issued and outstanding (including 297,968 RMT Partner Restricted Shares), of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 (b) 7,337,196 shares of Preferred StockRMT Partner Common Stock were held in treasury, par value $.01 per share, of which, as of the date of this Agreement, 207,537 (c) 2,858,457 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of RMT Partner Common Stock were reserved and available for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 RMT Partner Stock Plans, of which 1,550,957 shares of Series A Preferred RMT Partner Common Stock reserved for issuance were subject to outstanding RMT Partner Stock Options, and 1,307,500 shares were subject to outstanding RMT Partner SARs, and (d) no bonds, debentures, notes, or other Indebtedness of RMT Partner having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Splitco Common Stock may vote (“RMT Partner Voting Debt”) are outstanding. All outstanding shares of RMT Partner Common Stock outstanding as of the Capitalization Date are, and all additional shares of RMT Partner Common Stock that may be issued prior to the Splitco Merger Effective Time or pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between Splitco Merger in accordance with the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date terms of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31will be when issued, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company not subject to or by a direct issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or indirect wholly-owned Subsidiary any similar right under any provision of the Company, free and clear of any Lien. As of December 31, 2003DGCL, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate articles of incorporation or by-laws or any RMT Partner Material Contract. Except as set forth above, as of the Company in effect on Capitalization Date, there were no other shares of capital stock issued or outstanding. Except as set forth above, as of the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, not any options, warrants, conversion rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, redemption rightsstock-based performance units, repurchase rightscommitments, agreementsContracts, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate the Company to which RMT Partner is a party or by which any of its Subsidiaries them is bound (i) obligating RMT Partner to issue issue, deliver or sell any sell, or cause to be issued, delivered or sold, additional shares of capital stock or other securities of the Company equity interests in, or any of its Subsidiaries security convertible or any securities or obligations convertible exercisable for or exchangeable into any capital stock of or exercisable forother equity interest in, RMT Partner or giving any RMT Partner Voting Debt, (ii) obligating RMT Partner to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any Person a the right to subscribe for receive any economic benefit or acquire, any securities right similar to or derived from the economic benefits and rights accruing to holders of RMT Partner Common Stock or that are linked to the Company value of RMT Partner Common Stock or the value of RMT Partner or any of its Subsidiariespart thereof, and no securities granted under the RMT Partner Stock Plans or obligations evidencing such rights are authorized, issued or outstandingotherwise. The Company has made available to Cingular prior to From the Capitalization Date until the date of this Agreement true and complete copies Agreement, there have been no issuances by RMT Partner of shares of capital stock of, or other equity or voting interests in, RMT Partner, other than the issuance of shares of RMT Partner Common Stock pursuant to the exercise of RMT Partner Stock Options outstanding as of the Rights Agreement, Capitalization Date in accordance with their terms as in effect on the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendedCapitalization Date.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 200,000,000 common shares, no par value (the “Common Shares”), 200,000,000 Series A Preferred Shares, no par value (the “Series A Preferred Shares” and together with the Common Shares, the “Units”), 240,000 Series B Convertible Preferred Shares, no par value (the “Series B Convertible Shares”) and 15,000,000 other preferred shares (the “Other Preferred Shares”). On the date hereof, (i) 45,320,278 Common Shares, 45,320,278 Series A Preferred Shares, 240,000 Series B Convertible Shares and no Other Preferred Shares were issued and outstanding, (ii) 2,708,409 Units were available for issuance under the Stock Incentive Plans, and (iii) 235,047 Units were reserved for issuance upon exercise of outstanding stock options to purchase Units granted under the Stock Incentive Plans or otherwise (the “Company Options”). The 240,000 outstanding Series B Convertible Shares are convertible into a total of 2,907,415 Common Stock, Shares for a total of which48,227,693 Shares outstanding. Schedule 3.1(c) of the Company Disclosure Letter is a true and complete list, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 shares of Preferred Stock, par value $.01 per sharethe date hereof, of whichall outstanding options under the Stock Incentive Plans, as the number of Units subject to each such option, the exercise price, date of grant and the names and addresses of holders thereof. On the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"set forth above in this Section 3.1(c), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding no shares of capital stock or other voting securities of each the Company were issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company's Subsidiaries is Company are duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Liennot subject to preemptive rights. As of December 31, 2003, the aggregate Liquidation Preference Except (A) for the Series C A Preferred Stock Shares, the Series B Convertible Shares and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except Options, (B) as set forth above and pursuant in Schedule 3.1(c) to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000Company Disclosure Letter, and amended (C) as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreementotherwise permitted under Section 4.1, there are no preemptive or other outstanding rightssecurities, options, warrants, conversion rights, stock appreciation rights, redemption warrants, calls, rights, repurchase rightscommitments, agreements, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate to which the Company or any of its Subsidiaries Company Subsidiary is a party or by which such entity is bound, obligating the Company or any Company Subsidiary to issue issue, deliver or sell any sell, or cause to be issued, delivered or sold, additional shares of capital stock stock, voting securities or other securities ownership interests of the Company or any of its Subsidiaries Company Subsidiary or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of obligating the Company or any of its SubsidiariesCompany Subsidiary to issue, and no securities grant, extend or obligations evidencing enter into any such rights are authorizedsecurity, issued option, warrant, call, right, commitment, agreement, arrangement or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendedundertaking.

Capital Structure. (i) The As of the date hereof, the authorized capital stock of the Company consists of 10,000,000,000 30,000,000 shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 10,000,000 shares of Preferred Stockpreferred stock, par value $.01 per shareshare (the "Company Preferred Stock"). At the close of business on June 15, 1998, 8,620,203 shares of whichCompany Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable, and free of preemptive rights. As of the date hereof: (A) no shares of Company Common Stock are held in the treasury of the Company or PL; (B) 1,487,664 shares of Company Common Stock are reserved for future issuance pursuant to the Company Stock Option Plans; (C) 25,000 shares are reserved for issuance under the Company Warrant; (D) 727,518 shares are reserved for issuance under that certain Common Stock Investment Agreement dated as of January 21, 1998 between Promethean Investment Group L.L.C. (the "Investor") and the Company (the "Common Stock Investment Agreement"); (E) 70,516 shares are reserved for issuance under the Company Employee Stock Purchase Plan; and (F) 30,000 shares are reserved for issuance under the 401(k) Plan of the Company (the "Company 401(k) Plan"). The Company Stock Option Plans, the Company Warrant, the Common Stock Investment Agreement, the Company Employee Stock Purchase Plan and the Company 401(k) Plan are the only benefit plans or arrangements of the Company or PL under which any securities of the Company or PL are issuable. No shares of Company Preferred Stock are issued and outstanding. As of the date of this Agreement, 207,537 except as set forth above, no shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All capital stock or other voting securities of the outstanding Shares have been duly authorized and Company or PL are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares or outstanding. As of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither except for stock options covering not in excess of 1,220,097 shares of Company Common Stock issued under the Company nor any Stock Option Plans (collectively, the "Company Stock Options"), the Company Warrant and rights to purchase covering approximately 10,000 shares of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Company Employee Stock Plans. Each Purchase Plans and the Company's matching contribution obligations under the 401(k) Plan, there are no options, warrants, calls, rights or agreements to which the Company or PL is a party or by which either of them is bound obligating the outstanding Company or PL to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct PL or indirect wholly-owned Subsidiary obligating the Company or PL to grant, extend or enter into any such option, warrant, call, right or agreement. The Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. There are no obligations, contingent or otherwise, of the Company to (x) repurchase, redeem or otherwise acquire any shares of Company Common Stock or other capital stock of the Company, free and clear of any Lien. As of December 31, 2003, or the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities equity interests of PL; (y) (other than advances to PL in the Company ordinary course of business) provide material funds to, or make any material investment in (in the form of a loan, capital contribution or otherwise), or provide any guarantee with respect to the obligations of, PL or any other Person; or (z) make payment of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right Shortfall Compensation (as defined in the Common Stock Investment Agreement) to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstandingInvestor. The Company has made available to Cingular prior contributed 4,651 shares of Company Common Stock to the date of this Agreement true and complete copies Company 401(k) Plan in respect of the Rights Agreementplan year ended December 31, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended1997.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 45,000,000 shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 5,000,000 shares of Preferred Stockpreferred stock, par value $.01 .001 per shareshare ("Company Preferred Stock"). At the close of business on January 14, of which2003, as of the date of this Agreement, 207,537 (i) 22,595,758 shares of Series C Preferred Company Common Stock were issued and 25,428 outstanding, (ii) no shares of Series E Preferred Company Common Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and held by the Company Adjustment Plan in its treasury, (the "Stock Plans"), 41,748,273 iii) 5,633,499 shares of Company Common Stock were reserved for issuance pursuant to the DoCoMo Warrant Agreement Equity Compensation Plan of the Company, as amended, and 50,000,000 the 2000 Equity Compensation Plan of the Company, as amended (such plans, collectively, the "Company Stock Plans"), of which 3,884,538 shares of Series A Company Common Stock were subject to outstanding Company Stock Options, and 47,787 shares of Company Common Stock were subject to vesting and restrictions on transfer (collectively, "Company Restricted Stock"), (iv) no shares of Company Preferred Stock reserved for issuance were issued or outstanding or were held by the Company as treasury shares and (v) warrants to acquire 106,329 shares of Company Common Stock from the Company pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. warrant agreements set forth on Section 5.1(b3.01(c) of the Company Disclosure Letter contains Schedule and previously delivered in complete and correct form to Parent (the "Warrants") were issued and outstanding. Except as set forth above in this Section 3.01(c), at the close of business on January 14, 2003, no shares of capital stock or other voting securities or equity interests of the Company were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights, "phantom" stock rights, performance units, rights to receive shares of Company Common Stock on a true deferred basis or other rights (other than Company Stock Options and Warrants) that are linked to the value of Company Common Stock (collectively, "Company Stock-Based Awards"). Section 3.01(c) of the Company Disclosure Schedule sets forth a complete list and accurate list, as of January 3114, 2004 2003, of (I) the number of all outstanding options to purchase shares of Company Common Stock which (collectively, "Company Stock Options") under the Company is obligated to honor, whether through the issuance of shares of Common Stock Plans or otherwise, including those issued under the Stock Plans (each, a "Company Option")and all outstanding Warrants, the exercise price of all Company Options and number of shares of Company Common Stock issuable (or other stock) subject thereto, the grant dates, expiration dates, exercise or base prices (if applicable) and vesting schedules thereof and the names of the holders thereof. No shares of Company Common Stock are subject to repurchase by the Company at a fixed purchase price. All outstanding Company Stock Options are evidenced by stock option agreements, restricted stock purchase agreements or other award agreements, in each case in the forms set forth in Section 3.01(c) of the Company Disclosure Schedule, and no stock option agreement, restricted stock purchase agreement or other award agreement contains terms that are inconsistent with such forms. As of the close of business on January 14, 2003, there were outstanding Company Stock Options to purchase 1,162,531 shares of Company Common Stock with exercise prices on a per share basis lower than the Merger Consideration, and the weighted average exercise price and (II) of such Company Stock Options was equal to $2.67. As of the number close of business on January 14, 2003, there were outstanding rights, including those issued under the Stock Plans, Warrants to receive, or right the value of which is determined by reference to, purchase 101,829 shares of Common Stock, the date of grant and number of shares of Company Common Stock subject thereto (including without limitation restricted stock units) (each with exercise prices on a "Common per share basis lower than the Merger Consideration. Each Company Stock Unit"). From January 31Option may, 2004 to by its terms, be canceled in connection with the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 transactions contemplated hereby for a lump sum cash payment in accordance with and to the extent required by Section 5.04(a). All Warrants may, by their terms. From January 31, 2004 through be canceled in exchange for a lump sum cash payment in accordance with and to the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Unitsextent required by Section 5.04(b). All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is Company are, and all shares which may be issued pursuant to the Company Stock Options or the Warrants will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and owned by the Company not subject to preemptive rights. There are no bonds, debentures, notes or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation other indebtedness of the Company in effect having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the date of this AgreementCompany may vote. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreementin this Section 3.01(c), dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement"x) and the DoCoMo Warrant Agreement, there are no preemptive not issued, reserved for issuance or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell (A) any shares of capital stock or other voting securities or equity interests of the Company, (B) any securities of the Company convertible into or any exchangeable or exercisable for shares of its Subsidiaries capital stock or any other voting securities or obligations convertible equity interests of the Company or exchangeable into (C) any warrants, calls, options or exercisable for, or giving any Person a right other rights to subscribe for or acquire, any securities of acquire from the Company or any of its Subsidiaries, and no obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company and (y) there are not any outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or obligations evidencing to issue, deliver or sell, or cause to be issued, delivered or sold, any such rights are authorized, issued or outstandingsecurities. The Neither the Company has made available nor any of its Subsidiaries is a party to Cingular prior any voting agreement with respect to the date voting of any such securities. Except as set forth above in this Agreement true and complete copies Section 3.01(c), there are no outstanding (1) securities of the Rights AgreementCompany or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities or equity interests of any Subsidiary of the Company, (2) warrants, calls, options or other rights to acquire from the DoCoMo Investor Agreement Company or any of its Subsidiaries, and no obligation of the DoCoMo Warrant AgreementCompany or any of its Subsidiaries to issue, each as amendedany capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of any Subsidiary of the Company or (3) obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such outstanding securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 800,000,000 Common Shares, of which 499,115,156 Common Shares (including shares of Common Stock, of which, restricted stock issued pursuant to Company Stock Plans) were issued and outstanding (excluding treasury shares) as of January 31the close of business on April 30, 2004, 2,719,301,543 shares are outstanding2001, and 1,000,000,000 60,000,000 shares of Preferred Stockpreferred stock, par value $.01 1.50 per share, of which, which no shares are issued or outstanding as of the date of this Agreement, 207,537 shares of Series C hereof (the "Preferred Stock and 25,428 shares of Series E Preferred Stock are outstandingShares"). All of the issued and outstanding Common Shares have been duly authorized and are validly issued, fully paid and nonassessable. The As of the Effective Time, there will be no Preferred Shares outstanding. As of April 30, 2001, 39,481,830 Common Shares were held in treasury by the Company (including 1,399,228 Common Shares held by the Company's Subsidiary American General Life Insurance Company). As of the date hereof, the Company has no commitments (including contingent or conditional commitments) to issue or deliver Common Shares reserved for issuance, or Preferred Shares except as described in the last sentence of this Section 5.2(b)(i) and except that, as of January 31April 30, 20042001, there were 230,079,174 shares issuable outstanding options to purchase 34,308,420 Common Shares granted pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans to such Persons, with such exercise prices as are set forth in a schedule previously provided to Parent and outstanding Performance Based Restricted Stock Awards containing Performance Awards with respect to 679,000 Common Shares and outstanding restricted share units with respect to 774,781 Common Shares granted pursuant to Company Stock Plans"), 41,748,273 shares of and approximately 42,611,754 Common Stock Shares were reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Company Stock reserved for issuance Plans (including pursuant to the Amended such outstanding options and Restated Rights Agreementother equity-based awards), dated as of September 1, 2002, between but the Company and Mellon Investor Services LLCis not, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date hereof, obligated to issue such Common Shares reserved for issuance except as set forth in this Section 5.2(b)(i) or the corresponding section of this Agreement has been made available to Cingularthe Company Disclosure Letter. In addition, as more fully described in Section 5.1(b5.2(b) of the Company Disclosure Letter contains a true and complete list Letter, as of January 31April 30, 2004 of 2001, there were an estimated 1,042,043 phantom shares (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference adjusted for the Series C Preferred Stock and Series E Preferred Stock is $291 million and March 1, 2001 stock split) under Company deferred compensation plans which, if all such Liquidation Preference may vary from time to time only shares vested, would be payable in accordance with Common Shares at the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendedapplicable distribution dates.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 50,000,000 Common Shares, of which 30,675,300 Common Shares were issued and outstanding and 3,320,037 Common Shares were held by the Company in treasury as of the close of business on July 9, 1999, and 5,000,000 shares of Common Stockpreferred stock, no par value, of which, which 1,000,000 shares have been authorized as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 shares of Series B Junior Participating Preferred Stock, par value $.01 per share, none of which, as of the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock which are outstanding. All of the outstanding Common Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuancecommitments to issue or deliver Common Shares, except that, as of January 31July 9, 20041999, there were 230,079,174 shares issuable (i) 1,408,066 Common Shares subject to issuance upon exercise of outstanding Company Options pursuant to outstanding awards the Company's Equity Incentive Plan, the 1994 Stock Option Plan For Non-Employee Directors and the 1982 Long-Term Performance Incentive Plan, (ii) 1,546,559 Common Shares reserved for issuance upon exercise of authorized but unissued Company Options and 167,000 shares reserved for issuance as Restricted Stock under the Company Stock Plans, and (iii) 243,157 Common Shares reserved for issuance under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Employee Stock Purchase Plan (the plans in clauses (i) and (iii) are hereinafter collectively referred to as the "Company Stock Plans"), 41,748,273 . The Company has no commitments to issue or deliver shares of Common preferred stock, except that as of the date hereof, there were 1,000,000 shares of Series B Junior Participating Preferred Stock reserved for subject to issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 111, 20021996, between the Company and Mellon Investor Services ChaseMellon Shareholder Services, LLC, as Rights Agent, as amended as described in this Agreement Agent (the "Rights Agreement"). A true and complete copy of the Rights Agreement Except as set forth in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b5.1(a) of the Company Disclosure Letter contains a true and complete list as of January 31Letter, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-wholly owned Subsidiary of the Company, free and clear of any Lien. As of December 31lien, 2003pledge, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreementsecurity interest, claim or other encumbrance. Except as set forth above and pursuant to in the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Stock Option Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangementsarrangements or commitments to issue, callssell, commitments repurchase, redeem or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell otherwise acquire any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. There are no outstanding contractual obligations of the Company to vote any shares of the capital stock of any of its Subsidiaries. The Company has made available does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to Cingular prior vote (or which are convertible into or exercisable for securities having the right to vote) with the date of this Agreement true and complete copies stockholders of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendedCompany on any matter.

Capital Structure. (ia) The As of May 31, 2001, the authorized capital stock of the Company Commerce One consists of 10,000,000,000 950,000,000 shares of Common Stock, $.0001 par value, of whichwhich 208,742,610 shares (together with the associated rights to purchase Series A Participating Preferred Stock) are issued and outstanding on such date, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 50,000,000 shares of Preferred Stock, $0.0001 par value $.01 per sharevalue, of whichwhich 300,000 shares are designated Series A Participating Preferred Stock, as $.0001 par value, none of the date which are issued and outstanding of this Agreementsuch date, 207,537 and 49,700,000 shares of Series C which are undesignated Preferred Stock and 25,428 Xxxxx, $.0000 par value, none of which are issued or outstanding on such date. All such shares of Series E Preferred Stock are outstanding. All of the outstanding Shares Commerce One have been duly authorized authorized, and are all such issued and outstanding shares have been validly issued, are fully paid and nonassessablenonassessable and are free of any Liens or encumbrances other than any Liens or encumbrances created by or imposed upon the holders thereof. The Company Commerce One has no Shares also reserved 75,743,739 shares of Common Stock for issuanceissuance pursuant to its employee and director stock and option and stock purchase plans (the "Plans"), except that, 23,219,156 of which were issuable upon exercise of such outstanding stock options as of January May 31, 20042001 and 24,641,051 of which may be issued in connection with Commerce One's employee stock option exchange program. In addition, there were 230,079,174 200,000 other shares of Common Stock are issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan stock options (the "Stock Plans"other than those described above), 41,748,273 warrants, rights, convertible or exchangeable securities or other agreements as of May 31, 2001. Upon the Reorganization, New Commerce One Holding's certificate of incorporation and bylaws as in effect immediately following the reorganization will be identical to Commerce One's certificate of incorporation and bylaws, respectively, as in effect immediately prior to the consummation of the Reorganization, and New Commerce One Holding's capitalization will become identical to the capitalization of Commerce One immediately prior to the consummation of the Reorganization, except that an additional 28,800,000 shares of Common Stock reserved for issuance pursuant to will be issued and outstanding following the DoCoMo Warrant Agreement and 50,000,000 shares consummation of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Reorganization. Except as contemplated by this Agreement, dated as of September 1there are no other options, 2002warrants, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plansconvertible or exchangeable securities, to receivecommitments, or right the value agreements of any character to which Commerce One is determined a party or by reference towhich it is bound obligating Commerce One to issue, shares of Common Stockdeliver, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31sell, 2004 repurchase or redeem, or cause to the date hereof the Company has not issued be issued, delivered, sold, repurchased or redeemed, any shares of Common Stock except pursuant the capital stock of Commerce One or any securities convertible into or exchangeable for capital stock of Commerce One or obligating Commerce One to grant, extend or enter into any such option, warrant, right, commitment or agreement. There are no outstanding bonds, debentures, notes or other obligations issued by Commerce One which permit the exercise holders thereof to vote with the stockholders of Company Options and Commerce One on any matter. Except as contemplated by this Agreement, no change in the settlement capitalization of Common Stock Units outstanding on January Commerce One or New Commerce One Holding has occurred since May 31, 2004 in accordance with their terms. From January 31, 2004 2001 and through the date of this Agreement, neither the Company nor any except for (i) issuance of stock options and other rights under Commerce One's and its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants affiliates' stock and option and stock purchase plans, (ii) exercise of Common Stock Units outstanding options and restricted shares were made other rights under the Stock Plans. Each of the outstanding shares of capital Commerce One's and its affiliates' stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable option and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendedpurchase plans.