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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. 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. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx").

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 (A) 8,330,000,000 Shares, (B) 750,000,000 shares of Common preferred stock, par value $0.10 per share (the “Preferred Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, ”) and 1,000,000,000 (C) 600,000,000 shares of Preferred Series Common Stock, par value $.01 0.01 per share, of which, as share (the “Series Common Stock”). As of the date close of this Agreementbusiness on September 30, 207,537 2016, 772,769,527 shares of Series C Common Stock were issued and outstanding and no other shares of Common Stock or shares of the Preferred Stock or Series Common Stock were issued and 25,428 shares of Series E Preferred Stock are outstandingoutstanding on such date. All of the outstanding Shares have been duly authorized and validly issued and are validly issued, fully paid and nonassessable. The As of September 30, 2016, there were an aggregate of 52,741,311 Shares reserved for, and 33,437,890 Shares subject to, issuance pursuant to the Company Plans identified in Section 5.1(b)(i)(A) of the Company Disclosure Letter as being the only Company Plans pursuant to which Shares may be issued (the “Company Stock Plans”). Except as provided in the preceding sentence and except for Shares that after the date hereof become reserved for issuance or subject to issuance as permitted under this Agreement, the Company has no Shares reserved for for, or subject to, 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 . The Company Adjustment Plan (the "Stock Plans"), 41,748,273 has no shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 Preferred Stock, shares of Series A Preferred Common Stock or other shares of capital stock reserved for or subject to issuance pursuant to the Amended and Restated Rights Agreement, dated as (it being understood that “other shares 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"capital stock” shall not include Shares). 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(b5.1(b)(i)(B) of the Company Disclosure Letter contains a true correct and complete list as of January 31September 30, 2004 2016 of (Ix) the number of Shares subject to outstanding options to purchase shares of Common Stock which Company Options under the Company is obligated to honorStock Plans, 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 (IIy) the number of Shares subject to outstanding rights, including those issued Company Restricted Stock Units under the Company Stock Plans and (z) the number of Shares subject to outstanding Company Performance Stock Units (assuming the achievement of performance criteria at maximum levels) under the Company Stock Plans. (ii) From September 30, 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 2016 to the date hereof execution of this Agreement, the Company has not issued any shares of Common Stock Shares except pursuant to the exercise of Company Options and or the settlement of Common Company Restricted Stock Units outstanding on January 31as of September 30, 2004 2016, in accordance with their terms. From January 31terms and, 2004 through since September 30, 2016, except as permitted by this Agreement for the period following the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or has not issued any Company Options Options, Company Restricted Stock Units or Common Company Performance Stock Units. All grants Upon any issuance of Common Stock Units and restricted shares were made under any Shares in accordance with the terms of the Company Stock Plans, such Shares will be duly authorized, validly issued and fully paid and nonassessable and free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Each of the outstanding shares of capital stock or other securities of each of the Company's ’s Subsidiaries has been duly authorized and validly issued and 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 31, 2003, Lien (other than any Liens for Taxes not yet due and payable or that are being contested in good faith by appropriate proceedings and as to which appropriate reserves have been recorded in 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 AgreementCompany’s financial statements). Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreementin Section 5.1(b)(i), 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 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 or voting 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, acquire from the Company or any of its Subsidiaries any equity or voting 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. 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. . (iii) Section 5.1(b5.1(b)(iii) of the Company Disclosure Letter contains a true and complete list sets forth, as of the date of this Agreement, (A) each Person (other than Subsidiaries of the Company’s Subsidiaries and the ownership interest of the Company in each such Subsidiary and (B) any other Person in which the Company ownsor any of its Subsidiaries may hold capital stock or other equity interest that has a book value in excess of $10,000,000 (other than securities held by any employee benefit plan of the Company or any of its Subsidiaries or any trustee, agent or other fiduciary in such capacity under any such employee benefit plan). No Subsidiary of the Company owns any Shares. As of the date of this Agreement, the Company does not own, directly or indirectly, any voting interest in any Person that may is reasonably likely to require the an additional filing of a report or notification form by Cingular or any Affiliate of Cingular Parent under the HartXxxx-ScottXxxxx-Rodino Xxxxxx Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"“HSR Act”), in connection with the Mergers. (iv) Each Company Option (A) was granted in compliance in all material respects with all applicable Laws and all of the terms and conditions of the Company Stock Plans pursuant to which it was issued, (B) has an exercise price per Share equal to or greater than the fair market value of a Share on the date of such grant, (C) has a grant date identical to the date on which the Company’s Board of Directors or the Compensation Committee (including through delegation) actually awarded such Company Option or on a date thereafter as specified by the Company’s Board of Directors or the Compensation Committee (including through delegation) in their respective authorization of such Company Options, (D) qualifies in all material respects for the Tax and accounting treatment afforded to such Company Option in the Company’s Tax Returns and the Company Reports, respectively, and (E) complies in all material respects with Section 409A of the Code.

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) 8,000,000 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 (ii) 75,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.001 per shareshare (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Capital Stock”). At the close of whichbusiness on November 6, as 2020 (the “Measurement Date”): (A) 4,305,119 shares of Company Common Stock were issued and outstanding, and (B) no shares of Company Preferred Stock were issued and outstanding; (b) As of the date of this Agreement, 207,537 there are 58,775 shares of Series C Preferred Company Common Stock subject to outstanding Company Stock Awards and 25,428 12,182 shares of Series E Preferred Company Common Stock are outstanding. subject to outstanding Company RSU Awards. (c) All outstanding shares of the outstanding Shares Company Common Stock have been duly authorized and 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 for issuanceCommon Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable Contracts. As of the close of business on the Measurement Date, except that, as of January 31, 2004set forth in this Section 4.2 and in the Transaction Support Agreement, there were 230,079,174 shares issuable pursuant are no outstanding options, warrants or other rights to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and subscribe for, purchase or acquire from the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares or any 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) its Subsidiaries any capital stock of the Company Disclosure Letter contains a true or securities convertible into or exchangeable or exercisable for capital stock of the Company (and complete list as of January 31the exercise, 2004 of (I) the number of conversion, purchase, exchange or other similar price thereof). All outstanding options to purchase shares of Common Stock capital stock or other equity interests of the Subsidiaries of the Company are owned by the Company, or a direct or indirect wholly owned Subsidiary of the Company, are free and clear of all Encumbrances, other than Permitted Encumbrances, and have been duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 4.2, and except for changes since the Measurement Date resulting from the exercise of stock options outstanding at such date, or stock grants or other awards granted in accordance with Section 6.1(b)(ii), there are outstanding: (1) no shares of Company Capital Stock, Voting Debt or other voting securities of the Company; (2) no securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for shares of Company Capital Stock, Voting Debt or other voting securities of the Company; and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which the Company or any Subsidiary of the Company is obligated a party or by which it is bound in any case obligating the Company or any Subsidiary of the Company to honorissue, whether through the issuance of deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of Company Capital Stock or any Voting Debt or other voting securities of the Company, or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. Other than the Transaction Support Agreement, there are not any stockholder agreements, voting trusts or other agreements to which the Company or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of capital stock or other equity interest of the Company or any of its Subsidiaries. No Subsidiary of the Company owns any shares of Company 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 any other shares of Common Stock issuable at such exercise price and Company Capital Stock. (IId) the number As 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 has any (i) interests in a material joint venture or, directly or issued indirectly, equity securities or other similar equity interests in any Company Options Person or Common Stock Units. All grants of Common Stock Units (ii) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person other than its Subsidiaries and restricted shares were made under the Stock Plans. Each its joint ventures listed on Schedule 4.2 of the Company Disclosure Letter. (e) Except as set forth in Schedule 4.2 of the Company Disclosure Letter, all of the issued and outstanding shares of capital stock or other securities equity ownership interests of each Subsidiary of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and Company are 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 31directly or indirectly, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and all 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 shares or equity ownership interests are 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) Schedule 4.2 of the Company Disclosure Letter) to acquire any , and all of such capital stock) or other security shares or equity interest ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of the Company or its Subsidiaries. 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. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")preemptive rights.

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 of its Subsidiaries Option with respect thereto 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any share of capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. 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. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx").. The

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 shares of (A) 240,000,000 Class A Shares, (B) 60,000,000 Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Voting Shares and 1,000,000,000 shares of Preferred Stock(C) 25,000,000 preferred shares, par value $.01 0.01 per share, of which, as share (the “Preferred Shares”). As of the date close of this Agreementbusiness on July 27, 207,537 shares of Series C 2017, 95,956,398 Class A Shares and 33,850,481 Common Voting Shares were issued and outstanding and no Preferred Stock Shares were issued and 25,428 shares of Series E Preferred Stock are outstandingoutstanding on such date. All of the outstanding Shares have been duly authorized and validly issued and are validly issued, fully paid and nonassessable, and have been issued in compliance with all applicable securities Laws. Section 5.1(b)(i)(A) of the Company Disclosure Letter identifies each Company Plan pursuant to which Shares may be issued (the “Company Stock Plans”), which, for avoidance of doubt, are the only Company Plans pursuant to which Shares may be issued, together with the aggregate number of Class A Shares reserved for issuance under each such Company Stock Plan and the aggregate number of such Class A Shares that are subject to outstanding awards granted under each such Company Stock Plan. Except as provided in the preceding sentence and except for Shares that after the date hereof become reserved for issuance or subject to issuance as permitted under this Agreement, the Company has no Shares reserved for, or subject to, issuance. The Company has no Preferred Shares or other shares of capital stock reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant or subject to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan issuance (the "Stock Plans"), 41,748,273 it being understood that “other 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"capital stock” shall not include Shares). 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(b5.1(b)(i)(B) of the Company Disclosure Letter contains a true correct and complete list as of January 31July 27, 2004 2017 of (Ix) the aggregate number and kind of Shares reserved for issuance pursuant to outstanding unexercised Company Options under the Company Stock Plans, including the applicable grant dates, exercise prices and expiration dates for such Company Stock Options, the number of Shares subject to outstanding options to purchase shares of Common Company Restricted Stock which Units under the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwisePlans, including those issued the applicable grant and vesting schedule for such Company Restricted Stock Units, and the aggregate number and kind of Shares subject to issuance pursuant to outstanding Company Performance Stock Units (assuming the achievement of performance criteria at both target and maximum levels) under the Company Stock Plans (eachPlans, a "including the applicable grant dates and performance criteria for such Company Option"), the exercise price Performance Stock Units. The Company has delivered or made available to Parent or Parent’s Representatives copies 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 receivethe forms of all stock option agreements evidencing Company Options, or right the value forms of which is determined by reference toall agreements evidencing the Company Restricted Stock Units, Company Performance Stock Units and Phantom Units. No Subsidiary of the Company holds shares of Common Stockcapital stock of the Company. The Class A Shares constitute the only outstanding class of securities of the Company or its Subsidiaries registered under the Securities Act. (ii) From the close of business on July 27, 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 2017 to the date hereof execution of this Agreement, the Company has not issued any shares of Common Stock Shares except pursuant to the exercise of Company Options and or the settlement of Common Company Restricted Stock Units or Company Performance Stock Units outstanding on January 31as of July 27, 2004 2017, in accordance with their terms. From January 31terms and, 2004 through since the close of business on July 27, 2017, except as expressly permitted by this Agreement for the period following the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or has not issued any Company Options Options, Phantom Units, Company Restricted Stock Units or Common Company Performance Stock Units. All grants Upon any issuance of Common Stock Units and restricted shares were made under any Shares in accordance with the terms of the Company Stock Plans, such Shares will be duly authorized, validly issued and fully paid and nonassessable and free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Each of the outstanding shares of capital stock or other securities of each of the Company's ’s Subsidiaries has been duly authorized and validly issued and is duly authorized, validly issued, fully paid and nonassessable nonassessable, and has been issued in compliance with all applicable securities Laws, 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 (other than any Liens, 2003except for Permitted Liens, for Taxes not yet due and payable or that are being contested in good faith by appropriate proceedings and as to which appropriate reserves have been recorded in 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 AgreementCompany’s financial statements). Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreementin Section 5.1(b)(i), 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 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 or voting 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 acquireacquire from the Company or any of its Subsidiaries any equity or voting securities of the Company or any of its Subsidiaries, or giving any securities Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of 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 does not, and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest indo not, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. 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 shareholders of the Company or its Subsidiaries on any matter. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of the Subsidiaries of the Company. There are no proxies, voting trusts or other agreements or understandings to which the Company or any of the Subsidiaries of the Company is a party or is bound with respect to the voting or registration of the capital stock of, or other equity interests in, the Company or any of its Subsidiaries. (iii) Section 5.1(b5.1(b)(iii) of the Company Disclosure Letter contains a true and complete list sets forth, as of the date of this Agreement, (A) each Person (other than Subsidiaries of the Company’s Subsidiaries, its jurisdiction of incorporation or organization and the ownership interest of the Company in each such Subsidiary and (B) any other Person in which the Company owns, directly or indirectly, any voting of its Subsidiaries may hold capital stock or other equity interest that may require has a book value in excess of $10,000,000 (other than securities held by any employee benefit plan of the filing of a report or notification form by Cingular Company or any Affiliate of Cingular its Subsidiaries or any trustee, agent or other fiduciary in such capacity under any such employee benefit plan). No Subsidiary of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")Company owns any Shares.

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 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns is a party or by which any equity of them is bound obligating the Company to issue, deliver or similar interest in sell or any interest convertible into create, or exchangeable cause to be issued, delivered or exercisable for any equity sold or similar interest increated, any corporation, partnership, joint venture additional shares of capital stock or other business voting securities or Stock Equivalents of the Company or 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 the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no not any outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. 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. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")except pursuant to existing employee arrangements.

Capital Structure. (ia) 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, Stock and 1,000,000,000 24,000,000 shares of Preferred Stockpreferred stock, par value $.01 1.00 per shareshare ("Company Preferred Stock" and, together with the Company Common Stock, the "Company Capital Stock"). At the close of whichbusiness on July 31, 2005, (i) 79,943,633 shares of Company Common Stock (each together with a Company Right) and no shares of Company Preferred Stock were issued and outstanding, (ii) 37,206,960 shares of Company Common Stock were held by the Company in its treasury, (iii) 7,521,608 shares of Company Common Stock were subject to outstanding Company Stock Options and 891,921 additional shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Plans, (other than any shares reserved under the Employee Discount Stock Purchase Plan) and (iv) 4,000,000 shares of Company Preferred Stock were reserved for issuance in connection with the rights (the "Company Rights") issued pursuant to the Rights Agreement dated as of February 12, 1998 (as amended from time to time, the "Company Rights Agreement"), between the Company and Computershare Investor Services, LLC, as Rights Agent. Except as set forth above, at the close of business on July 31, 2005, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. During the period from July 31, 2005 to the date of this Agreement, 207,537 (x) there have been no issuances by the Company of 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) capital stock or other voting securities 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 other than issuances of shares of Company 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 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 such issuance and (y) 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 voting securities of each of the Company's Subsidiaries is . There are no outstanding stock appreciation rights linked to the price of the Company Common Stock that were not granted in tandem with a related Company Stock Option. All outstanding shares of Company Capital 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 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 or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003Charter, the aggregate Liquidation Preference for Company By-laws or any Contract to which the Series C Preferred Stock and Series E Preferred Stock Company is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation a party or otherwise bound. There are not any bonds, debentures, 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 Capital 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 (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 any of its Subsidiaries Company Subsidiary or any securities or obligations convertible or exchangeable into or exercisable forVoting Company Debt, or giving any Person a right to subscribe for or acquire, any securities of (ii) 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 (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 its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstandingCompany Capital Stock. 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as As of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no not any outstanding contractual obligations of the Company or any of its Subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiariesany Company Subsidiary. The Company does not have has made available to Parent a complete and correct copy of the Company Rights Agreement, as amended to the date of this Agreement. (b) The Company has delivered or made available to Parent a true, complete and correct list of all outstanding any bondsCompany Stock Options, debenturesthe number of shares of Company Common Stock subject to each such Company Stock Option, notes or other obligations the grant dates, exercise prices, expiration dates and vesting schedule of each such Company Stock Option and the names of the holders of which have each Company Stock Option. All outstanding Company Stock Options are evidenced by the right forms of Company Stock Option agreements delivered or made available to vote (Parent, and no Company Stock Option agreement contains terms that are materially inconsistent with, or convertible into or exercisable for securities having in addition in any material respect to, the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")terms contained therein.

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 owned by and, except as disclosed in 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 SEC Documents (as defined 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"Section 3.5) 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 filed 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-such share that is owned Subsidiaries) in which by the Company or any another Subsidiary of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest inthe Company, any corporation, partnership, joint venture or other business as is owned free and clear of all Liens. As of the date of this Agreement (in each case Agreement, the Company does not have outstanding any bonds, debentures, notes or other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 indebtedness of the DoCoMo Investor AgreementCompany having the right to vote (or convertible into, and or exchangeable for, securities having the rights right to vote) on any matters on which stockholders of DoCoMo pursuant the Company may vote. Except as otherwise set forth in a disclosure letter making reference to the DoCoMo Warrant Agreementthis section, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or any of its Subsidiaries. The Company does not have outstanding any bondsExhibit 21 to the Company's Annual Report on Form 10-K for the year ended March 31, debentures1997, 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) as filed with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended SEC (the "XXX XxxCompany Annual Report"), is a true, accurate and correct statement in all material respects of all the information required to be set forth therein by the rules and regulations of the SEC.

Capital Structure. (ia) The As of the Capitalization Date, the authorized capital stock of the Company consists of 10,000,000,000 200,000,000 Shares and 10,000,000 shares of Common Company Preferred Stock. As of the Capitalization Date (i) 116,619,149 Shares were issued and outstanding (including 30,590 Company Restricted Shares), (ii) 41,587,480 Shares were issued and held by the Company in its treasury, (iii) no shares of which, as of January 31, 2004, 2,719,301,543 shares are Company Preferred Stock were issued and outstanding, and 1,000,000,000 (iv) 32,971,625 Shares were reserved for issuance, (v) no shares of Company Preferred StockStock were reserved for issuance, par value $.01 per share(vi) 1,634,533 Shares were subject to outstanding Company RSUs and (vii) 739,564 Shares were subject to outstanding Company PSUs (assuming the achievement of the applicable performance goals at the target level). (b) Since the Capitalization Date and through the date of this Agreement, (i) no Shares or shares of whichCompany Preferred Stock have been repurchased or redeemed or issued (other than with respect to the vesting or settlement of Company Equity Awards outstanding prior to the date of this Agreement and pursuant to the terms of the applicable Company Benefit Plan in effect on or prior to the date of this Agreement), and (ii) no Shares have been reserved for issuance and no Company Equity Awards have been granted, except pursuant to the terms of the applicable Company Benefit Plan in effect on the date of this Agreement or as otherwise expressly permitted by this Agreement. (c) Section 3.2(c) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, 207,537 shares an accurate and complete list of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All each Subsidiary of the outstanding Shares have been duly authorized Company together with (i) the jurisdiction of incorporation or organization of such Subsidiary, (ii) the type and are validly issuedpercentage of ownership interest held by the Company, fully paid or one of its Subsidiaries, in such Subsidiary, and nonassessable(iii) to the extent applicable, the type of and percentage of interest held by any Person (and the name of such other Person) other than the Company or any of its Subsidiaries, in such Subsidiary. The Company has no Shares reserved for issuanceand its Subsidiaries, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under together with 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 Persons 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(b3.2(c) of the Company Disclosure Letter contains a true Schedule pursuant to clause (iii) of the preceding sentence, beneficially own all of the issued 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 receivecapital stock of, or right the value of which is determined by reference toother equity interests in, 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 Subsidiary of the Company, and all such outstanding shares of capital stock or other equity securities of each of the Company's Subsidiaries is are duly authorized, validly issued, fully paid and nonassessable and owned by non-assessable (to the Company or by a direct or indirect wholly-owned Subsidiary of the Company, extent such concepts are applicable) free and clear of any LienEncumbrance other than Encumbrances of the type described in clauses (m), (o)(ii) or (p) of the definition of Permitted Encumbrances. 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. Agreement neither the Company nor any of its Subsidiaries beneficially own any equity securities in any Person that is not a Subsidiary of the Company. (d) Neither the Company nor any of its Subsidiaries have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the equityholders of the Company or any of its Subsidiaries on any matter, other than the Company Exchangeable Notes to the extent they convert into Company Common Stock. (e) Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as terms of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company Exchangeable Notes or the rights under the ESPP (a true, correct and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreementcomplete copy of which has been made available to Parent), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreementsContracts, 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, valued by reference to, 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 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 this Agreement true and complete copies any of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendedforegoing securities. (iif) Section 5.1(b3.2(f) of the Company Disclosure Letter Schedule sets forth an accurate and complete listing of all outstanding Company Equity Awards as of June 26, 2024, setting forth the name number of Shares subject to each Person Company Equity Award, the holder identification number, grant date and vesting schedule (other than direct including any acceleration terms) and indirect wholly-owned Subsidiaries) in which whether the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business Equity Award is a Specified Award as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30June 26, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned2024. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. 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. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx").

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. Options. (b) Each of the outstanding shares of capital stock or other securities ownership interests of each of the Company's Subsidiaries that constitute a Significant 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, in each case free and clear of any Lien. As of December 31lien, 2003pledge, security interest, claim or other encumbrance, except as would not, individually or in 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 aggregate, have a Material Adverse Effect on the date of this AgreementCompany. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreementin Section 2.1.2(a), 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 rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that which obligate the Company or any of its Material Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Material Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquireacquire from the Company or any of its Material Subsidiaries, any securities of the Company or any of its Material Subsidiaries, and no securities or obligations evidencing such any 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 AgreementExcept as set forth in Section 2.1.2(a), the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. 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 which are convertible, exchangeable or exercisable for or into securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx").

Capital Structure. (ia) 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 1,000,000,000 100,000 shares of Preferred StockSeries A participating preferred stock, par value $.01 0.01 per share, of which, as of share (the date of this Agreement, 207,537 “Company Series A Preferred Stock”) and 50,000 shares of Company Series C B Preferred Stock and 25,428 Stock. At the close of business on June 30, 2005, 61,609,494 shares of Series E Preferred Company Common Stock are were issued and 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 Company Series A Preferred Stock reserved for issuance pursuant to the Amended were issued and Restated Rights Agreement, dated as of September 1, 2002, between the Company outstanding 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 50,000 shares of Common Company Series B Preferred Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those were 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 duly authorized, authorized and 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 not subject to 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 Section 3.2 of the Company in effect on Disclosure Schedule sets forth a complete and accurate list of: (i) all Company Stock Plans, indicating for each Company Stock Plan, as of the date hereof, the number of shares of Company Common Stock issued under such Company Stock Plan, the number of shares of Company Common Stock subject to outstanding options under such Company Stock Plan and the number of shares of Company Common Stock reserved for future issuance under such Company Stock Plan; and (ii) all outstanding Company Stock Options other than those granted following the date of this AgreementAgreement in compliance with Section 5.1(h) hereof, indicating with respect to each such Company Stock Option the name of the holder thereof, the Company Stock Plan under which it was granted, the number of shares of Company Common Stock subject to such Company Stock Option, the exercise price and the date of grant thereof. Except as set forth above above, and except for shares of Company Common Stock issuable pursuant to the Rights Company’s 1990 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) and as permitted to be issued pursuant to Section 5.1(h) hereof following the date of this Agreement and prior to 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 Closing Date (the "DoCoMo Investor Agreement"a) and the DoCoMo Warrant Agreement, there are no preemptive shares of capital stock of the Company authorized, issued or other outstanding rights, outstanding; (b) there are no existing options, warrants, conversion calls, preemptive rights, stock appreciation rights, redemption rights, repurchase subscription or other rights, agreements, arrangements, calls, arrangements or commitments or rights of any kind that obligate character, relating to the issued or unissued capital stock of the Company, obligating the Company or any of its Subsidiaries to issue issue, transfer, redeem, purchase or sell or cause to be issued, transferred, redeemed, purchased or sold any shares of capital stock or other securities of the Company or to otherwise make any payment in respect of its Subsidiaries any such shares; and (c) there are no rights, agreements or arrangements of any securities character which provide for any stock appreciation or obligations convertible similar right or exchangeable into grant any right to share in the equity, income, revenue or exercisable forcash flow of the Company. (b) Section 3.2(b) of the Company Disclosure Schedule sets forth a list of all stockholder agreements, voting trusts and other agreements or understandings to which the Company is a party or which are otherwise known to the Company and relating to voting or disposition of any shares of the Company’s capital stock or granting to any person or group of persons the right to elect, or giving any Person to designate or nominate for election, a right director to subscribe for or acquire, any securities the board of directors 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. 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. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx").

Capital Structure. (ia) The As of the date of this Agreement, 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 (i) 1,000,000,000 shares of Preferred StockCompany Common Stock and (ii) 50,000,000 shares of preferred stock, par value $.01 0.01 per shareshare (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Capital Stock”). At the close of whichbusiness on October 11, as of 2019 (the date of this Agreement, 207,537 “Measurement Date”): (A) 213,404,153 shares of Series C Company Common Stock were issued and outstanding and no shares of Company Preferred Stock were issued and 25,428 outstanding; (B) 1,684,659 Company RSUs were issued and outstanding and 1,213,728 Company PSUs were issued and outstanding at target performance levels; and (C) 17,747,482 shares of Series E Preferred Company Common Stock are outstanding. remained available for issuance pursuant to the Company Equity Plan. (b) All outstanding shares of the outstanding Shares Company Capital Stock have been duly authorized and 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 for issuanceCapital Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts. As of the close of business on the Measurement Date, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under set forth in this Section 4.2 and in the Company's Amended and Restated Long Term Incentive Plan Designated Stockholder Voting Agreements 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 Stockholders’ Agreement, dated as of September 1there are no outstanding options, 2002warrants or other rights to subscribe for, between purchase or acquire from 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 or any of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) its Subsidiaries any capital stock of the Company Disclosure Letter contains a true or securities convertible into or exchangeable or exercisable for capital stock of the Company (and complete list as of January 31the exercise, 2004 of (I) the number of conversion, purchase, exchange or other similar price thereof). All outstanding options to purchase shares of Common Stock which capital stock or other equity interests of the Subsidiaries of the Company is obligated to honorare owned by the Company, whether through or a direct or indirect wholly owned Subsidiary of the Company, are free and clear of all Encumbrances, other than Permitted Encumbrances, and have been duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 4.2, and except for changes since the Measurement Date resulting from the vesting of Company RSUs or Company PSUs outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.1(b)(ii), there are outstanding: (A) no shares of Company Capital Stock, Voting Debt or other voting securities of the Company, (B) no securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for shares of Company Capital Stock, Voting Debt or other voting securities of the Company and (C) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to 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 Company Capital Stock or any Voting Debt or other voting securities of the Company, or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. Other than the Company Stockholders’ Agreement and the Designated Stockholder Voting Agreements, there are not any stockholder agreements, voting trusts or other agreements to which the Company or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of capital stock or other equity interest of the Company or any of its Subsidiaries. No Subsidiary of the Company owns any shares of Company 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 any other shares of Common Stock issuable at such exercise price and (II) the number Company Capital Stock. As 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 has any (1) interests in a material joint venture or, directly 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 indirectly, equity securities or other securities of each of the Company's Subsidiaries is duly authorizedsimilar equity interests in any Person or (2) obligations, validly issuedwhether contingent or otherwise, 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 to consummate 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 material additional investment 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 any Person 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 than its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of and 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans ventures listed on Section 5.1(h)(i) Schedule 4.2 of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. 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. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx").

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) 300,000,000 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 (ii) 10,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.001 per shareshare (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Capital Stock”). At the close of business on October 16, 2020: (A) 196,305,223 shares of Company Common Stock were issued and outstanding and no shares of Company Preferred Stock were issued and outstanding; (B) the shares of Company Common Stock issued and outstanding include 1,763,753 subject to Company Restricted Stock Awards granted under the Company Stock Plan; and (C) 4,018,437 shares of Company Common Stock remained available for issuance pursuant to the Company Stock Plan, of which, as which 488,888 shares (assuming satisfaction of applicable performance goals at the date target level) or 1,466,664 shares (assuming satisfaction of this Agreement, 207,537 applicable performance goals at the maximum level) of Company Common Stock were available for issuance pursuant to outstanding Company Performance Unit Awards. (b) All outstanding shares of Series C Preferred Company 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 non-assessable and are not subject to preemptive rights. All outstanding shares of Company Common Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Company Stock Plan). As of the close of business on October 16, 2020, except as set forth in this Section 4.2, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company or any of its Subsidiaries any capital stock of the Company or securities convertible into or exchangeable or exercisable for capital stock of the Company (and the exercise, conversion, purchase, exchange or other similar price thereof). All outstanding shares of capital stock or other equity interests of the Subsidiaries of the Company are owned by the Company, or a direct or indirect wholly-owned Subsidiary of the Company, are free and clear of all Encumbrances and have been duly authorized, validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, Except 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 set forth in this Agreement (Section 4.2, and except for stock grants or other awards granted since the "Rights Agreement"). A true and complete copy close of the Rights Agreement as in effect as of business on October 16, 2020 to the date of this Agreement has been made available to Cingular. or following the execution of this Agreement in accordance with Section 5.1(b6.1(b)(ii), there are outstanding: (A) no shares of Company Capital Stock, Voting Debt or other voting securities of the Company, (B) no securities of the Company Disclosure Letter contains a true and complete list as or any Subsidiary of January 31, 2004 of (I) the number of outstanding options to purchase Company convertible into or exchangeable or exercisable for shares of Common Stock Company Capital Stock, Voting Debt or other voting securities of the Company and (C) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which the Company or any Subsidiary of the Company is obligated a party or by which it is bound in any case obligating the Company or any Subsidiary of the Company to honorissue, whether through the issuance of deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of Common Company Capital Stock or otherwise, including those issued under any Voting Debt or other voting securities of 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 receiveCompany, or right obligating the value Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There are no stockholder agreements, voting trusts or other agreements to which the Company or any of its Subsidiaries is determined a party or 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 which it or they are bound relating to the date hereof the Company has not issued voting of any shares of Common Stock except pursuant to capital stock or other equity interest of the exercise Company or any of its Subsidiaries. No Subsidiary of the Company owns any shares of Company Options and the settlement Capital Stock. (c) 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 has any (1) interests in a material joint venture or, directly 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 indirectly, equity securities or other securities of each of the Company's Subsidiaries is duly authorizedsimilar equity interests in any Person or (2) obligations, validly issuedwhether contingent or otherwise, 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 to consummate 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 material additional investment 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 any Person 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 than its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of and 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans ventures listed on Section 5.1(h)(iSchedule 4.2(c) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. 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. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx").

Capital Structure. (ia) The authorized capital stock of the Company consists of 10,000,000,000 250,000,000 Shares 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 Stockpreferred stock, par value $.01 0.001 (the “Company Preferred Stock” and, together with the Shares, the “Company Capital Stock”). At the close of business on October 10, 2018, (i) 47,088,791 Shares were issued and outstanding, (ii) no shares of Company Preferred Stock were issued and outstanding, (iii) no Shares were held by the Company in its treasury, (iv) 14,178,734 Shares were reserved and available for issuance pursuant to the Company Stock Plans, including (A) 931,635 Shares issuable upon vesting or settlement of outstanding Company RSUs (whether or not vested and whether or not granted under the Company Stock Plans) and (B) 7,629,528 Shares issuable upon exercise of outstanding Company Options (whether or not vested and whether or not granted under the Company Stock Plans), (v) 1,213,589 Shares were reserved for issuance pursuant to the ESPP, and (vi) approximately 102,658 Shares are estimated to be subject to outstanding purchase rights under the ESPP (assuming the closing price per shareShare as reported on the purchase date for the Current Purchase Period is equal to the closing price per Share on October 10, 2018 and employee contributions continue until such purchase date at the levels in place as of whichthe date immediately preceding the date of this Agreement). Except as set forth in this Section 3.3(a), at the close of business on October 10, 2018, no shares of capital stock or voting securities of, or other equity interests in, the Company were issued, reserved for issuance or outstanding. From the close of business on October 10, 2018 to the date of this Agreement, there have been no issuances by the Company of shares of capital stock or voting securities of, or other equity interests in, the Company, other than the issuance of Shares upon the vesting or settlement of Company RSUs and the issuance of Shares upon the exercise of Company Options, in each case, outstanding at the close of business on October 10, 2018 and in accordance with their terms in effect at such time. (b) The Company has delivered or made available to Parent copies of all Company Stock Plans covering the Company Options and Company RSUs outstanding as of the date of this Agreement, 207,537 shares the forms of Series C Preferred Stock all stock option agreements evidencing such Company Options, 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 nonassessablerestricted stock unit agreements evidencing such Company RSUs. 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 delivered or made available to CingularParent copies of the ESPP and applicable offering documents. Section 5.1(b) All outstanding shares of Company Capital Stock are, and, at the time of issuance, all such shares that may be issued upon the exercise, settlement or vesting 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 RSUs will be, 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 Bylaws, any Contract to which the Company is a party or otherwise bound, 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 Agreementapplicable Law. 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, in this Section 3.3 there are no preemptive issued, reserved for issuance or other outstanding, and there are no 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 obligations of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock of its Subsidiaries the Company or any securities Company Subsidiary 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest Subsidiary convertible into or exchangeable or exercisable for any shares of capital stock or voting securities of, or other equity or similar interest interests in, the Company or any corporationCompany Subsidiary, partnership(y) any warrants, joint venture calls, options or other business as rights to acquire from the Company or any Company Subsidiary, or any other obligation of the date Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary or (z) any rights issued by or other obligations of this Agreement (the Company or any Company Subsidiary that are linked in each case other than any such interests that had a carrying way to the price of any class of the capital stock of the Company or any shares of capital stock of any Company Subsidiary, the value of less than $5 million on the Company's consolidated balance sheet as , any Company Subsidiary or any part of September 30, 2003), that Person's jurisdiction the Company or any Company Subsidiary or any dividends or other distributions declared or paid on any shares of incorporation capital stock of the Company or organization and the percentage of and kind of interest owned. (iii) any Company Subsidiary. Other than (1) the rights withholding of DoCoMo pursuant Shares to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo satisfy Tax obligations with respect to awards granted pursuant to the DoCoMo Warrant AgreementCompany Stock Plans and (2) the acquisition by the Company of awards granted pursuant to the Company Stock Plans in connection with the forfeiture of such awards, there are no not any outstanding contractual obligations of the Company or any of its the Company Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) voting securities or other security or equity interest interests of the Company or its Subsidiariesany Company Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of the immediately preceding sentence. The Company does not have outstanding any There are no bonds, debentures, notes or other obligations Indebtedness of the holders of which have Company having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with the on any matters on which stockholders of the Company on may vote (collectively, “Company Voting Debt”). Other than as contemplated by this Agreement, neither the Company nor any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries nor, to the Knowledge of the Company, any of the Company’s stockholders is a party to (i) in which any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, the Company or (ii) any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of the Company or any of the Company Subsidiaries. (c) No Subsidiary of the Company owns any Shares. (d) Neither the Company nor any Company Subsidiary or associates (as defined in Section 203 of the DGCL) owns, directly or indirectlyhas owned at any time within the past three (3) years, any voting interest that may require the filing shares of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")Parent Common Stock.

Capital Structure. (ia) The authorized capital stock of the Company consists of 10,000,000,000 800,000,000 shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 200,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.01 per shareshare (the “Company Preferred Stock” and, of whichcollectively with the Company Common Stock, as the “Company Capital Stock”). As of the date of this Agreementhereof (except as otherwise specified herein), 207,537 (i) 139,296,456 shares of Series C Preferred Company Common Stock were issued and 25,428 outstanding (which excludes 90,223 shares of Series E Preferred issued and outstanding Trust Stock), (ii) 1,164,806 Restricted Stock are awards were issued and outstanding and (iii) 111,092 Deferred Stock Awards were issued and 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 Company Capital 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 are duly authorized, validly issued, fully paid and nonassessable and were not issued in violation of any preemptive, first refusal, first offer or similar rights. Except as set forth in this Section 4.4(a), there is no other outstanding capital stock or voting securities of the Company. As of the date hereof, the Company has not sold any shares of Company Capital Stock on a forward basis or entered into any Contracts relating to a forward equity sale transaction with respect to shares of Company Capital Stock. As of the date hereof, there were no accrued dividend equivalents credited participant accounts under the Deferred Compensation Plan. As of the date hereof, no shares of Company Preferred Stock are issued or outstanding. (b) Schedule 4.4(b) of the Company Disclosure Letter sets forth for the following information with respect to outstanding Company Compensatory Awards: (i) the name of the holder thereof; (ii) the number of shares of Restricted Stock and the number of Deferred Stock Awards; and (iii) the date of the issuance thereof. (c) Holdings is the sole general partner of the Partnership. As of the date hereof, (i) 12,222 GP Units of the Partnership, 139,842,931.98 Common Partnership Units and 35,242 Preferred Partnership Units were issued and outstanding, (ii) each such Common Partnership Unit and Preferred Partnership Unit is redeemable in accordance with the Partnership Agreement in exchange for one share of Company Common Stock or cash, at the Company’s election, and (iii) no Partnership Units are held by any Subsidiary of the Company other than Holdings as set forth on Schedule 4.4(c) of the Company Disclosure Letter. Schedule 4.4(c) of the Company Disclosure Letter sets forth a list as of the date hereof of all holders of the GP Units, Common Partnership Units and the Preferred Partnership Units and the number and type of such units held by each such holder. Other than the foregoing, as of the date hereof, no other Partnership Interests (as defined in the Partnership Agreement) or other equity interests in the Partnership are issued and outstanding. The GP Units of the Partnership, Common Partnership Units and the Preferred Partnership Units, in each case that are owned by the Company, Holdings and any other Subsidiary of the Company, are free and clear of any Liens, other than any transfer and other restrictions under the Partnership Agreement. (d) All of the outstanding shares of capital stock of each Subsidiary of the Company that is a corporation are duly authorized, validly issued, fully paid and nonassessable and were not issued in violation of any preemptive, first refusal, first offer or by similar rights. All of the outstanding equity interests in each Subsidiary of the Company that is a direct partnership or indirect wholly-owned limited liability company are duly authorized and validly issued and were not issued in violation of any preemptive, first refusal, first offer or similar rights. All outstanding shares of capital stock of, or equity interests in, any Subsidiary of the Company that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable, as applicable, and will not be issued in violation of any preemptive, first refusal, first offer or similar rights. Except as provided in Section 4.4(c), and except as set forth in Schedule 4.4(d) of the Company Disclosure Letter, the Company owns, directly or indirectly, all of the issued and outstanding capital stock of, or equity interests in, each Subsidiary of the Company, free and clear of any Lienall Liens, other than Permitted Liens, and free of preemptive rights. As of December 31, 2003, The Acquired Companies’ equity interests in 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 Minority Equity Joint Ventures (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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(iSchedule 4.1(d)(iii) of the Company Disclosure Letter) to acquire any such capital stockare held by the applicable Acquired Company free and clear of all Liens, other than Permitted Liens, were duly authorized and validly issued, and are fully paid, nonassessable (as applicable) or other security or equity interest and free of the Company or its Subsidiaries. The Company does not have outstanding any preemptive rights. (e) There are no bonds, debentures, notes or other obligations the holders of which have the right to vote Indebtedness having voting rights (or convertible into or exercisable for securities having the right to votesuch rights) with the stockholders of the Company on any matterAcquired Companies (“Voting Debt”) issued and outstanding. Except as provided in Section 5.1(b4.4(a) and Section 4.4(c), and except as set forth in Schedule 4.4(e) of the Company Disclosure Letter contains Letter, there are no outstanding subscriptions, securities, options, warrants, calls, rights, profits interests, stock appreciation rights, phantom stock, convertible securities, preemptive rights, anti-dilutive rights, rights of first refusal or other similar rights, agreements, arrangements, undertakings or commitments of any kind to which the Acquired Companies is a true party or by which any of them is bound obligating any of the Acquired Companies to (i) issue, transfer or sell or create, or cause to be issued, transferred or sold or created any additional shares of capital stock or other equity interests or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of any of the Acquired Companies or securities convertible into or exchangeable for such shares or equity interests, (ii) issue, grant, extend or enter into any such subscriptions, options, warrants, calls, rights, profits interests, stock appreciation rights, phantom stock, convertible securities or other similar rights, agreements, arrangements, undertakings or commitments, or (iii) redeem, repurchase or otherwise acquire any such shares of capital stock, Voting Debt or other equity interests. (f) None of the Acquired Companies is a party to or bound by any Contracts concerning the voting (including voting trusts and complete list proxies) of each Person (any capital stock or other than Subsidiaries equity interests of any of the Acquired Companies or that restricts the transfer of the capital stock or other equity interests of any of the Acquired Companies. Except as set forth at Schedule 4.4(f) of the Company Disclosure Letter, none of the Acquired Companies has granted any registration rights on the capital stock or other equity interests of any of the Acquired Companies. No Company Capital Stock is owned by any Subsidiary of the Company. (g) in which The Company does not have a “poison pill” or similar stockholder rights plan. (h) All dividends or other distributions on the Company ownsCapital Stock and Partnership Units, directly and any dividends or indirectlyother distributions on any securities of any Subsidiary of the Company, which have been authorized or declared prior to the date hereof, have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (i) Except as set forth in Schedule 4.4(i) of the Company Disclosure Letter, the Company has not exempted any voting interest that may require Person from, or increased, the filing of a report “Ownership Limit” (as defined in the Company Charter) or notification form by Cingular established or any Affiliate of Cingular increased an excepted holder limit under the Hart-Scott-Rodino Antitrust Improvements Act Company Charter. (j) As of 1976the date of this Agreement, as amended (there is no outstanding Indebtedness for borrowed money of the "XXX Xxx")Acquired Companies in excess of $5,000,000 in principal amount in the aggregate, other than Indebtedness identified in Schedule 4.4(j) of the Company Disclosure Letter.

Capital Structure. (i) The authorized capital stock of the Company AIC consists of 10,000,000,000 35,000,000 shares of AIC Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 15,000,000 shares of AIC Preferred Stock. At the close of business on June 30, par value $.01 per share, of which, as of the date of this Agreement, 207,537 1999: (i) 5,585,697 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 AIC Common Stock were issued and outstanding; (ii) 868,869 shares were reserved for issuance pursuant to outstanding employee or director stock options granted under the DoCoMo Warrant Agreement and 50,000,000 AIC's employee stock option plans (the "AIC Stock Options"); (iii) 1,000,067 shares of Series A Preferred Stock were reserved for issuance pursuant to upon the Amended and Restated Rights Agreement, dated as exchange of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement units of limited partnership (the "Rights AgreementOP Units") in Asset Investors Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"). 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(iv) 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 AIC Preferred Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock had been designated 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 Unitsissued. 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 AIC are, and all shares thereof which may be issued without violating this Agreement (including, without limitation, all shares of AIC Common Stock to be issued pursuant to the Company's Subsidiaries is Merger) 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 3.3(b), and pursuant to except for changes since June 30, 1999 resulting from the Rights Agreement and issuance of shares of AIC Common Stock (x) upon the Amended and Restated Investor Agreement, dated exercise of AIC Stock Options outstanding as of December 20June 30, 2000, and amended 1999 or (y) upon the redemption of OP Units outstanding as of December 26June 30, 2002, between Former Parent, the Company and DoCoMo 1999 (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 other voting securities of the Company AIC, (B) any securities of AIC or any AIC Subsidiary convertible into or exchangeable or exercisable for shares of its Subsidiaries capital stock or voting securities of AIC, (C) any warrants, calls, options or other rights to acquire from AIC or any AIC Subsidiary, and any obligation of AIC or any AIC Subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of AIC or any AIC Subsidiary, and (ii) there are no outstanding obligations of AIC or any AIC 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 outstanding (A) securities of AIC or any AIC Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities in any AIC Subsidiary, (B) warrants, calls, options or other rights to acquire from AIC or any AIC Subsidiary, and any obligation of AIC or any AIC Subsidiary to issue, any capital stock, voting securities or other ownership interests in, 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity capital stock, voting securities or similar interest ownership interests in, any corporation, partnership, joint venture AIC Subsidiary or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iiiC) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company AIC or any of its Subsidiaries AIC Subsidiary to repurchase, redeem or otherwise acquire any capital stock (such outstanding securities of AIC Subsidiaries or options (other to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Other than options issued pursuant to Company Compensation as set forth in the certificate of incorporation of AIC and Benefits Plans listed on Section 5.1(h)(i) the Agreement of Limited Partnership of the Company Disclosure Letter) Operating Partnership, neither AIC nor any AIC Subsidiary is a party to acquire any such capital stock) agreement restricting the transfer of, relating to the voting of or other security or equity interest granting any preemptive or, except as provided by the terms of the Company or its Subsidiaries. The Company does not have outstanding AIC Stock Options, antidilutive rights with respect to, 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. Section 5.1(b) of type referred to in the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")two preceding sentences.

Capital Structure. Except as set forth in Schedule 4.2 of the Company Disclosure Letter: (ia) The As of the date of this Agreement, the authorized capital stock of the Company consists of 10,000,000,000 (i) 65,000,000 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 (ii) 10,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.01 per shareshare (“Company Preferred Stock” and, of whichtogether with the Company Common Stock, as the “Company Capital Stock”). As of the date of this Agreement, 207,537 : (A) 50,924,098 shares of Series C Company Common Stock are issued and outstanding and no shares of Company Preferred Stock were issued and 25,428 outstanding; (B) the shares of Series E Preferred Company Common Stock issued and outstanding include 325,775 shares of Company Restricted Stock; (C) 928,781 Company RSUs are outstanding. All outstanding and 590,767 Company RSUs remain available for issuance pursuant to the Company Restricted Stock Units Plan; and (D) the outstanding Company PIAs consist solely of those awarded under the Company PIA Award Agreements listed on Schedule 4.2 of the Company Disclosure Letter. (b) All outstanding Shares shares of Company Common Stock have been duly authorized and are validly issued, fully paid and nonassessablenon-assessable and were not issued in violation of any preemptive rights. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to All 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 Company Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement have been issued and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended granted in compliance in all material respects with (i) applicable securities Laws and Restated Rights Agreement, dated as of September 1, 2002, between the Company other applicable Law and Mellon Investor Services LLC, as Rights Agent, as amended as described (ii) all requirements set forth in this Agreement (the "Rights Agreement")applicable contracts. A true and complete copy of the Rights Agreement as in effect as As of the date of this Agreement has been made available Agreement, except as set forth in this Section 4.2, there are no outstanding options, warrants or other rights to Cingularsubscribe for, purchase or acquire from the Company or any of its Subsidiaries any capital stock of the Company or securities convertible into or exchangeable or exercisable for capital stock of the Company (and the exercise, conversion, purchase, exchange or other similar price thereof). Section 5.1(b) All outstanding shares of capital stock or other equity interests of the Subsidiaries of the Company are owned by the Company, or a direct or indirect wholly-owned Subsidiary of the Company, are free and clear of all Encumbrances (other than Encumbrances described in Schedule 4.2 of the Company Disclosure Letter contains a true Letter) and complete list have been duly authorized and are validly issued, fully paid and nonassessable (except, in the case of partnerships or limited liability companies, to the extent such non-assessability may be affected by applicable Law of their jurisdictions of formation or organization). Except as of January 31set forth in this Section 4.2, 2004 of and except for stock grants or other awards granted in accordance with Section 6.1(b)(ii), there are outstanding: (IA) the number of outstanding options to purchase no shares of Common Stock Company Capital Stock, Voting Debt or other voting securities of the Company, (B) no securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for shares of Company Capital Stock, Voting Debt or other voting securities of the Company and (C) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which the Company or any Subsidiary of the Company is obligated a party or by which it is bound in any case obligating the Company or any Subsidiary of the Company to honorissue, whether through the issuance of deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of Common Company Capital Stock or otherwise, including those issued under any Voting Debt or other voting securities of the Stock Plans (each, a "Company Option"), or any Subsidiary of 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 receiveCompany, or right obligating the value Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. Other than the Company Voting Agreements and the Company Stockholders Agreement, there are not any stockholder agreements, voting trusts or other agreements to which the Company or any of its Subsidiaries is determined a party or 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 which it is bound relating to the date hereof the Company has not issued voting of any shares of Common Stock except pursuant to capital stock or other equity interest of the exercise Company or any of its Subsidiaries. No Subsidiary of the Company owns any shares of Company Options and the settlement Capital Stock. 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 has any (1) interests in a material joint venture or, directly 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 indirectly, equity securities or other securities of each of the Company's Subsidiaries is duly authorizedsimilar equity interests in any Person or (2) obligations, validly issuedwhether contingent or otherwise, 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 to consummate 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 material additional investment 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 any Person 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 than its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of and 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans ventures listed on Section 5.1(h)(i) Schedule 4.2 of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. 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. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx").

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 the Company are not subject to preemptive 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 Agreementother similar rights. Except as set forth above and pursuant to in Section 3.1(b) of 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 Memorandum, 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 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest 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 which it is bound, in any equity case obligating the Company to issue, deliver, sell, purchase, redeem or similar interest inacquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of its capital stock, any corporation, partnership, joint venture Company Voting Debt or other business voting securities or securities convertible into or exchangeable or exercisable for voting securities of the Company, 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 the Disclosure Memorandum, since December 31, 1996, the 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 Stock Option Plan or the Directors' Stock Option Plan. Section 3.1(b) of the Disclosure Memorandum sets forth the following information with respect to each Company Option and Company Warrant outstanding on the date of this Agreement: (A) the name of the optionee or warrantholder, (B) the number of shares of Company Common Stock subject to such Company Option or Company Warrant, and (C) the exercise price of such Company Option or Company Warrant. None of the Company Options are "incentive stock options" (within the meaning of Section 422 of the Code). There are not as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million and there will not be on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 date of the DoCoMo Investor AgreementShareholders' Meeting any shareholder agreements, and voting trusts or other agreements or understandings to which the rights of DoCoMo pursuant Company is a party or by which it is bound relating to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations voting of any shares of the capital stock of the Company which will limit in any way the solicitation of proxies by or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) behalf of the Company Disclosure Letter) to acquire any such capital stock) from, or other security or equity interest the casting of votes by, the shareholders of the Company or its Subsidiarieswith respect to the Merger. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders True and correct copies of which have the right all agreements relating to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of Warrants and the Company Disclosure Letter contains a true Options and complete list the issuance of each Person (other than Subsidiaries of the Company) in which the Company owns, directly any restricted stock have previously been provided or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")made available to Parent.

Capital Structure. (i) The As of March 22, 2018 (the “Measurement Date”), the authorized capital stock of the Company consists consisted of 10,000,000,000 105,000,000 Shares, of which 63,221,610 Shares (including 663,156 shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstandingrestricted stock), and 1,000,000,000 1,000,000 shares of Preferred Stock, having a par value of $.01 0.01 per shareshare (the “Preferred Shares”), of which, which no shares were outstanding as of the Measurement Date. From the Measurement Date through the date of this Agreement, 207,537 shares of Series C no additional Shares or Preferred Stock and 25,428 shares of Series E Preferred Stock are outstandingShares have been authorized or issued. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. As of the Measurement Date, the Company held 2,443,666 Shares in its treasury, and none of the Subsidiaries of the Company hold or have held any Shares. From the Measurement Date through the date of this Agreement, no additional Shares have been acquired in the Company’s treasury. The Company has no Shares or Preferred Shares reserved for issuance, except that, as of January 31, 2004the Measurement Date, 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 5,096,956 Shares reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares Company Stock Plans. From the Measurement Date until the date of Series A Preferred Stock this Agreement, no additional Shares have been reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as Company Stock Plans. (ii) Section 6.1(b)(ii) 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 Disclosure Schedule sets forth a correct and complete copy list of the Rights Agreement as Company Awards in effect as of the date hereof, including the (A) total number of this Agreement has been made available to Cingular. Section 5.1(bCompany Awards, with subtotals for each type of award, (B) name of each Company Award recipient, (C) name of the Company Disclosure Letter contains a true Stock Plan pursuant to which such Company Award was issued and complete list award type, (D) date of grant, (E) exercise price (as of January 31, 2004 of applicable) and (IF) 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 Shares subject thereto. (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (IIiii) 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 ’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. . (iv) Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as on Section 6.1(b)(iv) 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 Schedule, there are no preemptive rights, participation rights, maintenance rights 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 the Acquired Companies to issue issue, transfer or sell any outstanding shares of capital stock (including Shares) or other securities of the any Acquired 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 SubsidiariesAcquired Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The No outstanding shares of capital stock (including Shares) or other securities of any Acquired Company has made available is subject to Cingular prior to the date any right of this Agreement true and complete copies first refusal or offer in favor of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) . Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor AgreementSupport Agreements, and the rights of DoCoMo pursuant there is no Company Contract relating to the DoCoMo Warrant Agreementvoting or registration of, there are no outstanding contractual obligations of the Company or restricting any of its Subsidiaries to repurchasePerson from purchasing, redeem selling, pledging or otherwise acquire disposing of (or from granting any option or similar right with respect to), any shares of capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stockincluding Shares) or other security or equity interest securities of the Company or its Subsidiariesany Acquired Company. 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. matter (“Voting Debt”). (v) Except as set forth on Section 5.1(b6.1(b)(v) of the Company Disclosure Letter contains a true and complete list of each Person Schedule, there is no: (other than Subsidiaries A) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the Companycapital stock (including Shares) in or other securities of any of the Acquired Companies; (B) shareholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Company ownsAcquired Companies is or may become obligated to sell or otherwise issue any shares of its capital stock (including Shares) or any other securities; or (C) condition or circumstance that has given or may give rise to, directly or indirectlyhas provided or may provide a basis for, any voting interest that may require the filing assertion of a report claim by any Person to the effect that such Person is entitled to acquire or notification form by Cingular receive any shares of capital stock (including Shares) or other securities of any Affiliate of Cingular under the HartAcquired Companies. (vi) All outstanding Shares, warrants, equity-Scott-Rodino Antitrust Improvements Act based compensation awards (whether payable in equity, cash or otherwise) and other securities of 1976the Acquired Companies have been issued and granted in compliance with: (A) all applicable securities Laws, as amended the Code and all other applicable Laws; and (the "XXX Xxx")B) all requirements set forth in applicable Contracts and any applicable Company Stock Plan.

Capital Structure. (i) 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, Stock and 1,000,000,000 1,000,000 shares of Preferred Stockpreferred stock, par value $.01 .001 per share (the “Company Preferred Stock”). As of the close of business on September 24 2007, (A)(1) 15,153,410 shares of Company Common Stock were issued and outstanding (including shares held in treasury), (2) 2,295,375 shares of Company Common Stock were reserved for issuance upon the exercise or payment of stock options outstanding on such date, with a weighted average exercise price of $5.66 per share, and no shares of whichCompany Common Stock were reserved for issuance upon the exercise or payment of stock units or other equity-based incentive awards granted pursuant to any plans, as agreements or arrangements of Company and outstanding on such date (collectively, the “Company Stock Awards”), (3) no shares of Company Common Stock were reserved for issuance upon the conversion of any convertible notes, (4) no shares of Company Common Stock were reserved for issuance upon exercise of the date of this Agreement, 207,537 Company Warrants and (5) no shares of Series C Company Common Stock were held by Company in its treasury or by its Subsidiaries; and (B) no shares of Company Preferred Stock and 25,428 were outstanding or reserved for issuance. All outstanding shares of Series E Preferred Company Common Stock are outstanding. 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 reserved for issuance, except that, as non-assessable and not subject to preemptive rights. (ii) Section 3.2(b)(ii) 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 Disclosure Schedule sets forth a complete and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated accurate list as of September 124, 20022007 of each Company Option then outstanding, between the name of the holder thereof, the number of shares of Company Common Stock subject to such Company Option and Mellon Investor Services LLCthe exercise or purchase price (if any) and the expiration date thereof. As of September 24, as Rights Agent2007, as amended as Company had no Company Warrants then outstanding. (iii) No Voting Debt of Company is issued or outstanding. (iv) Except for (A) this Agreement, (B) outstanding Company Stock Awards described in this Agreement paragraph (the "Rights Agreement"). A true i) above, and complete copy of the Rights Agreement as in effect as of (C) agreements entered into and securities and other instruments issued after the date of this Agreement has been made available as permitted by Section 4.2, there are no options, warrants, calls, rights, commitments or agreements of any character to Cingular. Section 5.1(b) which Company or any Subsidiary 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 a party or by which it or any such Subsidiary is bound obligating Company or any Subsidiary of Company to honorissue, whether through the issuance of shares of Common Stock deliver 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 receivesell, or right the value of which is determined by reference tocause to be issued, shares of Common Stockdelivered or sold, 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 additional shares of capital stock or other securities any Voting Debt or stock appreciation rights or ownership interests 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 of any Subsidiary of the CompanyCompany or obligating Company or any Subsidiary of Company to grant, free and clear of extend or enter into any Liensuch option, warrant, call, right, commitment or agreement. 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 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 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. (iix) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock stock, voting securities or ownership interest of Company or any of its Subsidiaries or (or options (other than options issued y) pursuant to which Company Compensation and Benefits Plans or any of its Subsidiaries is or could be required to register shares of Company Common Stock or other securities under the Securities Act, except any such contractual obligations entered into after the date hereof as permitted by Section 4.2 or as listed on in Section 5.1(h)(i3.2(b)(iv) of the Company Disclosure LetterSchedule. (v) Since September 24, 2007, except as permitted by Section 4.2, Company has not (A) issued or permitted to acquire be issued any such shares of capital stock) , stock appreciation rights or other security securities exercisable or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (exchangeable for or convertible into shares of capital stock, of Company or exercisable for securities having any of its Subsidiaries, other than pursuant to and as required by the right terms of Company Stock Awards granted prior to votethe date hereof (or awards granted after the date hereof in compliance with Sections 4.2(c) with and 4.2(k)); (B) repurchased, redeemed or otherwise acquired, directly or indirectly through one or more Company Subsidiaries, any shares of capital stock of Company or any of its Subsidiaries; or (C) declared, set aside, made or paid to the stockholders of Company dividends or other distributions on the Company on any matter. Section 5.1(b) outstanding shares of the Company Disclosure Letter contains a true and complete list capital stock of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx").

Capital Structure. (i) The As of the Effective Time, the authorized capital stock of the Company consists will consist of 10,000,000,000 100,000,000 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 per share. At the close of business on October 27, of which1997, as of the date of this Agreement, 207,537 (i) 15,732,191 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 were issued and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreementoutstanding, 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 free of preemptive rights, (ii) 21,555,068 shares of Company Common Stock were held in the treasury of the Company or by a direct or indirect wholly-owned Subsidiary the Subsidiaries of the Company, free and clear (iii) not more than 2,564,130 shares of Company Common Stock were reserved for future issuance pursuant to the Company's 1993 Stock Incentive Plan, 1993 Directors' Stock Option Plan and 1996 Directors' Stock Compensation Plan, or pursuant to any Lienplans assumed by the Company in connection with any acquisition, business combination or similar transaction (collectively, the "Company Stock Plans"). 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 , except for stock options covering not in excess of 1,219,532 shares of Company Common Stock issued under the Company Stock Plans (collectively, the "Company Stock Options") and pursuant to securities issuable under 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 Parent1996 Directors' Stock Compensation Plan, the Company and DoCoMo (the "DoCoMo Investor Agreement") 1994 Employee Stock Purchase Plan and the DoCoMo Warrant AgreementCompany Rights Plan (as hereinafter defined), 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 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 into or exchangeable into or exercisable forfor such capital stock, 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which obligating the Company or any of its Subsidiaries owns to grant, extend or enter into any equity such option, warrant, call, right or similar interest agreement. Except as disclosed in the Company SEC Documents filed prior to the date hereof (as hereinafter defined), since October 27, 1997, the Company has not issued any shares of its capital stock, or any interest securities convertible into or exchangeable or exercisable for any equity or similar interest insuch capital stock, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on shares issued in the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo ordinary course pursuant to the DoCoMo Warrant Company Stock Plans and the accompanying rights issued pursuant to the Company Rights Agreement. Except as disclosed in the Company SEC Documents filed prior to the date hereof, there are no outstanding contractual obligations of the Company or any of its the Company's Subsidiaries to (i) restricting the transfer of, (ii) affecting the voting rights of, (iii) requiring the repurchase, redeem redemption or otherwise acquire disposition of, (iv) requiring the registration for sale of, or (v) granting any preemptive or antidilutive right with respect to, any shares of Company Common Stock or any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of any Subsidiary of the Company. Each outstanding share of capital stock of each Subsidiary of the Company Disclosure Letter) that is a corporation is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights, and except as disclosed in the Company SEC Documents filed prior to acquire any the date hereof, each such capital stock) or other security or equity interest of share is owned by the Company or its Subsidiaries. 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. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries another Subsidiary of the Company) in which the Company owns, directly or indirectlyfree and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and other encumbrances of any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")nature whatsoever.

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 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. 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. Section 5.1(b) of the The Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company ownsdoes not own, directly or indirectly, any voting interest that may would require the a filing of a report or notification form by Cingular Parent or any Affiliate of Cingular “Affiliate” (as defined in Rule 12b-2 under the HartSecurities Exchange Act of 1934, as amended (the “Exchange Act”)) of Parent under the Xxxx-ScottXxxxx-Rodino Xxxxxx Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"“HSR Act”).

Capital Structure. (i) The authorized share capital stock of the Company consists of 10,000,000,000 shares of 3,000,000,000 Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Shares and 1,000,000,000 shares of Preferred Stockundesignated shares, par value $.01 0.01 per shareshare (the “Company Undesignated Shares”). At the close of business on November 20, 2020 (the “Company Measurement Date”), (A) 421,705,534 Company Common Shares were issued and outstanding (of which, (1) 25,219,470 Company Common Shares were held by the Employee Benefit Trust (as defined in the Company Disclosure Letter) and (2) 396,486,064 were held by other shareholders), (B) 58,660,567 Company Common Shares were held by the Company in its treasury, (C) no Company Undesignated Shares were issued and outstanding, (D) 4,738,854 Company Common Shares were subject to issuance pursuant to Company RSU Awards, (E) 1,426,313 Company Common Shares were subject to issuance pursuant to Company PSU Awards (assuming satisfaction of the date of this Agreementany performance vesting conditions at target levels), 207,537 shares of Series C Preferred Stock (F) 199,674 Company Common Shares were subject to issuance pursuant to Company DSU Awards and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding (G) 468,314 Company Common 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 subject to issuance pursuant to outstanding awards under the Company's Amended Company Options. (ii) All issued and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 outstanding 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 are, and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase all shares of Common Stock which the Company is obligated to honorthat may be issued as permitted by this Agreement or otherwise shall be, whether through the issuance of shares of Common Stock or otherwisewhen issued, 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 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 4.1(c) and except for changes since the Company Measurement Date resulting from the issuance of Company Common Shares pursuant to the Rights Agreement and the Amended and Restated Investor AgreementCompany RSU Awards, dated Company PSU Awards, Company DSU Awards or Company Options, or as of December 20expressly permitted by Section 5.1(a)(iii), 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement"A) and the DoCoMo Warrant Agreement, there are no preemptive not issued or outstanding (x) any shares 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 or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forCompany, or giving any Person a right to subscribe for or acquire, (y) any securities of the Company or any of its Subsidiariessubsidiaries convertible into or exchangeable or exercisable for, and no or based upon the value of, shares or voting 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person or (z) any warrants, calls, options or other than direct and indirect wholly-owned Subsidiaries) in which rights to acquire from the Company or any of its Subsidiaries owns subsidiaries (including any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003subsidiary trust), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries subsidiaries to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for, or based upon the value of, shares or voting securities of the Company, and (B) there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any capital stock (such securities or options (other than options issued to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. The Company Common Shares subject to issuance pursuant to Company Compensation Options issued and Benefits Plans listed on Section 5.1(h)(i) outstanding as of the Company Disclosure Letterdate of this Agreement have a weighted average exercise price of $27.66. (iii) to acquire any such capital stock) There are no voting trusts or other security agreements or understandings to which the Company or any of its subsidiaries is a party with respect to the voting of the shares or other equity interest of the Company or its Subsidiariessubsidiaries. 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 Neither the Company on nor any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list its subsidiaries has granted any preemptive rights, anti-dilutive rights or rights of each Person (other than Subsidiaries of the Company) first refusal, registration rights or similar rights with respect to its shares that are in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")effect.

Capital Structure. (ia) The authorized There are 245,000,000 shares of capital stock of the Company consists authorized, comprised of 10,000,000,000 shares of (i) 200,000,000 Company Common StockShares, of which, as of January 31, 2004, 2,719,301,543 shares which 160,000,000 are outstanding, issued and 1,000,000,000 shares of Preferred Stock, par value $.01 per share, of which, outstanding as of the date hereof and (ii) 45,000,000 Company Preferred Shares, none of this which are issued and outstanding as of the date hereof. As of immediately prior to the issuance of the Series A Preferred Stock of the Company pursuant to the terms of the Debt Exchange Agreement, 207,537 but following the filing of the Company Certificate of Designations (as defined below), in each case as contemplated by the Debt Exchange Agreement, there will be 245,000,000 shares of capital stock of the Company authorized, comprised of (A) 200,000,000 authorized Company Common Shares of which 160,000,000 are and will be issued and outstanding as of immediately prior to the Effective Time and (B) 45,000,000 authorized Company Preferred Shares, of which not more than 6,000,000 shares will be designated and issued as Series C A Preferred Stock and 25,428 shares pursuant to the terms of Series E Preferred Stock are outstandingthe Debt Exchange Agreement as of immediately prior to the Effective Time. All of the issued and outstanding Company Common Shares have been duly authorized and are validly issued, are fully paid and nonassessablenon-assessable, and are not subject to any preemptive rights and have not been issued in violation of any preemptive or similar rights of any Person. 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 As of the date hereof, all of this Agreement has been made available to Cingular. Section 5.1(bthe issued and outstanding Company Common Shares are owned legally and beneficially by the Persons set forth on Schedule 5.5(a) of the Company Disclosure Letter contains a true Schedules. Except for the Company Common Shares and complete list the Company Preferred Shares, no other class in the share capital of the Company is authorized or issued or outstanding. (b) Except as set forth on Schedule 5.5(b) of January 31the Company Disclosure Schedules, 2004 of there are no: (Ii) the number of outstanding options to purchase shares of Company 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 Shares; (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (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 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 rightssubscriptions, options, warrants, rights (including phantom stock rights), calls, commitments, understandings, conversion rights, stock appreciation rightsrights of exchange, redemption rights, repurchase rights, agreements, arrangements, calls, commitments plans or rights other agreements of any kind that obligate providing for the Company purchase, issuance or sale of any share of its Subsidiaries the Company; or (iii) agreements with respect 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 forCommon Shares, 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. 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. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, including any voting interest that may require the filing of a report trust, other voting agreement or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")proxy with respect thereto.

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) 500,000,000 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 (ii) 50,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.01 per shareshare (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Capital Stock”). At the close of whichbusiness on October 26, 2018: 101,996,339 shares of Company Common Stock were issued and outstanding and 435,000 shares of Company Preferred Stock were issued and outstanding, which are designated as “6.00% Series A Perpetual Convertible Preferred Stock” and, as of October 26, 2018, are convertible into 32,402,059 shares of Company Common Stock, both pursuant to the Certificate of Designations filed with the Secretary of State of the State of Delaware on June 30, 2017 (the “Company Certificate of Designations”). As of the date of this Agreement, 207,537 the shares of Series C Preferred Company Common Stock issued and 25,428 outstanding include 2,351,047 shares of Series E Preferred Restricted Stock. 6,660,011 shares of Company Common Stock are outstanding. remained available for issuance pursuant to the Company Stock Plan. (b) All outstanding shares of the outstanding Shares Company Capital Stock have been duly authorized and 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 for issuanceCapital Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts. As of the close of business on October 26, 2018, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended set forth in this Section 4.2 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 Company Certificate of Series A Preferred Stock reserved for issuance pursuant Designations, there are no outstanding options, warrants or other rights to the Amended and Restated Rights Agreementsubscribe for, dated as of September 1, 2002, between purchase or acquire from 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 Capital Stock or Common securities convertible into or exchangeable or exercisable for Company Capital Stock Units(and the exercise, conversion, purchase, exchange or other similar price thereof). 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 of the Company that are owned by the Company Company, or by a direct or indirect wholly-owned Subsidiary of the Company, are free and clear of any Lienall Encumbrances, other than Permitted Encumbrances, and have been duly authorized and are validly issued, fully paid and non-assessable. As of December 31, 2003, the aggregate Liquidation Preference Except for the Series C Preferred Stock or as set forth in this Section 4.2, and Series E Preferred Stock is $291 million except for changes since October 26, 2018 resulting from the exercise of stock options outstanding at such date (and such Liquidation Preference may vary from time to time only the issuance of shares thereunder), or stock grants or other awards granted 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 6.1(b)(ii), there are outstanding: (A) 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 Company Capital Stock, (B) no Voting Debt, (C) no securities of the Company or any Subsidiary of its Subsidiaries or any securities or obligations the Company convertible into or exchangeable into or exercisable forfor shares of Company Capital Stock or Voting Debt, and (D) no options, warrants, calls, rights (including preemptive rights), commitments or giving any Person a right agreements to subscribe for or acquire, any securities of which 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. (ii) Section 5.1(b) Subsidiary of the Company Disclosure Letter sets forth is a party or by which it is bound in any case obligating the name Company or any Subsidiary of each Person (the Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of Company Capital Stock or any Voting Debt or other voting securities 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. Other than direct and indirect wholly-owned Subsidiaries) in the Stockholders’ Agreement, there are not any stockholder agreements, voting trusts or other agreements to which the Company or any of its Subsidiaries owns is a party or by which it is bound relating to the voting of any shares of the Company Capital Stock or any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the Company’s Subsidiaries. As of the date of this Agreement Agreement, the Company has no (1) material joint venture or other similar material equity interests in each case any Person or (2) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans its joint ventures listed on Section 5.1(h)(i) Schedule 4.2 of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. 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. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx").

Capital Structure. (ia) The authorized capital stock of the Company consists of 10,000,000,000 100,000,000 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 5,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.01 per shareshare (the “Company Preferred Stock” and together with the Company Common Stock, the “Company Capital Stock”). At the close of whichbusiness on December 31, 2016, (i) 32,240,404 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Preferred Stock were issued and outstanding, (iii) 4,485,836 shares of Company Common Stock were reserved and available for issuance pursuant to the Company Stock Plans and (iv) 612,813 shares of Company Common Stock were reserved for issuance under the Company Employee Stock Purchase Plan (the “Company ESPP”). At the close of business on December 31, 2016, there were (A) 819,764 shares issuable upon settlement of outstanding Company RSUs and (B) 97,912 shares potentially issuable under outstanding Company PSUs. Except as set forth in this Section 4.03(a), at the close of business on December 31, 2016, no shares of capital stock or voting securities of, or other equity interests in, the Company were issued, reserved for issuance or outstanding. From the close of business on December 31, 2016 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 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 voting securities of, or other equity interests in, the Company, other than the issuance of Company Common Stock upon the settlement of Company RSUs or Company PSUs outstanding at the close of business on December 31, 2016 and in accordance with their terms in effect at such time. Except as set forth above in this Section 4.03(a), there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock of the Company or any Company Subsidiary or any securities of each the Company or any Company Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary, (y) any warrants, calls, options or other rights to acquire from the Company or any Company Subsidiary, or any other obligation of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary or (z) any rights issued by or other obligations of the Company or any Company Subsidiary that are linked in any way to the price of any class of Company Capital Stock or any shares of capital stock of any Company Subsidiary, the value of the Company's Subsidiaries is , any Company Subsidiary or any part of the Company or any Company Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of the Company or any Company Subsidiary (whether payable in cash, stock or otherwise). (b) All outstanding shares of Company Common Stock are, and all shares of Company Common Stock that may be issued upon the settlement of Company RSUs and Company PSUs or the Company ESPP, will be, at the time of issuance, 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 or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003Charter, the aggregate Liquidation Preference Company By-laws or any Contract to which the Company is a party or otherwise bound. Except for the Series C Preferred acquisitions, or deemed acquisitions, 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 or other equity securities of the Company in effect on connection with (i) required tax withholding in connection with the date vesting or settlement of this Agreement. Except as set forth above Company RSUs or Company PSUs and the vesting or delivery of other awards pursuant to the Rights Agreement Company Stock Plans and the Amended (ii) forfeitures of Company RSUs 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 AgreementPSUs, there are no preemptive or other not any 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its the Company Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) voting securities or other security or equity interest interests of the Company or its Subsidiariesany Company Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of the last sentence of Section 4.03(a). The Company does not have outstanding any There are no debentures, bonds, debentures, notes or other obligations Indebtedness of the holders Company or of which have any Company Subsidiary having the right to vote (or convertible into or exercisable for securities having the right to vote) with the on any matters on which stockholders of the Company on or any matterCompany Subsidiary may vote (“Company Voting Debt”). Section 5.1(b) Neither the Company nor any of the Company Disclosure Letter contains Subsidiaries is a true and complete list party to any voting agreement with respect to the voting of each Person (any capital stock or voting securities of, or other than Subsidiaries equity interests in, the Company or any Company Subsidiary. Neither the Company nor any of the CompanyCompany Subsidiaries is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of the Company or any of the Company Subsidiaries. There are no stockholder rights plans (or similar plans containing any aspects commonly referred to as a “poison pill”) in under which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act Company Subsidiaries is or may become obligated to sell or otherwise issue any shares of 1976, as amended (the "XXX Xxx")capital stock or any other securities.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 (i) 30,000,000 Shares and (ii) 5,000,000 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, no 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 PlansPreferred Stock"). At the close of business on December 13, 41,748,273 shares of Common Stock 1996: (i) 12,733,467 Shares were issued and outstanding, 1,863,190 Shares were reserved for issuance pursuant to outstanding Company Stock Options, and 4,312,500 Shares were reserved for issuance upon conversion of the DoCoMo Warrant Agreement outstanding Convertible Notes and 50,000,000 (ii) no shares of Preferred Stock were outstanding and 18,909,157 shares of Series A Junior Preferred Stock were reserved for issuance pursuant to under the Amended and Restated Rights Agreement, Agreement dated as of September 1December 12, 2002, 1990 between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement First Chicago Trust Company of New York (the "Rights Agreement"). A true and complete copy Except as set forth above, at the close 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 31business on December 13, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor1996, 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 equity securities of each G:\LEGAL\AGREEMNT\MERGER\PIONEER.4TH 6 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 Company Stock Plan or any outstanding Company Stock Options 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 and pursuant to the Rights Agreement and the Amended and Restated Investor Agreementfor $86,250,000 principal amount of Convertible Notes, 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations indebtedness of the holders Company or any subsidiary of which have the Company having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with on any matters on which the stockholders of the Company on or any matter. Section 5.1(b) subsidiary of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries may vote are issued or outstanding. Except as disclosed in Section 2.2 of the Company) in which Disclosure Schedule dated the date hereof and delivered by the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended to Conseco concurrently herewith (the "XXX XxxDisclosure Schedule"), all the outstanding shares of capital stock of each subsidiary of the Company have been validly issued and are fully paid and nonassessable and are owned by the Company, by one or more subsidiaries of the Company or by the Company and one or more such subsidiaries, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens") except as may be provided by law. Except as set forth above or in Section 2.2 of the Disclosure Schedule, neither the Company nor any subsidiary of the Company has any outstanding option, warrant, subscription or other right, agreement or commitment which either (i) obligates the Company or any subsidiary of the Company to issue, sell or transfer, repurchase, redeem or otherwise acquire or vote any shares of the capital stock of the Company or any subsidiary of the Company or (ii) restricts the transfer of Shares. Except as disclosed in Section 2.2 of the Disclosure Schedule, no issued and outstanding Shares are owned by the Company's subsidiaries.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 (i) 25,000,000 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 (“Preferred Stock”) and (ii) 500,000,000 Shares. As of June 17, 2022: (A) 73,194,171 Shares were issued and outstanding, (B) no shares of whichPreferred Stock were issued and outstanding, (C) 5,636,129 Shares were subject to outstanding Company Options, (D) 2,660,447 Shares were subject to outstanding Company RSU Awards, and (E) 1,245,120 Shares were subject to outstanding Company PSU Awards. Except as set forth in this Section 5.01(b) and for Shares issuable upon the exercise or settlement of Company Equity Awards outstanding on the date hereof or granted following the date hereof pursuant to Section 6.01(b), the Company has no other equity or equity-based interests authorized, issued and/or outstanding. (ii) Section 5.01(b)(ii) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date hereof of this Agreementall outstanding Company Equity Awards granted under the Company Equity Plan or otherwise, 207,537 shares indicating, with respect to each Company Equity Award then outstanding, the type of Series C Preferred Stock award granted, the target number of Shares subject to such Company Equity Award, date of grant, vested status, and 25,428 shares in the case of Series E Preferred Stock any Company Option, the exercise price. Each Company Option was granted in compliance with Section 409A of the Code. (iii) All of the outstanding Shares are outstandingduly authorized and validly issued in accordance with the Company’s organizational documents, as applicable, and are, or will be when issued, fully paid and nonassessable. All of the outstanding Shares have been duly authorized and are validly not been, or will not be when issued, fully paid and nonassessableissued in violation of any applicable securities Laws or preemptive rights, rights of first refusal or other similar rights of any Person. 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 All of the Rights Agreement as issued and outstanding equity interests 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 ’s Subsidiaries is duly authorized, are authorized and validly issued, issued in accordance with the respective organizational documents of such Subsidiaries and are fully paid (to the extent required under such Subsidiaries’ organizational documents) and nonassessable and owned by the have not been issued in violation of any applicable securities Laws or preemptive rights, rights of first refusal or other similar rights of any Person. The Company owns, directly or by a direct or indirect wholly-owned Subsidiary indirectly, all of the Company, outstanding equity interests in each of its Subsidiaries free and clear of all Liens other than (A) transfer restrictions imposed by federal and state securities Laws and (B) any Lien. As of December 31, 2003, transfer restrictions contained in 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 organizational documents of the Company in effect on the date of this Agreement. and its Subsidiaries. (iv) Except as set forth above and pursuant to in the Rights Agreement and the Amended and Restated Investor Agreement, dated as organizational documents 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 Agreementexcept as otherwise provided in Section 5.01(b)(i), there are no preemptive rights or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, phantom equity interests, redemption rights, repurchase rights, agreements, arrangements, calls, subscription agreements, 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 equity interests or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquireacquire or measured by reference to, any securities of equity interests in 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. (iiv) Section 5.1(b) of Neither the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or nor any of its Subsidiaries owns has any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. 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 holders of equity interests in the Company or any of its Subsidiaries on any matter. (vi) There are no voting trusts, voting proxies or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting or registration of the Shares or other equity interest of the Company on or any matter. Section 5.1(bof its Subsidiaries. (vii) Except with respect to the ownership of any equity or long-term debt securities between or among the Company or any of its Subsidiaries, none of the Company Disclosure Letter contains a true and complete list or any of each Person (other than its Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing equity or long-term debt securities of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")Person.

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 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. 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. Section 5.1(b) of the matter ("Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX XxxVoting Debt").

Capital Structure. (ia) 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) consists 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 30,000,000 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 1,000,000 shares of preferred stock of the Company, par value $0.01 per share (“Company Preferred Stock”) . (b) As of the close of business on November 12, 2007: (i) 19,201,939 shares of Company Common Stock subject thereto were issued and outstanding; (including without limitation restricted stock unitsii) (each a "no shares of Company Common Stock Unit"). From January 31, 2004 were held in the treasury of the Company; (iii) no shares of Company Preferred Stock were outstanding (iv) 2,007,700 shares of Company Common Stock were duly reserved for future issuance pursuant to outstanding Company Stock Options pursuant to the date hereof Company’s 1996 Stock Option Plan, as amended to date, and 2006 Incentive and Non-Statutory Stock Option Plans (collectively, the “Company has not issued any Stock Plans”); and (v) 175,000 shares of Company Common Stock except were duly reserved for future issuance pursuant to the exercise of a warrant to purchase shares of Company Options and the settlement of Common Stock Units outstanding (the “Company Warrant”). Except as described above, as of the close of business on January 31, 2004 in accordance with their terms. From January 31, 2004 through the day prior to the date of this Agreementhereof, 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 voting or non-voting capital stock stock, equity interests or other securities of each the Company (“Company Securities”) authorized, issued, reserved for issuance or otherwise outstanding. The Company Warrant shall be automatically exercised pursuant to Section 2(c) of the Company's Subsidiaries is Company Warrant at 5:00 p.m. Eastern Time on the day prior to the Closing Date. (c) All outstanding shares of Company Common Stock are, and all shares which may be issued pursuant to the Company Stock Plans, the Company Stock Options, and the Company Warrant will be, when issued against payment therefor in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable non-assessable, and owned by not subject to, or issued in violation of, any preemptive, subscription or any kind of similar rights. The Company has no outstanding shares of Company Common Stock that are subject to a right of repurchase that will survive the Company Merger. (d) 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 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 described in subsection (the "DoCoMo Investor Agreement"b) 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 (contingent or otherwise) to which the Company is a party or any of its Subsidiaries 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 voting securities of the Company or obligating the Company to issue, grant, extend or enter into any agreement to issue, grant or extend any security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) in any Person. (e) The Company has previously made available to Parent a complete and correct list of the holders of all Company Stock Options and the Company Warrant outstanding as of the date specified therein, including: (i) the date of grant or issuance; (ii) the exercise price; (iii) the vesting schedule and expiration date; and (iv) any other material terms, including any terms regarding the acceleration of vesting. No Company Stock Option (i) has a per share exercise price lower than the fair market value of a share of Company Common Stock on the date of grant of such Company Stock Option, (ii) has had its grant date backdated or (iii) has had its grant date delayed in order to take advantage of the release or other public announcement of material non-public information regarding the Company or its Subsidiaries. (f) All of the issued and outstanding shares of Company Common Stock and the issued and outstanding Company Warrant and Company Stock Options were issued in compliance in all material respects with all applicable federal and state securities Laws and the applicable Company Stock Plan. (g) There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock (or options or warrants to acquire any such shares) or other security or equity interests of the Company, other than rights of repurchase of Company Common Stock pursuant to agreements entered into in connection with the Company Stock Plans between the Company and the holder of such shares of Company Common Stock. Except as described in this Section 3.2, there are no stock-appreciation rights, security-based performance units, phantom stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive 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 Subsidiaries or assets or calculated in accordance therewith (other than ordinary course cash payments or commissions to sales representatives of the Company or any securities of its Subsidiaries based upon revenues generated by them without augmentation as a result of the Transactions) of the Company or obligations convertible to cause the Company or exchangeable into or exercisable forany of its Subsidiaries to file a registration statement under the Securities Act, or giving any Person a right which otherwise relate to subscribe for or acquire, the registration of 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. (iih) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (There are no voting trusts, proxies or other than direct and indirect wholly-owned Subsidiaries) in agreements, commitments or understandings to which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest inor, to the knowledge of the Company, any corporation, partnership, joint venture or other business as of the date stockholders of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as , is a party or by which any of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant them is bound with respect to the DoCoMo Warrant Agreementissuance, there are no outstanding contractual obligations holding, acquisition, voting or disposition of the Company or any shares of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or any of its Subsidiaries. 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. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx").

Capital Structure. (i) The authorized share capital stock of the Company consists of 10,000,000,000 shares 8,000,000,000 Shares. As of Common StockJanuary 28, 2014 (the “Measurement Date”), there were 38,791,834 Shares issued and outstanding (including 3,900 Repurchased Shares and 780,164 Reserved Shares) and no Shares held by any Company Subsidiary. As of whichthe Measurement Date, there were (A) outstanding Company Options to purchase 2,490,273 Shares in the aggregate and (B) outstanding Company Restricted Shares with respect to 192,478 Shares in the aggregate. From the close of business on the Measurement Date until the date of this Agreement, no options or warrants to purchase, or other instruments convertible into, Shares have been granted and no share capital of the Company have been issued, except for (x) Shares issued pursuant to the exercise of Company Options outstanding as of January 31the close of business on the Measurement Date in accordance with their respective terms, 2004or (y) Shares issued upon the vesting and settlement of the Company Restricted Shares outstanding as of the close of business on the Measurement Date, 2,719,301,543 shares are outstanding, in accordance with their respective terms. (ii) Except as set forth above in Section 5.1(c)(i) and 1,000,000,000 shares of Preferred Stock, par value $.01 per share, of whichexcept for the ADSs and the Deposit Agreement, as of the date of this Agreement, 207,537 (A) there are no outstanding (x) shares of Series C Preferred Stock and 25,428 share capital or other securities of the Company, (y) securities of the Company convertible into or exchangeable for shares of Series E Preferred Stock are outstanding. All share capital or other securities of the outstanding Shares have been duly authorized and are validly issuedCompany, fully paid and nonassessable. The or (z) options, restricted share units, restricted shares, phantom shares, warrants, equity equivalent interests in the ownership or earnings of the Company has no Shares reserved for issuanceor the Company Subsidiaries or other similar rights, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant rights or other commitments or agreements to outstanding awards under acquire from the Company's Amended and Restated Long Term Incentive Plan and , or obligations of the Company Adjustment Plan to issue, any shares of share capital or other securities of the Company, or securities convertible into or exchangeable for shares of share capital or other securities of the Company (the "Stock Plans"items in foregoing clauses (x), 41,748,273 shares (y) and (z) are referred to collectively as the “Company Securities”), and (B) there are no outstanding obligations 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 LLCto repurchase, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement")redeem or otherwise acquire any Company Securities. A true and complete copy of the Rights Agreement as in effect as 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 hereof, all outstanding Shares are, and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock all Shares which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those may be 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 outstanding and upon the vesting and settlement of Common Stock Units the Company Restricted Shares outstanding on January 31will be, 2004 when issued in accordance with their terms. From January 31the terms thereof, 2004 through duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. (iii) Each grant of Company Options and Company Restricted Shares was made in accordance with the date terms of this Agreementthe applicable Company Plan, neither and all applicable Laws in all material respects, and in compliance with the rules and regulations of the NASDAQ Global Market LLC (“NASDAQ”) in all material respects. (iv) All of the issued and outstanding shares or other equity interests of each of the Company nor any Subsidiaries are owned by the Company or another Company Subsidiary, free and clear 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 Plansall Liens (other than Permitted Liens). Each of the outstanding shares of capital stock or other securities equity interests of each of the Company's Company Subsidiaries (other than the PRC Subsidiaries) is duly authorized, validly issued, fully paid and nonassessable non-assessable (in each case, to the extent applicable). The registered capital of each PRC Subsidiary has been duly paid up (whether fully or partially) in accordance with PRC Law and owned its respective articles of association. There are no options, warrants, convertible securities or other agreements or commitments, in each case issued by the Company or by a direct any Company Subsidiary, relating to the issuance, transfer, sales, voting or indirect wholly-owned Subsidiary redemption (including any rights of conversion or exchange under any outstanding security or other instrument) for any of the Companyshare capital or other equity interests of, free and clear of or other ownership interests in, any LienCompany Subsidiary. 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 the Company Subsidiaries and except as set forth above and pursuant to may be classified as short-term investments on the Rights Agreement and consolidated balance sheets of the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former ParentCompany, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreementdoes not own, there are no preemptive directly or other outstanding rightsindirectly, 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 share capital stock of, or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forequity interest 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 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exercisable or exchangeable or exercisable for any shares of share capital of, or other equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests Person that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant is material to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations business of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. 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. Section 5.1(b) of the Company Disclosure Letter contains taken as a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")whole.

Capital Structure. (ia) 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, 75,000,000 Shares and 1,000,000,000 5,000,000 shares of Preferred Stock, par value $.01 .001 per shareshare (the “Company Preferred Stock,” and together with the Company Common Stock, of which, as the “Company Capital Stock”). As of the date of this Agreementhereof, 207,537 (a) 12,212,872 Shares, and no shares of Series C Company Preferred Stock Stock, were issued and 25,428 outstanding, (b) 22,164 Shares were subject to issuance pursuant to a deferred stock plan, (c) 630,211 Shares, and no shares of Series E Company Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issuedStock, 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 shares of Common Stock d) 5,830,842 Shares were reserved for issuance pursuant to the DoCoMo Warrant Agreement Company Option Plans (of which 958,428 Shares were subject to outstanding Company Employee Stock Options, 908,181 Shares of which were subject to outstanding Company Employee Stock Options having an exercise price less than the Offer Price (“In-the-Money Options”)), and 50,000,000 shares (e) the weighted average exercise price 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 all such In-the-Money Options was $8.13 per Share. (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. b) Section 5.1(b4.03(b) of the Company Disclosure Letter contains sets forth a true and complete full list as of January 31all outstanding Company Employee Stock Options, 2004 including in each case the name of (I) the Person to whom such options have been granted, 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 option, the per share 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 Stockfor each option, the date vesting schedule for each option and whether such option automatically terminates in the event of grant and number a change in control of shares the Company. Except as set forth above, as 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 31hereof, 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. (c) Except as set forth in Section 4.03(c) of the Company's Subsidiaries is Company Disclosure Letter, all outstanding shares of Company Capital 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 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 or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003Charter, the aggregate Liquidation Preference for Company By-laws or any Contract to which the Series C Preferred Stock and Series E Preferred Stock Company is $291 million and such Liquidation Preference may vary from time to time only a party or otherwise bound. Except as set forth in accordance with the certificate of incorporation Section 4.03(c) of the Company in effect on Disclosure Letter, there are no Company Voting Debts or Company SARs 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, 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 (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 any Company Subsidiary or any Company Voting Debt, (ii) obligating 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 Subsidiaries to issue, grant, extend 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible enter into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30option, 2003)warrant, that Person's jurisdiction of incorporation call, right, security, commitment, Contract, arrangement or organization and the percentage of and kind of interest owned. undertaking or (iii) Other than 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 DoCoMo pursuant to Company Capital Stock. Except as set forth in Section 4.3 4.03(c) of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant AgreementCompany Disclosure Letter, there are no (A) outstanding contractual obligations of the Company or any of its Subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The any Company does not have outstanding any bondsSubsidiary, debentures, notes or (B) voting trusts or other obligations agreements or understandings to which the holders Company or any Company Subsidiary is a party with respect to the voting or transfer of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders capital stock of the Company on or any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries Subsidiaries. Except for the Tender Agreement, to the Knowledge of the Company, there are no irrevocable proxies and no voting Contracts (or Contracts to execute a written consent or a proxy) in which the with respect to any shares of Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular Capital Stock or any Affiliate other voting securities of Cingular the Company. (d) No participant in the ESPP has any accumulated contributions with respect to the ESPP, and there will be no issuance of Shares under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (ESPP. No Shares have been acquired through the "XXX Xxx")ESPP.

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 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of obligating the Company or any of its Subsidiaries to repurchasegrant, redeem extend or otherwise acquire enter into any such option, warrant, call, right, put or agreement. True, complete and correct copies of the Company Charter and Company Bylaws have been delivered to Parent. (b) Each outstanding share of capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(ivoting security or equity equivalent) of each Significant Subsidiary of the Company Disclosure Letter) to acquire any is duly authorized, validly issued, fully paid and nonassessable, and each such capital stock) share (or other voting security or equity interest of equivalent) is owned by the Company or its Subsidiariesanother Subsidiary of the Company, free and clear of all Liens other than such Liens which (individually or in the aggregate) are not material. The Company does not have any 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. Section 5.1(b3.2(b) of the Company Disclosure Letter contains a true true, accurate and complete list correct statement in all material respects of each Person Exhibit 21 if it were dated as of March 15, 2001. (c) The Company and its Subsidiaries have no mandatory obligations, contingent or otherwise, to provide financing to or make any investment in (in the form of a mandatory loan, capital contribution or similar payment) any person or entity (other than Subsidiaries wholly-owned subsidiaries) except (i) in the case of such persons and entities other than Modem Media, Inc. for obligations (A) involving no more than $15 million in the aggregate or (B) as disclosed in the Company SEC Documents (as hereinafter defined) or in Section 3.2(c) of the CompanyCompany Letter and (ii) in which the case of Modem Media, Inc., the guarantees referenced in Section 3.2(d) of the Company ownsLetter. (d) Section 3.2(d) of the Company Letter discloses all the agreements that the Company has with Modem Media, directly Inc. and all guarantees, indemnities and other forms of credit support that the Company and its Subsidiaries have undertaken in respect of liabilities and obligations incurred by Modem Media, Inc. (e) Except as set forth in Section 3.2(e) of the Company Letter, neither the Company nor any of its Subsidiaries is a party to any agreement with Modem Media, Inc. that restricts the acquisition or indirectlydisposition of shares of Modem Media, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")Inc. other than agreements with regard to restrictions relating to compliance with applicable securities laws.

Capital Structure. (ia) The As of the Execution Date, the authorized capital stock of the Company Purchaser consists of 10,000,000,000 (i) 2,000,000,000 shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 (ii) 100,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.01 per shareshare (“Preferred Stock” and, together with the Common Stock, the “Capital Stock”). At the close of whichbusiness on October 30, as of 2019 (the date of this Agreement, 207,537 “Measurement Date”): (A) 416,740,907 shares of Series C Common Stock were issued and outstanding and (B) no shares of Preferred Stock were issued and 25,428 outstanding. (b) All outstanding 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 nonassessablenon-assessable and were not issued in violation of any Right. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to All 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 have been issued and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended granted in compliance in all material respects with (i) applicable securities Laws and Restated Rights Agreement, dated as of September 1, 2002, between the Company other applicable Law and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement")ii) Purchaser’s Organizational Documents. A true and complete copy As of the Rights Agreement as in effect as close of business on the date of this Agreement has been made available Measurement Date, there are no outstanding options, warrants or other rights to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31subscribe for, 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, acquire from Purchaser 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 any capital stock of Purchaser or issued any Company Options securities convertible into or Common Stock Unitsexchangeable or exercisable for capital stock of Purchaser (and the exercise, conversion, purchase, exchange or other similar price thereof). 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 equity interests of the Company's Subsidiaries is of Purchaser that are owned by Purchaser, or a direct or indirect wholly-owned Subsidiary of Purchaser, are free and clear of all Encumbrances, other than Permitted Encumbrances, and have been duly authorized, validly issued, fully paid and nonassessable nonassessable. Except for changes since the Measurement Date resulting from the exercise of stock options outstanding at such date (and owned by the Company issuance of shares of Common Stock thereunder, which were reserved for issuance as set forth in Section 5.2(a)), or by a direct stock grants 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 other awards granted 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 6.2(b)(ii), there are outstanding: (A) no preemptive shares of Capital Stock, (B) no Voting Debt or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights voting securities; (C) no securities of any kind that obligate the Company Purchaser or any Subsidiary 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest Purchaser convertible into or exchangeable or exercisable for any equity shares of Capital Stock or similar interest in, any corporation, partnership, joint venture Voting Debt or other business as voting securities of Purchaser, and (D) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which Purchaser or any Subsidiary of Purchaser is a party or by which it is bound in any case obligating Purchaser or any Subsidiary of Purchaser 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 Purchaser, or obligating Purchaser or any Subsidiary of Purchaser to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There are not any stockholder agreements, voting trusts or other agreements to which Purchaser or its Subsidiaries is a party or by which it is bound relating to the voting of any shares of Capital Stock or other equity interest of Purchaser or its Subsidiaries. No Subsidiary of Purchaser owns any shares of Common Stock or any other shares of Common Stock. As of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30Execution Date, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or neither Purchaser nor any of its Subsidiaries holds, or has a commitment to repurchaseacquire, redeem or otherwise acquire any capital stock (or options (Interests of any Person other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. 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. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than wholly-owned Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx").

Capital Structure. (ia) The authorized capital stock of the Company consists of 10,000,000,000 400,000,000 shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstandingpar value $0.001 per share (“Company Common Stock”), and 1,000,000,000 20,000,000 shares of Preferred Stock, par value $.01 0.001 per shareshare (together with Company Common Stock, “Company Capital Stock”). At the close of whichbusiness on December 16, 2022 (the “Company Capitalization Date”), (i) 40,329,925 shares of Company Common Stock were issued and outstanding (including 668,563 Company Restricted Shares), (ii) 811,374 shares of Company Common Stock were reserved and available for issuance pursuant to the Company Warrant Certificate, (iii) 8,383,647 shares of Company Common Stock were reserved and available for issuance pursuant to the Company Stock Plans, including 5,231,467 shares of Company Common Stock issuable upon the exercise of outstanding Company Stock Options (whether or not presently exercisable and, solely for Company Stock Options subject to performance goals, assuming full achievement of the applicable performance goals). In addition, there are 779,800 shares of Company Common Stock that are reserved and available for issuance pursuant to the Company ESPP as of the Company Capitalization Date. As of the date of this Agreement, 207,537 no outstanding offering periods have commenced under the Company ESPP. Except as set forth in this Section 5.03(a), at the close of business on the Company Capitalization Date, no shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of capital stock or voting securities of, or other equity interests in, the outstanding Shares have been duly authorized and are validly Company were 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 or outstanding. From the DoCoMo Warrant Agreement and 50,000,000 shares close of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between business on 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 Capitalization Date 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 there have been no issuances by 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 voting securities of, or other securities equity interests in, the Company, other than the issuance of each Company Common Stock upon the exercise of the Company's Subsidiaries is Company Stock Options outstanding at the close of business on the Company Capitalization Date. (b) All outstanding shares of Company Capital Stock are, and, at the time of issuance, all such shares that may be issued upon the exercise of Company Stock Options will be, 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 or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003Charter, 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 Company Bylaws or any Contract to time only in accordance with the certificate of incorporation of which the Company in effect on the date of this Agreementis a party or otherwise bound. Except as set forth above and pursuant to in this Section 5.03 or resulting from the Rights Agreement exercise of Company Stock Options (and the Amended and Restated Investor Agreementissuance of shares of Company Capital Stock thereunder), 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 or stock grants or other awards granted in accordance with this Agreement, there are no preemptive issued, reserved for issuance or other outstanding, and there are no 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 obligations of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (i) any capital stock of its Subsidiaries the Company or any securities Company Subsidiary 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest Subsidiary convertible into or exchangeable or exercisable for any shares of capital stock or voting securities of, or other equity or similar interest interests in, the Company or any corporationCompany Subsidiary, partnership(ii) any warrants, joint venture calls, options or other business as rights to acquire from the Company or any Company Subsidiary, or any other obligation of the date of this Agreement (in each case Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other than equity interests in, the Company or any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation Company Subsidiary or organization and the percentage of and kind of interest owned. (iii) any rights issued by or other obligations of the Company or any Company Subsidiary that are linked in any way to the price of any class of the Company Capital Stock or any shares of capital stock of any Company Subsidiary, the value of the Company, any Company Subsidiary or any part of the Company or any Company Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of the Company or any Company Subsidiary. Other than (A) the rights acquisition by the Company of DoCoMo pursuant shares of Company Common Stock in connection with the surrender of shares of Company Common Stock by holders of Company Stock Options in order to Section 4.3 pay the exercise price thereof, (B) the withholding of the DoCoMo Investor Agreement, and the rights shares of DoCoMo Company Common Stock to satisfy Tax obligations or payment of an exercise price with respect to awards granted pursuant to the DoCoMo Company Stock Plans, (C) the acquisition by the Company of awards granted pursuant to the Company Stock Plans in connection with the forfeiture of such awards and (D) obligations pursuant to the Company Warrant AgreementCertificate, there are no not any outstanding contractual obligations of the Company or any of its the Company Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) voting securities or other security or equity interest interests of the Company or its Subsidiariesany Company Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (i), (ii) or (iii) of the immediately preceding sentence. The Company does not have outstanding any There are no bonds, debentures, notes or other obligations Indebtedness of the holders of which have Company having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with the on any matters on which stockholders of the Company on may vote (collectively, “Company Voting Debt”). Neither the Company nor any matterof the Company Subsidiaries is a party to (1) any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, the Company or (2) any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of the Company or any of the Company Subsidiaries. None of the Company or any Company Subsidiary has a “poison pill” or similar equityholder rights plan. (c) Section 5.1(b5.03(c) of the Company Disclosure Letter contains accurately sets forth the following information with respect to each Company Equity Award outstanding as of the Company Capitalization Date: (i) the Company Stock Plan (if any) pursuant to which such Company Equity Award was granted; (ii) the name (or other unique identifier) of the holder of such Company Equity Award; (iii) the number of shares of Company Common Stock subject to such Company Equity Award (including, for Company Equity Awards subject to performance-based vesting requirements, the maximum number of shares of Company Common Stock); (iv) the exercise price (if any) of such Company Equity Award; (v) the grant date of such Company Equity Award; (vi) the applicable vesting schedule or vesting date, and the extent to which such Company Equity Award is vested or exercisable; (vii) the date on which such Company Equity Award expires; and (viii) if such Company Equity Award is a true Company Stock Option, whether it is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Company has made available to Parent accurate and complete list copies of all Company Stock Plans, if not granted under an equity plan, such other Contract, pursuant to which any Company Equity Awards are outstanding as of the date of this Agreement, and the forms of all Company Equity Award agreements evidencing such Company Equity Awards as of the date of this Agreement. The exercise price of each Person Company Stock Option is no less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Stock Option. All grants of Company Equity Awards were recorded on the Company’s financial statements (other than Subsidiaries including any related notes thereto) contained in all reports filed with the SEC in accordance with GAAP, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Company Equity Awards have been issued and granted in compliance in all material respects with the terms of the Companyapplicable Company Stock Plan and all applicable Laws. (d) in which the No Company owns, directly or indirectly, Subsidiary owns any voting interest that may require the filing shares of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")Company Common Stock.

Capital Structure. (ia) The As of the entry into this Agreement, the authorized capital stock of the Company consists of 10,000,000,000 (i) 299,589,834 shares of Company Class A Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 (ii) 410,166 shares of Preferred StockCompany Class B Common Stock and (iii) 50,000,000 shares of preferred stock, par value $.01 0.01 per shareshare (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Capital Stock”). At the close of whichbusiness on August 14, 2024: (A) 18,103,020 shares of Company Class A Common Stock were issued and outstanding, 257 shares of Company Class B Common Stock were issued and outstanding and no shares of Company Preferred Stock were issued and outstanding; (B) 12,701,416 shares of Company Common Stock were treasury stock; (C) 159,472 shares of Company Common Stock were reserved for issuance upon the vesting of outstanding Company RSU Awards; (D) 405,658 shares of Company Common Stock were reserved for issuance upon the vesting of outstanding Company PSU Awards, assuming maximum performance; and (E) 1,155,105 shares of Company Common Stock remained available for issuance pursuant to the Company’s 2016 Omnibus Incentive Plan, as of amended from time to time (“Company Equity Plan”). There are no warrants or similar rights exercisable or otherwise outstanding under the date of this Company Warrant Agreement, 207,537 and there are no Company Convertible Notes outstanding. (b) All outstanding shares of Series C Preferred Company 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 and are not subject to preemptive rights. As of the close of business on August 14, 2024, except as set forth in this Section 4.2, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company or any of its Subsidiaries any Company Capital Stock or securities convertible into or exchangeable or exercisable for Company Capital Stock (and the exercise, conversion, purchase, exchange or other similar price thereof). All outstanding shares of capital stock or other equity interests of the Subsidiaries of the Company are owned by the Company, or a direct or indirect wholly owned Subsidiary of the Company, are free and clear of all Encumbrances and have been duly authorized, validly issued, fully paid and nonassessable. The Except as set forth in this Section 4.2, and except for changes since August 14, 2024 resulting from (i) stock grants or other awards granted, repurchased or redeemed in accordance with Section 6.1(b)(ii) in each case following the entry into this Agreement, (ii) the vesting and settlement of Company has no Shares reserved for issuance, except that, as Equity Awards or (iii) the conversion of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under of Company Class B Common Stock into shares of Company Class A Common Stock at the option of any holder of Company Class B Common Stock in accordance with the terms of 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 ’s Organizational Documents as in effect as of the date entry into this Agreement, there are outstanding: (A) no shares of Company Capital Stock, Voting Debt or other voting securities of the Company, (B) no securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for or valued by reference to shares of Company Capital Stock, Voting Debt or other voting securities of the Company and (C) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to 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 Company Capital Stock or any Voting Debt or other voting securities of the Company or any of its Subsidiaries, or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement or obligating Parent to issue additional shares of Parent Common Stock at the Effective Time pursuant to the terms of this Agreement has Agreement. There are no dividends or distributions that have been made available declared by the Company with respect to Cingularthe Company Common Stock that have not been paid by the Company. Section 5.1(bThere are no stockholder agreements, voting trusts or other agreements to which the Company or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of capital stock or other equity interest of the Company or any of its Subsidiaries. No Subsidiary of the Company owns any shares of the Company Capital Stock. (c) Schedule 4.2(c) of the Company Disclosure Letter contains sets forth a true and complete list of each Subsidiary of the Company that constitutes a “significant subsidiary” of the Company as defined in Rule 1-02(w) of Regulation S-X promulgated by the SEC 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 otherwiseentry into this Agreement, 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 its 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 equity interests and the settlement owners thereof. As of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of entry into this Agreement, neither the Company nor any of its Subsidiaries have granted has any (i) interests in a material joint venture or, directly 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 indirectly, equity securities 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 similar equity interests in 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 Person 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 than 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each obligations, whether contingent or otherwise, to consummate any material additional investment in any Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, and its joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans ventures listed on Section 5.1(h)(iSchedule 4.2(c) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. 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. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx").

Capital Structure. (i) The As of the date of this Agreement, the authorized capital stock of the Company consists of 10,000,000,000 (A) 120,000,000 shares of Company Common Stock and (B) 3,000,000 shares of preferred stock, no par value (“Company Preferred Stock,” and, together with the Company Common Stock, the “Company Capital Stock”). At the close of whichbusiness on January 23, 2017 (the “Capitalization Reference Date”), (1) 51,219,000 shares of Company Common Stock were issued and outstanding, (2) no shares of Company Preferred Stock were issued and outstanding, (3) 2,747,260 shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Plans, of which 281,341 shares of Company Common Stock were subject to issuance upon the vesting of Pre-Signing Company Equity Awards based on achievement of target level performance, and (4) no Voting Debt was issued and outstanding. All outstanding shares of Company Common Stock are validly issued, fully paid and non-assessable and are not subject to any preemptive rights. (ii) Section 3.1(b)(ii) of the Company Disclosure Schedule sets forth, as of January 31the Capitalization Reference Date, 2004a complete and correct list of all outstanding Pre-Signing Company Equity Awards, 2,719,301,543 including the holder, date of grant, exercise price (if applicable), vesting schedule, performance period and number of shares of Company Capital Stock (based on target performance) or performance units (including the target dollar value per unit) subject thereto. (iii) Except as set forth in this Section 3.1(b), and except for changes since the Capitalization Reference Date resulting from the vesting or settlement of Pre-Signing Company Equity Awards, as of the date hereof, (A) there are no outstanding shares of Company Capital Stock or any other equity interests in the Company, (B) there is no Voting Debt issued and outstanding, and 1,000,000,000 (C) there are no securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for shares of Preferred Company Capital Stock, par value $.01 per shareVoting Debt or other equity interests in the Company or in any Subsidiary of the Company and (D) there are no options, warrants, calls, rights (including preemptive rights), or Contracts to which the Company or any Subsidiary of whichthe Company is a party or by which it is bound in any case obligating the Company or any Subsidiary of the Company to issue, as deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, shares of Company Capital Stock (or any other equity interests in the Company), any Voting Debt or any other equity interests in 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. (iv) As of the date of this Agreement, 207,537 the authorized capital stock of the Regulated Utility Subsidiary consists of (A) 80,000,000 shares of Series C common stock of the Regulated Utility Subsidiary, par value $1.00 per share (“Regulated Utility Subsidiary Common Stock”), and (B) 1,500,000 shares of preferred stock, no par value (“Regulated Utility Subsidiary Preferred Stock”, and, together with the Regulated Utility Subsidiary Common Stock and any other capital stock of Regulated Utility Subsidiary, the “Regulated Utility Subsidiary Capital Stock”). At the close of business on the Capitalization Reference Date, (1) 46,479,536 shares of Regulated Utility Subsidiary Common Stock were issued and outstanding, all of which were held by the Company, (2) 70,600 shares of $4.25 series Regulated Utility Subsidiary Preferred Stock were issued and 25,428 outstanding, (3) 150,000 shares of Series E $4.80 series Regulated Utility Subsidiary Preferred Stock are were issued and outstanding and (4) 60,000 shares of $5.00 series Regulated Utility Subsidiary Preferred Stock were issued and outstanding. All outstanding shares of the outstanding Shares have been duly authorized and Regulated Utility Subsidiary Preferred Stock are validly issued, fully paid and nonassessablenon-assessable and are not subject to any preemptive rights. The Company has no Shares reserved for issuanceOther than the Regulated Utility Subsidiary Preferred Stock, and 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. set forth on Section 5.1(b3.1(b)(v) of the Company Disclosure Letter contains a true and complete list as of January 31Schedule, 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 and other securities of each equity interests of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and of the Company are owned by the Company Company, or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of all Encumbrances, except for such Encumbrances as may be provided under the Securities Act or any Lien. As transfer restrictions set forth in the Organizational Documents 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 Subsidiary. (v) Section 3.1(b)(v) of the Company in effect on Disclosure Schedule contains a complete and correct list as of the date of this Agreement of (A) the name, equity capitalization and schedule of equityholders of each non-wholly owned Subsidiary of the Company (other than the Regulated Utility Subsidiary) and (B) the name of, and the Company’s percentage equity ownership interest in, each Company Joint Venture. Other than the Subsidiaries and the Company Joint Ventures, 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, 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 does not own any shares of capital stock or other securities of the Company or equity interests in 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 SubsidiariesPerson, and has no securities binding obligations, whether contingent or obligations evidencing such rights are authorizedotherwise, issued to purchase any shares of capital stock or outstandingother equity interests in any Person. The Company has made available to Cingular prior to the date of this Agreement true Parent complete and complete correct copies of the Rights AgreementOrganizational Documents of the Company Joint Ventures, in each case in effect as of the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendeddate hereof. (iivi) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (There are no stockholder agreements, voting trusts or other than direct and indirect wholly-owned Subsidiaries) in Contracts to which the Company or any of its Subsidiaries owns any equity is a party or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any by which such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant Person is bound relating to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations voting of the any shares of Company Capital Stock or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. 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. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")Regulated Utility Subsidiary Capital Stock.

Capital Structure. (ia) The authorized capital stock of the Company consists of 10,000,000,000 22,000,000 shares of Company Common Stock and 3,000,000 shares of undesignated capital stock (the “Undesignated Capital Stock” and, together with the Company Common Stock, the “Company Capital Stock”). At the close of whichbusiness on April 14, as of January 312017, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 (i) 5,867,127 shares of Preferred Stock, par value $.01 per share, of which, as of the date of this Agreement, 207,537 Company Common Stock were issued and outstanding; (ii) no shares of Series C Preferred Undesignated Capital Stock were issued and 25,428 outstanding; (iii) 1,191,832 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 Company Stock Plans; (iv) 797,119 shares of Series A Preferred Company Common Stock were issuable upon exercise of outstanding Company Stock Options, all of which were granted under Company Stock Plans; and (v) 46,415 shares of Company Common Stock were reserved for issuance pursuant to under the Amended and Restated Rights AgreementCompany’s 2015 Employee Stock Purchase Plan (the “ESPP”). Except as set forth in this Section 4.03(a), dated as at the close of September 1business on April 14, 20022017, between no shares of capital stock or voting securities of, or other equity interests in or equity-based awards of, the Company and Mellon Investor Services LLCwere issued, 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 Cingularreserved for issuance or outstanding. Section 5.1(b4.03(a) of the Company Disclosure Letter contains sets forth a true complete and complete list accurate list, as of January 31the close of business on April 14, 2004 2017, of (I) all outstanding Company Stock Options, indicating with respect to each such Company Stock Option the name of the holder thereof, the number of outstanding options to purchase shares of Company Common Stock which the subject to such 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 the vested and unvested portion. The Company Stock Options are the only awards granted and outstanding under any of the Company Stock Plans and no other equity or equity-based awards have been granted (except to the extent previously exercised, terminated or forfeited) or promised to be granted by the Company. (b) All outstanding shares of Company Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31are, 2004 to and, at the date hereof the Company has not time of issuance, all such shares that may be issued any shares of Common Stock except pursuant to upon the exercise of Company Stock 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 pursuant to the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units Plans 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 applicable award agreements will be, 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, anti-dilutive rights or any similar right under any provision of any applicable Law, the Company Charter, the Company Bylaws or any Contract to which the Company is a party or otherwise bound. All grants of equity awards or other rights with respect to shares of Company Common Stock to current or former directors, officers, employees, agents or consultants of the Company or by a direct any Company Subsidiary have been made in accordance with the terms of the applicable Company Stock Plans and award agreements thereunder and any policy of the Company or indirect wholly-owned Subsidiary the Company Board (including any committee thereof) relating to the grant of such awards or rights, and, to the Knowledge 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 Section 409A of the Company in effect on the date of this AgreementCode. 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 4.03, there are no preemptive not issued, reserved for issuance or other outstanding, and there are not any 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 obligations of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock of its Subsidiaries the Company or any securities Company Subsidiary 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest Subsidiary convertible into or exchangeable or exercisable for any shares of capital stock or voting securities of, or other equity or similar interest interests in, the Company or any corporationCompany Subsidiary, partnership(y) any warrants, joint venture calls, options, commitments, agreements, derivative contracts, forward sale contracts or other business as rights to acquire from the Company or any Company Subsidiary, or any other obligation of the date Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary or (z) any rights issued by, or other obligations of, the Company or any Company Subsidiary that are linked in any way to the price of this Agreement (in each case other than any such interests that had a carrying class of Company Capital Stock or any shares of capital stock of any Company Subsidiary, the value of less than $5 million on the Company's consolidated balance sheet as , any Company Subsidiary or any part of September 30, 2003), that Person's jurisdiction the Company or any Company Subsidiary or any dividends or other distributions declared or paid on any shares of incorporation capital stock of the Company or organization and the percentage of and kind of interest ownedany Company Subsidiary. (c) Except for acquisitions, or deemed acquisitions, of Company Common Stock or other equity securities of the Company in connection with (i) the payment of the exercise price of Company Stock Options with Company Common Stock (including in connection with “net exercises”), (ii) required tax withholding in connection with the exercise of Company Stock Options, and (iii) Other than the rights forfeitures of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant AgreementCompany Stock Options, there are no not any outstanding contractual obligations of the Company or any of its the Company Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) voting securities or other security or equity interest interests of the Company or its Subsidiariesany Company Subsidiary or any securities, interests, warrants, calls, options, commitments, agreements, derivative contracts, forward sale contracts or other rights referred to in clause (x), (y) or (z) of Section 3.04(b). The Company does not have outstanding any There are no debentures, bonds, debentures, notes or other obligations Indebtedness of the holders of which have Company or any Company Subsidiary having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with on any matters on which the stockholders Company’s shareholders or any Company Subsidiary’s equity holder may vote (“Company Voting Debt”). None of the Company on or any matter. Section 5.1(b) of the Company Disclosure Letter contains Subsidiaries is a true and complete list party to any stockholders’ agreement, voting trust agreement, registration rights agreement or any other agreement with respect to the voting, sale or transfer of each Person (any capital stock or voting securities of, or other than Subsidiaries equity interests in, the Company or any of the Company) in which Company Subsidiaries. None of the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act Company Subsidiaries is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of 1976, as amended (the "XXX Xxx")Company or any of the Company Subsidiaries.

Capital Structure. As of immediately following the consummation of the transactions contemplated by the Contribution Agreement: (iA) The authorized capital stock 29,807,692 Company Units were issued and outstanding, plus the Additional Acquired Units and any Company Units issued in connection with the Ancillary Agreements pursuant to the A&R LLC Agreement; (B) no Company Units were subject to issuance upon exercise of outstanding options to acquire Company Units; and (C) no Voting Debt 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, was issued 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 outstandingoutstanding or authorized for issuance. All of the outstanding Shares have been duly authorized and Company Units are validly issued, fully paid and nonassessable. The non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company has no Shares reserved for issuance, Act) and are not subject to preemptive rights or any other Encumbrances (except that, as of January 31, 2004, there were 230,079,174 shares issuable arising pursuant to outstanding awards applicable securities Laws or arising under the Company's Amended and Restated Long Term Incentive Plan and Organizational Documents of the Company Adjustment Plan (or 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 Ancillary Agreements or in this Agreement (the "Rights Agreement"). A true and complete copy connection with Indebtedness of the Rights Agreement Tema (as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(bmore specifically described on Schedule 3.1(e)(iii) or Schedule 3.1(q)(i) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of Schedule)). There are no outstanding options to purchase shares of Common Stock which equity interests in the Company is obligated to honor, whether through other than the issuance Company Units described in the first sentence 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"this Section 3.1(b). From January 31There are no outstanding options, 2004 warrants or other rights to the date hereof subscribe for, purchase or acquire from 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 equity interests in 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture Company Units or other business as of the date of this Agreement (equity interests in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet . Except as of September 30, 2003set forth in this Section 3.1(b), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations no: (1) securities of the Company convertible into, exchangeable or exercisable for Company Units, Voting Debt of the Company or other voting securities of the Company, or (2) options, warrants, calls, rights (including preemptive rights), commitments or agreements to which the Company is a party or by which it is bound in any of its Subsidiaries case obligating the Company to repurchaseissue, deliver, sell, purchase, redeem or otherwise acquire acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional limited liability company interests or any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest Voting Debt of the Company or its Subsidiaries. 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 voting securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in , or obligating the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are not any member agreements, voting trusts or other agreements or understandings to which the Company owns, directly is a party or indirectly, by which it is bound relating to the voting of any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")Company Units.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 (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 0.0001 per shareshare (“Preferred Stock”) and (ii) 450,000,000 Shares. As of October 26, 2023 (the “Reference Date”): (A) 20,762,389 Shares were issued and outstanding, (B) no shares of whichPreferred Stock were issued and outstanding, (C) 2,649,224 Shares were subject to outstanding Company Options, and (D) 81,884 Shares were subject to outstanding Company RSU Awards. Except as set forth in this Section 5.01(b) and for Shares issuable upon the exercise or settlement of Company Equity Awards outstanding on the date hereof or granted following the date hereof pursuant to Section 6.01(b), the Company has no other equity or equity-based interests authorized, issued and/or outstanding. From the close of business on the Reference Date to the date of this Agreement, 207,537 there have been no issuances by the Company of shares of Series C Preferred Stock capital stock or voting securities of, or other equity interests in, the Company other than the issuance of Shares upon the exercise of Company Options or upon the vesting of Company RSUs Awards, in each case, outstanding at the close of business on the Reference Date and 25,428 shares in accordance with their terms in effect at such time. (ii) As of Series E Preferred Stock the date hereof, there is no outstanding Company Option granted under the Company Equity Plan or otherwise with a per share exercise price that is lower than the Merger Consideration. Each Company Option was granted in compliance with Section 409A of the Code. (iii) All of the outstanding Shares are outstandingduly authorized and validly issued in accordance with the Company’s organizational documents, as applicable, and are, or will be when issued, fully paid and nonassessable. All of the outstanding Shares have been duly authorized and are validly not been, or will not be when issued, fully paid and nonassessableissued in violation of any applicable securities Laws or preemptive rights, rights of first refusal or other similar rights of any Person. 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 All of the Rights Agreement as issued and outstanding equity interests 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 ’s Subsidiaries is duly authorized, are authorized and validly issued, issued in accordance with the respective organizational documents of such Subsidiaries and are fully paid (to the extent required under such Subsidiaries’ organizational documents) and nonassessable and owned by the have not been issued in violation of any applicable securities Laws or preemptive rights, rights of first refusal or other similar rights of any Person. The Company owns, directly or by a direct or indirect wholly-owned Subsidiary indirectly, all of the Company, outstanding equity interests in each of its Subsidiaries free and clear of all Liens other than (A) transfer restrictions imposed by federal and state securities Laws and (B) any Lien. As of December 31, 2003, transfer restrictions contained in 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 organizational documents of the Company in effect on the date of this Agreement. and its Subsidiaries. (iv) Except as set forth above and pursuant to in the Rights Agreement and the Amended and Restated Investor Agreement, dated as organizational documents 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 Agreementexcept as otherwise provided in Section 5.01(b)(i), there are no preemptive rights or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, phantom equity interests, redemption rights, repurchase rights, agreements, arrangements, calls, subscription agreements, 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 equity interests or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquireacquire or measured by reference to, any securities of equity interests in 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. (iiv) Section 5.1(b) of Neither the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or nor any of its Subsidiaries owns has any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. 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 holders of equity interests in the Company or any of its Subsidiaries on any matter. (vi) Except for the Voting and Support Agreement, there are no voting trusts, voting proxies or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting or registration of the Shares or other equity interest of the Company on or any matter. Section 5.1(bof its Subsidiaries. (vii) Except with respect to the ownership of any equity or long-term debt securities between or among the Company or any of its Subsidiaries, none of the Company Disclosure Letter contains a true and complete list or any of each Person (other than its Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing equity or long-term debt securities of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")Person.

Capital Structure. (ia) The authorized capital stock of the Company consists of 10,000,000,000 500,000,000 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 Stockcommon stock, par value $.01 0.01 per shareshare (the “Common Stock”). As of the close of business on May 15, 2024 (the “Capitalization Date”), (i) 387,010,149 shares of Common Stock were issued and outstanding (not including shares of Common Stock that were held by the Company as treasury stock), (ii) 997,983 shares of Common Stock were held by the Company as treasury stock, and (iii) an aggregate maximum of 2,412,464 unissued shares of Common Stock were reserved for issuance pursuant to awards under the Incentive Plans, of whichwhich 1,230,997 shares were subject to outstanding Company PSUs (assuming target performance), as 48,999 shares were subject to outstanding Company Phantom Awards (payable in cash, not in stock), and 1,181,467 shares remain available for future issuance (and for the avoidance of doubt, the date reserved unissued shares described in this clause are not included in the number of this Agreement, 207,537 issued and outstanding shares of Series C Preferred Common Stock and 25,428 shares of Series E Preferred Stock are outstandingset forth in clause (i)). All of the outstanding Shares have been shares of Common Stock are, and all shares of Common Stock reserved for issuance as noted in clause (iii) above shall be (when issued in accordance with the terms of the Incentive Plans and the respective grants thereunder), duly authorized and are authorized, validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuanceSince the close of business on the Capitalization Date, 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 or any Company Equity-Based Awards or other Equity Interests, except pursuant to the exercise for shares of Company Options and Common Stock issued upon the settlement of Common Stock Units any Company Equity-Based Awards, in each case, that were outstanding on January 31as of the Capitalization Date, 2004 in accordance with their terms. From January 31, 2004 through . (b) As of the date of this Agreement, neither except as set forth in Section 5.2(a), or as provided in the Shareholder Agreement or in Section 5.2(b) of the Company nor Disclosure Letter, there were no issued or outstanding (A) shares of capital stock, equity interests or other voting securities of the Company or any of its Subsidiaries have granted Subsidiaries, (B) securities or issued obligations convertible or exchangeable into or exercisable for, or giving any Company Options Person a right to subscribe for or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding acquire, any shares of capital stock stock, equity interests 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 any of the Companyits Subsidiaries, 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"C) 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 stock, equity interests or other voting 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 shares of capital stock, equity interests or other voting securities of the Company or any of its Subsidiaries, and no or (D) securities or obligations evidencing such rights that are authorizedderivative of, issued or outstanding. The Company has made available to Cingular prior to provide economic benefits based on the date value of, any shares of this Agreement true and complete copies capital stock, equity interests or other voting securities of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003clauses (A), that Person's jurisdiction of incorporation or organization (B), (C) and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor AgreementD), and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreementcollectively, there “Equity Interests”). There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchaseredeem, redeem purchase or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest Equity Interests of the Company or any of its Subsidiaries. The Company does not have outstanding Subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or sold, 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 Equity Interests of the Company on or any matter. of its Subsidiaries. (c) Section 5.1(b5.2(c) of the Company Disclosure Letter contains (i) a true and complete list as of the Capitalization Date of each Person outstanding Company Equity-Based Award, including the holder thereof, the number of shares of Common Stock subject to each award (including, with respect to each Company PSU, (ii) the maximum number of shares of Common Stock that may be issued in respect of each such Company PSU assuming achievement of any applicable performance metrics at the maximum level), (iii) the exercise price (if applicable), and (iv) the grant date, the expiration date (if applicable), and the vesting schedule. Each Company Equity-Based Award was granted in compliance, in all material respects, with (A) applicable Law, (B) the terms and conditions of the relevant Incentive Plan and (C) the rules and regulations of the New York Stock Exchange (“NYSE”). (d) Except as set forth on Section 5.1 of the Company Disclosure Letter, (i) each of the outstanding shares of capital stock or other than Subsidiaries securities of each of the Company) in which ’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 Liens, except for Permitted Liens and such Liens and transfer restrictions as may be provided under the Securities Act or other applicable securities Laws and (ii) none of the Company or any of its Subsidiaries (A) owns, directly or indirectly, any voting interest that Equity Interests in any Person or (B) has agreed or is obligated to make, or is bound by any Contract under which it may require the filing of a report become obligated to make, any material future investment in or notification form by Cingular or material capital contribution to any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")other Person.

Capital Structure. (i) The At the date hereof, the authorized capital stock of the Company consists of 10,000,000,000 100,000,000 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 5,000,000 shares of Preferred Stockpreferred stock, par value $.01 per shareshare ("Company Preferred Stock"). At the close of business on June 30, 1999, (i) 21,567,377 shares of whichCompany Common Stock were issued and outstanding (including 251,309 shares of Company Common Stock issued and held in escrow pursuant to the contingent share earnout arrangement (the "Points and Success Earnout") set forth in the Agreement and Plan of Reorganization, dated as of August 15, 1997, relating to the acquisition of The Success Companies, Success Developments, L.L.C. and Points of Colorado, Inc., Amendment No. 1 thereto and the related Escrow Agreement, which shares are not shown as outstanding in the Company SEC Documents), (ii) no shares of Company Common Stock were held in the treasury of the Company or by its Subsidiaries, (iii) 2,000,628 shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Plan and the Company Employee Stock Purchase Plan (collectively, the "Company Stock Plans"). Except as set forth above, at the close of business on June 30, 1999, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. All the outstanding shares of Company Common Stock are validly issued, fully paid and nonassessable and free of preemptive rights. As of the date of this Agreement, 207,537 except for stock options issued pursuant to the Company Stock Plans covering not in excess of 2,500,000 shares of Series C Preferred Company 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(collectively, 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 "Company Stock PlansOptions"), 41,748,273 shares of Common Stock reserved for issuance pursuant there are no options, warrants, calls, rights, securities or agreements 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, security or agreement. 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, except as disclosed 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 designated therein as the Company Letter (the "Company Letter"), or in the Company SEC Documents (as hereinafter defined) filed prior to the date of this Agreement, each such share is owned by the Company or by a direct or indirect wholly-owned another Subsidiary of the Company, 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 shareholders of the Company 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 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 disclosed in Section 3.2 of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forLetter, 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries Subsidiaries, or the Company Venture, to repurchase, redeem or otherwise acquire any shares of capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or any of its Subsidiaries, or equity interests in the Company Venture. 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 Except as set forth in Section 3.2 of the Company Letter, Exhibit 21.1 to the Company's Annual Report on any matter. Section 5.1(b) of Form 10-K for the year ended December 31, 1998, as filed with the SEC (the "Company Disclosure Letter contains Annual Report"), is a true and complete list correct statement in all material respects of each Person (other than Subsidiaries all the information required to be set forth therein by the rules and regulations of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing SEC as of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")such date.

Capital Structure. (ia) The As of the date hereof, the authorized capital stock of the Company consists of 10,000,000,000 360,000,000 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 20,000,000 shares of Preferred Stockpreferred stock, par value $.01 per shareshare ("Company Preferred Stock"). At the close of business on May 28, 1998, (i) 101,628,989 shares of whichCompany Common Stock were issued and outstanding, as 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 34 the treasury of the Company or by Subsidiaries of the Company and (iii) 9,239,457 shares of Company Common Stock were reserved for issuance pursuant to outstanding options (the "Company Stock Options") to purchase shares of Company Common Stock issued pursuant to the Company's Amended and Restated 1994 Stock Option Plan and 1996 Outside Directors Stock Option Plan (collectively, the "Company Stock Option Plans"). There are no shares issuable pursuant to the Company's Employee Stock Purchase Plan (the "Company Stock Purchase Plan"). The Company Stock Option Plans and the Company Stock Purchase Plan are the only benefit plans of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. No shares of Company Preferred Stock are issued or outstanding. As of the date of this Agreement, 207,537 except as set forth above and except for the issuance of shares of Company Common Stock upon the exercise of Company Stock Options outstanding on May 28, 1998 in accordance with the terms thereof, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. As of the date of this Agreement, except for (i) as set forth above, (ii) the Stock Option Agreement and (iii) rights to purchase one-one-thousandth of a share of Series C A Junior Participating 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 PlansRights"), 41,748,273 shares of Common Stock reserved for issuance ) pursuant to the DoCoMo Warrant a 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 1December 29, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement 1997 (the "Rights Agreement"). A true ) between the Company and complete copy BankBoston, N.A., as Rights Agent, there are no options, warrants, calls, rights, puts or agreements to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Rights Agreement as in effect as Company or any of the date its Subsidiaries to issue, deliver, sell or redeem, or cause to be issued, delivered, sold or redeemed, any additional shares of this Agreement has been made available to Cingular. Section 5.1(bcapital stock (or other voting securities or equity equivalents) 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 obligating the Company or any Company Options of its Subsidiaries to grant, extend or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. enter into any such option, warrant, call, right, put or agreement. (b) Each of the outstanding shares share of capital stock (or other securities voting security or equity equivalent) of each material Subsidiary of the Company's Subsidiaries Company is duly authorized, validly issued, fully paid and nonassessable nonassessable, and each such share (or other voting security or equity equivalent) is owned by the Company or by a direct or indirect wholly-owned another Subsidiary of the Company, free and clear of any Lien. As of December 31all security interests, 2003liens, 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 Agreementclaims, 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 rightspledges, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rightsrights of first refusal, agreements, arrangementslimitations on 35 voting rights, calls, commitments or rights charges and other encumbrances 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiariesnature whatsoever. The Company does not have any 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. Exhibit 21 to the Company's Annual Report on Form 10-K for the year ended October 31, 1997, as filed with the SEC (the "Company Annual Report"), is a true, accurate and correct statement in all material respects of all of the information required to be set forth therein by the regulations of the SEC. (c) Section 5.1(b) 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 designated the Company Letter (the "Company Letter"), sets forth a list of all Subsidiaries and Joint Ventures of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) jurisdiction in which the Company owns, directly such Subsidiary or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")Joint Venture is organized.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 100,000,000 shares of Company Common Stock and 100,000,000 shares of Company Preferred Stock. As of the Agreement Date hereof, (A) 2,238,630 shares of Company Common Stock were issued and outstanding, which includes 14,412 shares of Company Restricted Stock, 197,850 shares of which, as Company Common Stock were reserved for issuance upon exercise of January 31, 2004, 2,719,301,543 shares are outstandingoutstanding stock options issued under the Company Incentive Plan, and 1,000,000,000 34,500 Deferred Shares which are not vested under the Company Stock Incentive Plan, and an estimated 175,280 shares of Company Common Stock reserved for issuance upon conversion of the Company Convertible Debt, and (B) no shares of Company Preferred StockStock were issued and outstanding. All outstanding shares of Company Common Stock have been duly authorized and validly issued and are fully paid and non-assessable and the issuance of such shares was not subject to any preemptive or similar rights. Except for the Company Support Agreements, par value $.01 per sharethere are no voting trusts, shareholder agreements, proxies or other agreements in effect with respect to the voting or transfer of whichCompany Common Stock or other equity interests of Company. Disclosure Schedule 4.2(b)(i) sets forth a true, as correct and complete list of the aggregate number of shares of Company Common Stock issuable upon the exercise of each Company Stock Option outstanding at 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 holder, exercise price and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except thatvesting schedule, as of January 31applicable, 2004for each Company Stock Option. (ii) Set forth in Disclosure Schedule 4.2(b)(ii) is a true, 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 correct 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 rightsbonds, including those issued under the Stock Plansdebentures, to receivenotes, trust preferred securities 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 other similar obligations that 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 Agreementin Disclosure Schedule 4.2(b)(ii), dated as no Voting Debt of December 20Company is issued or outstanding. All outstanding bonds, 2000debentures, and amended as of December 26notes, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive trust preferred securities or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights similar obligations of any kind that obligate the Company or any of its Subsidiaries were issued in compliance with all Applicable Legal Requirements. (iii) Except for (A) this Agreement, (B) the Company Stock Options and Company Restricted Stock, (C) the Company Convertible Debt, and (D) agreements entered into and securities and other instruments issued after the date of this Agreement to issue the extent permitted by Section 3.1, there are no options, warrants, calls, rights, commitments or sell agreements of any character to which Company is a party or by which it is bound obligating Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other securities any Voting Debt or stock appreciation rights of the Company or any of its Subsidiaries obligating Company to grant, extend or any securities or obligations convertible or exchangeable enter 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30option, 2003)warrant, that Person's jurisdiction of incorporation call, right, commitment or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there agreement. There are no outstanding contractual obligations of the Company or any of its Subsidiaries (A) to repurchase, redeem or otherwise acquire any shares of capital stock of Company or (B) pursuant to which Company is or options could be required to register shares of Company Common Stock or other securities under the Securities Act. (iv) Since December 31, 2016, except as set forth in Disclosure Schedule 4.2(b)(iv), Company has not (A) issued any shares of capital stock, stock appreciation rights or securities exercisable or exchangeable for or convertible into shares of capital stock of Company, other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) as required by the terms of the Company Disclosure Letter) to acquire Stock Incentive Plan and any such capital stock) or employee stock options and other security or equity interest of awards issued under the Company Stock Incentive Plan prior to the date hereof); (B) repurchased, redeemed or its Subsidiaries. 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. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company ownsotherwise acquired, directly or indirectly, any voting interest shares of capital stock of Company (other than the acquisition of DPC shares in the ordinary course of business consistent with past practice); or (C) declared, set aside, made or paid to the stockholders of Company dividends or other distributions on the outstanding shares of capital stock of Company. (v) Set forth in Disclosure Schedule 4.2(b)(v) is a true, correct and complete list of all equity securities that may require the filing Company owns, controls or holds for its own account, and Company does not own more than 4.9% of a report class of voting securities of, or notification form by Cingular or otherwise controls, any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")Person.

Capital Structure. (ia) The authorized capital stock of the Company consists of 10,000,000,000 30,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, with no par value (the “Company Preferred Stock”). At the close of business on June 24, 2008, (i) 17,813,875 shares of Company Common Stock were issued and outstanding, of whichwhich none were subject to vesting or restrictions on transfer, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 (ii) 1,119,690 shares of Company Common Stock were reserved and available for issuance pursuant to Company Stock Plans (as defined in Section 6.05(d)) and (iii) no shares of Company Preferred Stock, par value $.01 per share, of whichStock were outstanding. 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. There are no outstanding Company SARs (as defined in Section 6.05(d)). Section 3.03 of the Company's Subsidiaries Company Disclosure Letter sets forth a complete and accurate list, as of June 24, 2008, of all outstanding Company Stock Options (as defined in Section 6.05(d)) and Company RSUs (as defined in Section 6.05(d)), the number of shares of Company Common Stock subject thereto, the exercise prices (if applicable) and vesting schedules thereof and whether any of the foregoing are subject to terms that provide for acceleration of vesting upon the consummation of the Merger. All Company Stock Options and Company RSUs are evidenced by stock option agreements or restricted stock unit agreements, in each case substantially identical to the forms set forth in Section 3.03 of the Company Disclosure Letter, and no stock option agreement or restricted stock unit agreement contains terms that are inconsistent with, or in addition to, the terms contained in such forms. With respect to the Company Stock Options, (i) each Company Stock Option that was intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, (ii) each grant of a Company Stock Option was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Company Board (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party whose signature was necessary to make such agreement legally binding, (iii) each such grant was made in accordance with the terms of the Company Stock Plans and all other applicable Laws and regulatory rules or requirements and (iv) the per share exercise price of each Company Stock Option was equal to the fair market value of a share of Company Common Stock on the applicable Grant Date. The maximum number of shares of Company Common Stock that could be purchased with accumulated payroll deductions under the ESPP (as defined in Section 6.05(d)) at the close of business on November 18, 2008 (assuming the fair market value of a share of Company Common Stock on such date is equal to $15.60 and payroll deductions continue at the current rate) is 70,000. Each Company Stock Option and Company RSU may be treated in accordance with Section 6.05 without the consent of the holder of such Company Stock Option or Company RSU. No holder of any Company Stock Option or Company RSU is entitled to any treatment of such Company Stock Option or Company RSU other than as provided in Section 6.05, and after the Effective Time no holder of a Company Stock Option or Company RSU (or former holder of a Company Stock Option or Company RSU) or any Company Participant (as defined in Section 3.08(iv)) in the Company Stock Plans or any Company Benefit Plan (as defined in Section 3.10) or Company Benefit Agreement (as defined in Section 3.08(iv)) shall have the right thereunder to acquire any capital stock of the Company or any other equity interest therein (including “phantom” stock or stock appreciation rights). 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 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 CGCL, the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003Charter, the aggregate Liquidation Preference for Company By-laws or any Contract (as defined in Section 3.05(a)) to which the Series C Preferred Stock and Series E Preferred Stock Company is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation a party or otherwise bound. (b) There are not any bonds, debentures, 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 (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 of 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 of its Subsidiaries Company Subsidiary, or any securities or obligations convertible or exchangeable into or exercisable forVoting Company Debt, or giving any Person a right to subscribe for or acquire, any securities of (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 its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstandingCompany Common Stock. 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as As of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, (A) there are no not any outstanding contractual obligations of the Company or any of its Subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The any Company does not have outstanding any bonds, debentures, notes Subsidiary and (B) no dividends or other obligations the holders of which distributions have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of been declared and not paid by the Company on any matter. Section 5.1(b) shares of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")Common Stock.

Capital Structure. (i) The In the case of the Company, the authorized capital stock of the Company consists of 10,000,000,000 20,000,000 shares of Company Common Stock, of which, which 14,011,754 shares were outstanding as of January 31the close of business on December 15, 2004, 2,719,301,543 shares are outstanding2016, and 1,000,000,000 1,656,381 shares of Preferred Stockpreferred stock, par value $.01 0.01 per share, of whichwhich no shares were outstanding or held by the Company in its treasury as of the date of this Agreement (collectively, the “Company Capital Stock”). All outstanding shares of Company Capital 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 non-assessable and not subject to preemptive rights. At the close of business on December 15, 2016, (A) no shares of Company Common Stock were held by the Company in its treasury, (B) 956,006 shares of Company Common Stock were issuable upon the exercise, settlement or vesting of outstanding Company Options, (C) 84,216 shares of Company Common Stock were issuable upon the settlement or vesting of outstanding Company RSUs (assuming achievement of applicable performance goals at target value), (D) 10,974 shares of Company Common Stock were issuable upon the settlement of outstanding Company DSUs, and (E) 279,903 Company Restricted Shares were outstanding. Except as set forth above, at the close of business on December 15, 2016, no shares of capital stock or other voting securities of the Company were issued or outstanding. Since December 15, 2016 to the date of this Agreement, (1) there have been no issuances by the Company of shares of capital stock or other voting securities of the Company, other than issuances of shares pursuant to the exercise, settlement or vesting of Company Options, Company RSUs, Company DSUs, in each case, outstanding as of December 15, 2016, and (2) there have been no issuances by the Company of any Company Equity Awards, options, warrants, other rights to acquire shares of capital stock of the Company or other rights that give the holder thereof any economic interest of a nature accruing to the holders of Company Common Stock. Section 4.2(b)(i) of the Company Disclosure Letter sets forth a true and correct summary of all outstanding Company Equity Awards as of December 15, 2016, and specifies, with respect to each such Company Equity Award: (A) the name of the award holder, (B) the type of Company Equity Award (Company Option, Company RSU, Company DSU or Company Restricted Share), (C) the number of shares of Company Common Stock subject to such Company Equity Award, (D) the date of grant, and (E) the exercise price per share of Company Common Stock (for Company Options only). Each Company Option (I) was granted in compliance with all applicable Laws and all of the terms and conditions of the Stock Plan of the Company pursuant to which it was issued, (II) has an exercise price per share of Company Common Stock equal to or greater than the fair market value of a share of Company Common Stock on the date of such grant, and (III) has a grant date identical to or later than the date on which the Company’s board of directors or the compensation committee of the board of directors of the Company, as applicable, actually awarded such Company Option. All shares of Company Common Stock issuable in respect of grants of Company Options, Company RSUs, Company DSUs and Company Restricted Shares were properly registered under the Securities Act or qualified on the grant date for exemption from registration under the Securities Act and other applicable laws (including state “blue sky” laws). The shares of Company Common Stock available for issuance under the Stock Plans of the Company have been properly registered pursuant to the Securities Act on a Form S-8. (ii) In the case of Parent, the share capital of Parent consists of 18,538,110 Parent Ordinary Shares issued and outstanding as of the close of business on December 19, 2016, which includes 61,209 Parent Ordinary Shares held in treasury. All outstanding Parent Ordinary Shares are, and all such shares that may be issued at or prior to the Effective Time will be when issued, duly authorized and validly issued as fully paid and non-assessable and not subject to preemptive rights, other than preferential subscription rights provided for by applicable French law and the statuts (by-laws) of Parent. At the close of business on December 19, 2016, 52,706 Parent Ordinary Shares were issuable upon the vesting, and satisfaction of other conditions specified with respect thereto, of actions gratuites. Except as set forth above, at the close of business on December 19, 2016, no shares in the capital of Parent or other voting securities of Parent were issued or outstanding. Since December 19, 2016 to the date of this Agreement, (A) there have been no issuances by Parent of shares in the capital of Parent or other voting equity securities of Parent, and (B) there have been no issuances by Parent of actions gratuites, options, warrants, other rights to acquire shares in the capital of Parent or other rights that give the holder thereof any economic interest of a nature accruing to the holders of Parent Ordinary Shares, provided that, the accrual to shareholders from time to time of double voting rights, in accordance with French law and the statuts (by-laws) of Parent, shall not be deemed to be an issuance of a right to any person. Each action gratuite was issued in compliance with all applicable Laws and all of the terms and conditions pursuant to which it was issued. All Parent Ordinary Shares issuable in respect of actions gratuites were properly registered under applicable Laws or qualified on the grant date for exemption from registration under such applicable Laws. Other than as described above, no Person has any right to acquire (whether or not vested, contractual or otherwise) from Parent any Parent Ordinary Shares, other equity securities of Parent, or other securities convertible into or exchangeable for Parent Ordinary Shares, or other equity securities of Parent. (iii) Such Party owns, directly or indirectly, all shares of capital stock of all of its Subsidiaries. No Subsidiary of such Party owns any shares of capital stock of such Party. Except for its interests in its Subsidiaries, such Party does not own, directly or indirectly, any capital stock of, or other equity interests in, any person. There are no bonds, debentures, notes or other Indebtedness of such Party or any of its Subsidiaries that give the holders thereof the right to vote (or that are 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”), in the case of the Company, or on which holders of Parent Ordinary Shares may vote (“Voting Parent Debt”), in the case of Parent. Except for any obligations pursuant to this Agreement or as otherwise 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 there are outstanding. All of the outstanding Shares have been duly authorized and are validly issuedno options, fully paid and nonassessable. The Company has no Shares reserved for issuancewarrants, except thatrights (including preemptive, as of January 31conversion, 2004stock appreciation, 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"redemption or repurchase rights), 41,748,273 shares convertible or exchangeable securities, stock-based performance units, Contracts or undertakings of Common Stock reserved for issuance pursuant any kind 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 such Party 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 Company Options of them is bound (A) obligating such Party or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding any such Subsidiary 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 authorizedof, validly issuedor equity interests in, 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 security convertible or sell exchangeable for any shares of capital stock or other securities security of, or equity interest in, such Party or of the Company or any of its Subsidiaries Subsidiaries, or any securities Voting Company Debt (in the case of the Company) or obligations convertible Voting Parent Debt (in the case of Parent), (B) obligating such Party or exchangeable any such Subsidiary to issue, grant or enter into any such option, warrant, right, security, unit, Contract or exercisable for, undertaking or to declare or pay any dividend or distribution or (C) giving any Person a the right to subscribe for or acquire, acquire any securities of the Company such Party 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 receive any economic interest of a nature accruing to the date holders of this Agreement true and complete copies Company Common Stock (in the case of the Rights Agreement, Company) or Parent Ordinary Shares (in the DoCoMo Investor Agreement and case of Parent) or otherwise based on the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) performance or value of the Company Disclosure Letter sets forth the name shares of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company capital stock of such Party or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as Subsidiaries. As of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company such Party or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock, other than (1) pursuant to the Benefit Plans of Parent or the Company, as applicable, or (2) options, warrants or other rights to acquire shares of capital stock (of, or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) equity interest in, such Party or any such Subsidiary described above. As of the Company Disclosure Letterdate of this Agreement, neither such Party or any of its Subsidiaries (x) has, or has any obligation to acquire acquire, any such capital stock) or other equity interest, security or equity interest right in any Person, (y) any Contract to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person, or (z) any Contract to provide any guarantee with respect to the Company or its Subsidiaries. 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. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each another Person (other than such Party or its wholly owned Subsidiaries). (iv) There are no voting agreements, voting trusts, shareholders agreements, proxies or other agreements to which such Party or any of its Subsidiaries is a party or by which such Party or any of its Subsidiaries is bound with respect to the voting of the capital stock or other equity interest of such Party or any of the Subsidiaries of such Party, or restricting the Company) in which the Company ownstransfer of, directly or indirectlyproviding registration rights with respect to, any voting interest that may require the filing of a report such capital stock or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")equity interest.

Capital Structure. (ia) 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, Stock and 1,000,000,000 10,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.001 per share (the “Company Preferred Stock” and, together with the Company Common Stock, the “Company Capital Stock”). At the close of business on November 16, 2016, (i) 74,156,981 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Preferred Stock were issued and outstanding, (iii) 24,000 shares of Company Common Stock were issuable upon the exercise of outstanding Company Stock Options (whether or not presently exercisable), (iv) 2,400,954 shares of Company Common Stock were potentially issuable upon the exercise of Company SARs (assuming a fair market value of Company Common Stock of $24.25 per share), (v) 3,470,000 shares of whichCompany Common Stock were reserved for issuance pursuant to the Company Stock Plans, (vi) 152,140 shares of Company Common Stock were potentially issuable upon the vesting or settlement of outstanding Company RSUs and (vii) 104,501 shares of Company Common Stock were held as treasury stock in connection with deferrals under the Director DCP. Except as set forth in this Section 4.03(a), at the close of business on November 16, 2016, no shares of capital stock or voting securities of, or other equity interests in, the Company were issued, reserved for issuance or outstanding. From the close of business on November 16, 2016 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 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 voting securities of, or other securities of each of equity interests in, the Company's Subsidiaries is , other than the issuance of Company Common Stock upon the exercise of a Company Stock Option or a Company SAR outstanding at the close of business on November 16, 2016 and in accordance with their terms in effect at such time. (b) All outstanding shares of Company Common Stock are, and, at the time of issuance, all such shares that may be issued upon the exercise of Company Stock Options and Company SARs will be, 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, sublease, license, indenture, note, bond, agreement, understanding, undertaking, concession, franchise or other instrument (in each case, whether in writing or oral, to the extent legally binding on the parties thereto) (a “Contract”) to which the Company is a party or otherwise bound. All grants of equity awards or other rights with respect to shares of Company Common Stock to current or former directors, officers, employees, agents or consultants of the Company or by a direct or indirect wholly-owned any Company 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 have been made in accordance with the certificate terms of incorporation the applicable Company Stock Plans and award agreements thereunder and any policy of the Company in effect on or the date Company Board (including any committee thereof) relating to the grant of this Agreementsuch awards or 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 Agreementin this Section 4.03, there are no preemptive not issued, reserved for issuance or other outstanding, and there are not any 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 obligations of the Company or any of its Subsidiaries Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock or voting securities of, or other equity interests in, the Company or any securities Company Subsidiary 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary, (y) any warrants, calls, options or other rights to acquire from the Company or any Company Subsidiary, or any other obligation of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, the Company or similar interest any Company Subsidiary or (z) any rights issued by or other obligations of the Company or any Company Subsidiary that are linked in any way to the price of any Company Capital Stock or any shares of capital stock or voting securities of, or other equity interests in, any corporationCompany Subsidiary, partnershipthe value of the Company, joint venture any Company Subsidiary or any part of the Company or any Company Subsidiary or any dividends or other business distributions declared or paid on any shares of capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary. Except as set forth in Section 4.03(b) of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant AgreementCompany Disclosure Letter, there are no not any outstanding contractual obligations of the Company or any of its the Company Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(iz) of the immediately preceding sentence. With respect to Company Disclosure LetterStock Options, (1) each grant of a Company Stock Option was duly authorized on the date on which the grant of such Company Stock Option was by its terms to acquire any be effective (the “Grant Date”) for such capital stockoption by all necessary corporate action, including, as applicable, approval by the Company Board (or a duly constituted and authorized committee or subcommittee thereof), and (2) the per share exercise price of each Company Stock Option was at least equal to the fair market value of a share of Company Common Stock on the applicable Grant Date. There are no debentures, bonds, notes or other security or equity interest Indebtedness of the Company or its Subsidiaries. The any Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have Subsidiary having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with the on any matters on which stockholders of the Company on may vote (“Company Voting Debt”). Other than the Voting Agreement, there are no voting agreements with respect to the voting of any mattercapital stock or voting securities of, or other equity interests in, the Company. Section 5.1(b) Neither the Company nor any of the Company Disclosure Letter contains Subsidiaries is a true and complete list of each party to any agreement pursuant to which any Person (other than Subsidiaries is entitled to elect, designate or nominate any director of the Company) in which Company or any of the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")Subsidiaries.

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 50,000,000 shares of preferred stock, $0.01 par value per share (“Company Preferred Stock”). At the close of business on June 22, 2018 (the “Capitalization Date”), (i) 80,581,104 shares of whichCompany Common Stock were issued and outstanding, as (ii) no shares of January 31Company Preferred Stock were issued and outstanding, 2004(iii) 80,207 Company OP Units (other than any Company OP Units held by Company or any of the Company Subsidiaries) were outstanding, 2,719,301,543 shares are (iv) 69,086 DownREIT Units (other than any DownREIT Units held by Company or any of the Company Subsidiaries) were outstanding, and 1,000,000,000 (v) 609,734 LTIP Units were outstanding. From the Capitalization Date through the date of this Agreement (except to the extent permitted under Section 6.1 following the execution of this Agreement), Company has not issued any shares of Preferred Company Common Stock. No Company Subsidiary owns any shares of Company Common Stock. (b) OP GP is the sole general partner of Company OP and Company owns, par value $.01 per sharedirectly or indirectly, all of whichthe general partner interests in Company OP. Section 4.3(b) of the Company Disclosure Letter sets forth, as of the date hereof, the name of, and the number and class of this Agreementlimited partnership interests held by, 207,537 each partner (other than OP GP or any wholly-owned Company Subsidiary) in Company OP. The “Conversion Factor” as set forth in the limited partnership agreement of Company OP remains at 1.0. None of the partnership interests of Company OP have been certificated. DownREIT GP is the sole general partner of DownREIT. Section 4.3(b) of the Company Disclosure Letter sets forth, as of the date hereof the name of, and the number and class of limited partnership interests held by, each partner (other than DownREIT GP) in DownREIT. The “Conversion Factor” as set forth in the limited partnership agreement of DownREIT remains at 1.0. (c) All issued and outstanding shares of Series C Preferred Stock the capital stock of Company are duly authorized, validly issued, fully paid and 25,428 nonassessable, and no class of capital stock is entitled to preemptive rights. All shares of Series E Preferred Company Common Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and free of preemptive rights. There are outstanding. no outstanding bonds, debentures, notes or other Indebtedness of Company, Company OP or DownREIT having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of shares of Company Common Stock may vote or holders of or other equityholders of Company OP or any Company Subsidiary may vote. (d) All of the outstanding Shares have been shares of capital stock of each Company Subsidiary that is a corporation are duly authorized and are authorized, validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as All equity interests in each 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 Subsidiaries that is a partnership or limited liability company are duly authorized and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated validly issued. Except 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 of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b4.3(d) of the Company Disclosure Letter contains a true Letter, Company owns, directly or indirectly, all of the issued and complete list as outstanding capital stock and other ownership interests of January 31, 2004 each of (I) the number of outstanding options to purchase shares of Common Stock which the Company Subsidiaries, free and clear of all Liens other than statutory or other Liens for Taxes or assessments which are not yet due or delinquent or the validity of which is obligated being contested in good faith by appropriate proceedings and for which adequate accruals and reserves are being maintained on Company’s financial statements (if such reserves are required pursuant to honor, whether through GAAP). (e) Other than pursuant to the issuance Company Equity Incentive Plan (including in connection with the satisfaction of shares of Common Stock or otherwise, including those issued withholding Tax obligations pursuant to certain awards outstanding under the Stock Plans (each, a "Company Option"Equity Incentive Plan in the event that the grantees fail to satisfy withholding Tax obligations), the exercise price Company DRIP and the Organizational Documents of all the Company Options Subsidiaries and number Company Joint Ventures, there are no outstanding subscriptions, securities, options, restricted stock units, dividend equivalent rights, warrants, calls, rights, profits interests, stock appreciation rights, phantom stock, convertible securities, rights of first refusal, preemptive rights or other similar rights, agreements, arrangements, undertakings or commitments of any kind to which Company or any of the Company Subsidiaries is a party or by which any of them is bound obligating Company or any of the Company Subsidiaries to (i) issue, transfer or sell or create, or cause to be issued, delivered or sold or created any additional 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, capital stock or right other equity interests or phantom stock or other contractual rights the value of which is determined in whole or in part by reference tothe value of any equity security of Company, Company OP or any Company Subsidiary or securities convertible into or exchangeable for such shares of Common Stockor equity interests, the date of grant and number of shares of Common Stock subject thereto (including without limitation ii) issue, grant, extend or enter into any such subscriptions, securities, options, restricted stock units, dividend equivalent rights, warrants, calls, rights, profits interests, stock appreciation rights, phantom stock, convertible securities, rights of first refusal, preemptive rights or other similar rights, agreements, arrangements, undertakings or commitments, or (iii) (each a "Common Stock Unit")redeem, repurchase or otherwise acquire any such shares of capital stock or other equity interests. 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 Capitalization Date through the date of this Agreement, neither the Company nor any of its Subsidiaries have has issued or 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 authorizedsubscriptions, 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 rightssecurities, options, restricted stock units, dividend equivalent rights, warrants, conversion calls, rights, profits interests, stock appreciation rights, redemption rightsphantom stock, repurchase convertible securities, rights of first refusal, preemptive rights or other similar rights, agreements, arrangements, calls, undertakings or commitments or rights of any kind kind. Except as set forth in Section 4.3(e) of the Company Disclosure Letter, there are no amounts that obligate have been contributed to the Company DRIP for which the applicable participant has not received the corresponding number of shares of Company Common Stock in accordance with the Company DRIP. (f) Other than pursuant to the Organizational Documents of Company, Company OP, the Company Subsidiaries and other entities in which Company directly or indirectly owns an interest, none of Company, Company OP or any Company Subsidiary is a party to or, to the Knowledge of Company, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) of any capital stock of Company or any of the Company Subsidiaries. (g) Except as set forth in Section 4.3(g) of the Company Disclosure Letter, there are no voting trusts, “poison pills” or other “stockholder rights plans,” proxies or similar Contracts to which the Company or any the Company Subsidiaries is a party with respect to the voting 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 Company Subsidiaries. (h) Except as set forth in Section 4.3(h) of the Company Disclosure Letter, none of Company, Company OP or any Company Subsidiary is under any obligation, contingent or otherwise, by reason of its Subsidiaries, any contract to register the offer and no sale or resale of any of their securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to under 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 Act. (iii) Section 5.1(b4.3(i) of the Company Disclosure Letter sets forth the name a true, complete and correct list of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest inall Persons who, any corporation, partnership, joint venture or other business as of the date close of this Agreement business on the Capitalization Date, held outstanding LTIP Units, indicating the (i) type of award granted, and (ii) the number of Company OP Units subject to such LTIP Unit. All LTIP Units were (x) granted, accounted for, reported and disclosed in each case other than any such interests that had accordance with the applicable Laws and accounting rules, and (y) validly issued and properly approved by the Company Board (or a carrying value of less than $5 million duly authorized committee or subcommittee thereof) in compliance with all applicable Law and recorded on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and ’s financial statements in accordance with GAAP. Except for the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed LTIP Units set forth on Section 5.1(h)(i4.3(i) of the Company Disclosure Letter, there are no awards promised or outstanding under the Company Equity Incentive Plan. (j) to acquire any such capital stock) All dividends or other security or equity interest distributions on the shares of the Company or its Subsidiaries. The Company does not have outstanding Common Stock and any bonds, debentures, notes material dividends 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 distributions on any matter. Section 5.1(b) securities of any Company Subsidiary that have been authorized or declared prior to the Company Disclosure Letter contains a true date hereof have been paid in full (except to the extent such dividends have been publicly announced and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"are not yet due and payable).

Capital Structure. (ia) 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(A) 60,000,000 Company Shares, par value $.01 0.20 per share, (B) 25,000 shares of whichpreferred stock of the Company, as par value $100.00 per share (the “Company Preferred Stock”) and (C) 475,000 shares of serial preferred stock of the Company, par value $1.00 per share (the “Company Serial Preferred Stock”). At the close of business on October 5, 2018 (the “Capitalization Date”): (i) 29,453,140 Company Shares were issued and outstanding; (ii) no shares of Company Preferred Stock were issued and outstanding; (iii) no shares of Company Serial Preferred Stock were issued and outstanding; (iv) 3,737,327 Company Shares were held by the Company in its treasury; (v) 1,162,730 Company Shares were subject to issuance upon the exercise of outstanding Company Options (whether or not presently exercisable); (vi) 100,227 Company Shares were subject to issuance upon the settlement of outstanding Company RSUs; (vii) 115,083 Company Shares were subject to issuance upon the settlement of outstanding Company PSUs assuming achievement at target levels; (viii) 2,120,585 Company Shares were reserved for the future grant of Company Equity Awards under the Company Stock Plans; and (ix) 438,111 Company Shares were reserved for the future issuance under the Company ESPP or for purposes of the Company XXXX Scheme. From the close of business on the Capitalization Date 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 have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, not issued or granted any Equity Securities 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. set forth on Section 5.1(b3.03(a) of the Company Disclosure Letter contains a true Letter. (b) All outstanding Company Shares are, 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 Shares that may be 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 of Common Stock Units outstanding on January 31Company RSUs and Company PSUs shall be, 2004 in accordance with their terms. From January 31when issued, 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 not subject to, or issued in violation of, any preemptive right. As of the date of this Agreement, other than as set forth in Section 3.03(b) of the Company or by a direct or indirect wholly-owned Disclosure Letter, or, with respect to any foreign 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 Agreementdirectors’ qualifying shares or similar arrangements required by applicable Law, there are no preemptive issued, reserved for issuance or other outstanding, and there are not any outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights obligations of any kind that obligate the Company Entity to issue, deliver or sell, or cause to be issued, delivered or sold, (i) any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the any Company or any of its Subsidiaries Entity or any securities or obligations convertible or exchangeable into or exercisable for, or giving of 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest Entity convertible into or exchangeable or exercisable for any shares of capital stock or voting securities of, or other equity or similar interest interests in, any corporationCompany Entity or (ii) any warrants, partnershipcalls, joint venture options or other business as rights to acquire from any Company Entity, or any other obligation of any Company Entity to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, any Company Entity (the date of this Agreement foregoing clauses (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003i) and (ii), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iiicollectively, “Equity Securities”). Except as set forth in Section 3.03(b) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or Disclosure Letter, no Company Entity has any of its Subsidiaries outstanding obligation to repurchase, redeem or otherwise acquire any capital stock Equity Securities. (or options (other than options issued pursuant to c) Except for the Company Compensation Subsidiaries and Benefits Plans listed on Section 5.1(h)(i) investments in marketable securities and cash equivalents, none of the Company Disclosure Letternor any Company Subsidiary (i) owns or holds any equity securities, ownership interests or voting interests of, or securities exchangeable therefor, or investments in, any other Person or has the right to acquire any such of the foregoing or (ii) has any obligation or has made any commitment to acquire any shares of capital stock) stock or other security equity interests in any Person or equity interest to provide funds to or make any investment (in the form of the Company a loan, capital contribution or its Subsidiaries. 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. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Companyotherwise) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")Person.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 1,850,000,000 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 shareshare (the Company Preferred Stock). At the close of business on December 8, of which2017 (the Company Measurement Date), as of the date of this Agreement, 207,537 (A) 224,092,378 shares of Series C Company Common Stock were issued and outstanding (of which 0 shares of Company Common Stock were subject to vesting restrictions under the terms of incentive equity awards issued by the Company), (B) 18,273,406 shares of Company Common Stock were held by the Company in its treasury, (C) no shares of Company Preferred Stock were issued and 25,428 outstanding, (D) 13,594,656 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 issuancefuture issuance upon exercise of outstanding Company Options, 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 E) 1,706,984 shares of Company Common Stock reserved for were subject to issuance pursuant to the DoCoMo Warrant Agreement Company RSU Awards, and 50,000,000 (F) 1,169,200 shares of Series A Preferred Company Common Stock reserved for were subject to issuance pursuant to the Amended and Restated Rights Agreement, dated as Company PSU Awards (assuming satisfaction 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"any performance vesting conditions at maximum levels). 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(b4.1(c)(i) of the Company Disclosure Letter contains Schedule sets forth, as of the Company Measurement Date, a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase all restricted shares of Company Common Stock which Stock, Company Options, Company RSU Awards, and Company PSU Awards, including with respect to each such award, as applicable, the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued Equity Plan under the Stock Plans (each, a "Company Option")which it was granted, the date of grant, vesting schedule, 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 Company Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit")thereto. From January 31, 2004 to the date hereof the Each Company Option has not been issued any shares of Common Stock except pursuant to the exercise of Company Options in compliance with all Applicable Laws and the settlement of Common Stock Units outstanding on January 31, 2004 properly accounted for in all material respects 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. GAAP. (ii) 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 of capital stock of the Company that may be issued as permitted by this Agreement or otherwise shall 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 4.1(c) and except for changes since the Company Measurement Date resulting from the issuance of shares of Company Common Stock pursuant to the Rights Agreement and the Amended and Restated Investor AgreementCompany Options, dated Company RSU Awards or Company PSU Awards or as of December 20expressly permitted by Section 5.1(a)(ii), 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement"A) and the DoCoMo Warrant Agreement, there are no preemptive not issued 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 (x) any shares of capital stock or other voting securities of the Company, (y) any securities of the Company or any of its Subsidiaries or any securities or obligations convertible into or exchangeable into or exercisable for, or giving based upon the value of, shares of capital stock or voting securities of the Company or (z) any Person a right warrants, calls, options or other rights to subscribe for acquire from the Company or acquireany of its Subsidiaries (including any Subsidiary trust), any securities or obligations of the Company or any of its SubsidiariesSubsidiaries to issue, and no any capital stock, voting 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest securities convertible into or exchangeable or exercisable for any equity for, or similar interest inbased upon the value of, any corporation, partnership, joint venture capital stock or other business as voting securities of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, (B) there are no outstanding contractual obligations of the 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. (iii) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest interests of the Company or its Subsidiaries. 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 Except as set forth on any matter. Section 5.1(b4.1(c)(iii) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which Schedule, neither the Company ownsnor any of its Subsidiaries has granted any preemptive rights, directly anti-dilutive rights or indirectlyrights of first refusal, any voting interest registration rights or similar rights with respect to its shares of capital stock that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")are in effect.

Capital Structure. (ia) The authorized capital stock of the Company consists of 10,000,000,000 200,000,000 shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 20,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.01 per shareshare (the “Preferred Stock”). As of the close of business on March 24, 2010, (i) 22,371,376.0496 shares of whichCommon Stock were issued and outstanding, (ii) no shares of Preferred Stock were outstanding, (iii) no shares of Common Stock were held by the Company in its treasury and (iv) no Shares were owned by any Subsidiary of the Company. As of the close of business on March 24, 2010, other than 5,161,232 shares of Common Stock reserved for issuance upon exercise of outstanding Company Options under the Option Plans, the Company has no Shares reserved for issuance under any equity compensation plan. Section 3.2(a) of the Company Disclosure Schedule contains a correct and complete list, 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 each 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 Option issued under the Stock Plans (eachOption Plans, a "including the holder of such 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 of such Company Option, the number of shares of Common Stock Shares subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31to such Company Option, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise price applicable to each such Company Option, the Option Plan under which such Company Option was granted, whether such Company Option is an “incentive stock option” within the meaning of Company Options Section 422(b) of the Code, and the settlement portion 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 such Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock UnitsOption that is currently vested. 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 have been duly authorized, authorized and validly issued, issued and are fully paid and nonassessable and are not subject to, and were not issued in violation of, any preemptive rights. All Shares issuable upon exercise of Company Options have been duly reserved for issuance by the Company, and upon any issuance of such Shares in accordance with the terms of the Option Plans, will be duly authorized, validly issued and fully paid and nonassessable and will not be subject to, and will not be issued in violation of, any preemptive rights. (b) All of the issued and outstanding shares of capital stock or other Equity Interests of each of the Subsidiaries of the Company have been duly authorized and validly issued, and are fully paid and nonassessable and free and clear of any Liens (other than, with respect to Equity Interests of the Subsidiaries of the Company, Liens securing indebtedness under the Credit Agreement as in effect on the date of this Agreement), and are not subject to, and were not issued in violation of, any preemptive rights, and are owned of record and beneficially by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any LienLien (except for such transfer restrictions of general applicability as may be provided under the Securities Act and other applicable securities Laws). 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 3.2(b) of the Company in effect on Disclosure Schedule sets forth the date name of this Agreement. each Subsidiary of the Company, the jurisdiction of organization of each Subsidiary, the number of issued and outstanding Equity Interests of such Subsidiary and the record and beneficial owner of each such outstanding Equity Interest of such Subsidiary. (c) Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as on Section 3.2(a) 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 Schedule, 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 to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound relating to the issued or unissued Equity Interests of the Company or any of its Subsidiaries, or securities convertible into or exchangeable for such Equity Interests or obligating the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities Equity Interests of the Company or any of its Subsidiaries 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 or other Equity Interests 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 Except as amended. (ii) set forth in Section 5.1(b3.2(a) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in Schedule, there are no outstanding Contracts to which the Company or any of its Subsidiaries owns is a party affecting the voting rights of, or requiring the repurchase, redemption, issuance, creation or disposition of, any equity or similar interest Equity Interests in the Company or any interest of its Subsidiaries. Since March 24, 2010, neither the Company nor any of its Subsidiaries has issued any shares of its capital stock, or securities convertible into or exchangeable for such capital stock or exercisable any other Equity Interests in the Company or any of its Subsidiaries, except for any equity or similar interest in, any corporation, partnership, joint venture or other business issuances of Common Stock pursuant to exercise of Company Options set forth on Section 3.2(a) of the Company Disclosure Schedule and outstanding as of such date in accordance with the date terms of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet Company Options as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there such date. There are no outstanding contractual obligations bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with on any matter on which the stockholders of the Company or any of its Subsidiaries may vote. (d) Except for the capital stock and other Equity Interests of the Company’s Subsidiaries set forth on any matter. Section 5.1(b3.2(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which Schedule, the Company ownsdoes not own, directly or indirectly, any voting interest that may require capital stock or other Equity Interests in any Person. Neither the filing Company nor any of a report its Subsidiaries has entered into any commitment, arrangement or notification form by Cingular other Contract, or is otherwise obligated, to contribute capital, loan money or otherwise provide funds or make any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")investment in any other Person.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 150,000,000 Shares, of which 90,337,379 Shares were outstanding on November 17, 1997, 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 Stockpreferred stock, par value $US$.01 per shareshare (the "Preferred Shares"), 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 none are currently outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or Preferred Shares reserved for issuance. As of November 17, except that, as of January 31, 20041997, there were 230,079,174 shares issuable pursuant 4,333,055 Shares subject to outstanding awards under the Company's Amended Company Options. No Shares have been issued and Restated Long Term Incentive Plan and the no Company Adjustment Plan (the "Stock Plans")Options have been authorized, 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 Agreementissued or granted on November 17, 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 Cingular1997. Section 5.1(b) of the Company Disclosure Letter Schedule 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 Stock Plans (eachholder, a "Company Option")date of grant, 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 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 equity 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 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 in Section 5.1(b) 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 Schedule, 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 equity 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 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 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. 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. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")Voting Debt.

Capital Structure. (ia) 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, (x) 675,000,000 Shares and 1,000,000,000 shares of Preferred Stock(y) 10,000,000 preferred shares, par value $.01 per share, of which, as 0.01 (the “Preferred Shares”). As of the date close of this Agreementbusiness on May 20, 207,537 shares 2022 (the “Capitalization Date”), (i) 139,518,436 Shares were issued and outstanding (of Series C which 23,523,674 were Company Restricted Stock), (ii) no Shares were held in the treasury of the Company, (iii) no Shares were held by any Company Subsidiary, (iv) no Preferred Shares were issued or outstanding and (v) 13,379,013 Shares were reserved for issuance under the Company Stock Plans (of which 1,161,742 Shares were subject to outstanding Company Options, 3,968,614 were subject to outstanding Restricted Stock Units, and 25,428 shares 960,781 were subject to outstanding Performance Restricted Stock Units (assuming target level of Series E Preferred achievement of the applicable performance goals), each as granted under the Company Stock are outstandingPlans). All of the outstanding Shares have been duly authorized and are validly issued, are fully paid and nonassessablenonassessable and free of preemptive rights, and were not issued in violation of any preemptive or other similar rights or applicable Law. The As of the Capitalization Date, 1,593,479 Shares are reserved for issuance under the ESPP. Except for the preceding sentences and except for Shares that after the date hereof become reserved for issuance or subject to issuance as permitted under this Agreement, the Company has no Shares, Preferred 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 or other shares of Common Stock capital stock reserved for issuance pursuant for, or subject to, issuance. (b) From the Capitalization Date to the DoCoMo Warrant Agreement and 50,000,000 shares execution of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights this 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 Shares, except pursuant to the exercise of Company Options and or the settlement of Common Restricted Stock Units and Performance Restricted Stock Units outstanding on January 31as of the Capitalization Date, 2004 in accordance with their terms. From January 31, 2004 through and, since the Capitalization Date, except as expressly permitted by this Agreement for the period following the date of this Agreement, neither the Company nor any of its Subsidiaries have has not granted or issued any Company Options Options, Restricted Stock Units or Common Performance Restricted Stock Units. All grants . (c) Except as set forth in Section 4.2(a), as 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 outstanding (i) shares of capital stock or equity securities or obligations of the Company or its Subsidiaries convertible into or exchangeable for shares of capital stock or other outstanding equity or voting securities of the Company or its Subsidiaries or (ii) rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, rights of first refusal, rights of first offer, “phantom” stock rights, equity-based compensation, contingent value rights, subscriptions, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue issue, transfer or sell any shares of capital stock or other equity or voting 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, acquire from the Company or any of its Subsidiaries any equity or voting 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations that grant the holders of which have thereof 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. Each Company Option, Restricted Stock Unit, and Performance Restricted Stock Unit was granted in accordance with the terms of the applicable Company Stock Plan and all other applicable Law. (d) Section 5.1(b4.2(d) of the Company Disclosure Letter contains sets forth, as of the date of this Agreement, a true and complete list of identifying (i) each Person (other than Subsidiaries of the Company’s Subsidiaries and the ownership interest of the Company and its Subsidiaries in each such Subsidiary and (ii) any other Person in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular its Subsidiaries holds capital stock or other equity interest (other than securities held by any employee benefit plan of the Company or any of its Subsidiaries or any trustee, agent or other fiduciary in such capacity under any such employee benefit plan). No Subsidiary of the Hart-Scott-Rodino Antitrust Improvements Act Company owns any Shares. Each of 1976the outstanding shares of capital stock or other securities or equity interest of each of the Company’s Subsidiaries has been duly authorized and validly issued and is fully paid and nonassessable and is owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, as amended free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (the "XXX Xxx"each, a “Lien”) (except for Permitted Liens and Liens arising under applicable securities Laws).

Capital Structure. (ia) The authorized share capital stock of the Company consists of 10,000,000,000 175,000,000 Company Shares and 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 Preferred Stockpreferred stock, par value $.01 0.0001 per shareshare (“Company Preferred Shares”). At the close of business on January 26, of which2018 (the “Capitalization Date”), as of the date of this Agreement(i) 97,138,740 Company Shares were issued and outstanding, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding (ii) 40,000 Company 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 ’s treasury, (iii) 5,791,507 Company Shares were reserved and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved available for issuance or issued and outstanding pursuant to the DoCoMo Warrant Agreement Company Stock Plans, of which 4,928,581 Company Shares were potentially issuable upon the exercise of Company Options and 50,000,000 shares 862,926 Company Shares were potentially issuable upon the vesting or settlement of Series A Company Restricted Stock Unit Awards (including any Company Restricted Stock Unit Awards the settlement of which has been deferred), and (iv) no Company Preferred Stock reserved for issuance pursuant to the Amended Shares were issued and Restated Rights Agreement, dated as outstanding. The number of September 1, 2002, between Company Shares that could be acquired with accumulated payroll deductions under the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (ESPP at the "Rights Agreement"). A true and complete copy close of business on the Rights Agreement as purchase date for the offering period in effect as of the date of this Agreement has been made available (assuming (A) the market price of a Company Share as of the close of business on such date is equal to Cingular. the Cash Consideration, (B) such date represents the last day of the current offering period and (C) payroll deductions continue at the current rate) does not exceed 716,876 Company Shares. (b) Except as set forth in Section 5.1(b3.03(a), as of the Capitalization Date, there were (i) no outstanding shares of, or other equity or voting interests in, the Company, (ii) no outstanding securities of the Company Disclosure Letter contains a true and complete list as of January 31convertible into or exchangeable for shares of, 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")other equity or voting interests in, the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and Company, (IIiii) the number of no outstanding rightsoptions, including those issued under the Stock Planswarrants, 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 rights or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by commitments or agreements to acquire from the Company or by a direct or indirect wholly-owned any Subsidiary of the Company, free and clear of or that obligate the Company or 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 Subsidiary 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 Agreementissue, dated as of December 20any shares of, 2000or other equity or voting interests in, and amended as of December 26or any securities convertible into or exchangeable for shares of, 2002, between Former Parentor other equity or voting interests in, the Company and DoCoMo Company, (the "DoCoMo Investor Agreement"iv) 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 obligations of any kind that obligate the Company or any of its Subsidiaries to issue grant, extend or sell enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any shares of capital stock of, or other securities of equity or voting interests in, the Company and (v) no other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of 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 foregoing or any of its Subsidiariesdividends paid thereon (the items described in clauses (i), 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii), (iv) Other than the rights of DoCoMo pursuant and (v) being referred to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there collectively as “Company Securities”). There are no outstanding contractual obligations agreements of any kind that obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock Company Securities (or options (other than options issued except pursuant to the acquisition by the Company Compensation of Company Shares for purposes of satisfying Tax withholding obligations or the payment of any exercise price with respect to holders of Company Options and Benefits Plans listed on Section 5.1(h)(i) Company Restricted Stock Unit Awards), or obligate the Company or any Subsidiary of the Company Disclosure Letter) to acquire grant, extend or enter into any such capital stock) agreements relating to any Company Securities, including any agreements granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or other security or equity interest of the similar rights with respect to any Company or its SubsidiariesSecurities. The Company does not have outstanding any There are no bonds, debentures, notes or other obligations Indebtedness of the holders of which have Company or its Subsidiaries having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares may vote. Neither the Company nor any of its Subsidiaries is a party to any stockholders’ agreement, voting trust agreement, registration rights agreement or other similar agreement or understanding relating to any Company Securities or any other agreement relating to the disposition, voting or dividends with respect to any Company Securities. All issued and outstanding Company Shares have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. Since the stockholders Capitalization Date through the date hereof, neither the Company nor any of its Subsidiaries has (A) issued any Company Securities, other than pursuant to Company Options and Company Restricted Stock Unit Awards that were outstanding as of the Capitalization Date or (B) established a record date for, declared, set aside for payment or paid any dividend on, or made any other distribution in respect of, any Company Securities. (c) The Company Shares constitute the only issued and outstanding class of securities of the Company on or its Subsidiaries registered under the Exchange Act. (d) All outstanding Company Options and Company Restricted Stock Unit Awards are evidenced by individual written award agreements (each, a “Company Stock Award Agreement”) substantially similar to the form relating to the applicable jurisdiction, true, correct and complete copies of which have been made available to Parent prior to the date hereof, and no Company Stock Award Agreement contains terms that are different in any matter. Section 5.1(bmaterial respect from the terms contained in any such form. (e) No Subsidiary of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the owns any Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx")Shares.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 19,500,000 shares of Company Common Stock and 1,000,000 shares of preferred stock without par value (the “Company Preferred Stock”). (ii) At the close of business on December 15, 2010, (A) no Company Preferred Stock was issued and outstanding, (B) 5,787,231 shares of Company Common Stock were issued and outstanding, of whichwhich 7,875 shares were subject to forfeiture or restrictions on transfer (the “Company Restricted Stock”), as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 (C) 6,041,074 shares of Preferred StockCompany Common Stock were held by the Company in its treasury, par value $.01 per share, of which, as of the date of this Agreement, 207,537 (D) 212,790 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 remain reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 Company’s 2003 Incentive Stock Option Plan, as amended (the “Company Stock Plan”), (E) 27,840 shares of Series A Preferred Company Common Stock reserved for were subject to outstanding restricted stock units granted under the Company Stock Plan (the “Company RSUs”), none of which was as of December 15, 2010, or has or could become prior to July 1, 2011, vested or otherwise exercisable, and (F) 88,000 shares of Company Common Stock were subject to stock-settled stock appreciation rights linked to the value of the Company Common Stock issued under the Company Stock Plan (the “Company SARs”), of which 35,999 shares of Company Common Stock were subject to issuance pursuant to the Amended vested Company SARs, and Restated Rights Agreement, dated 52,001 shares of Company Common Stock were subject to issuance pursuant to Company SARs that were not vested as of September December 15, 2010, and have not or could not become prior to July 1, 20022011, 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 vested or otherwise available to Cingularsettle in Company Common Stock. Section 5.1(b4.1(c) of the Company Disclosure Letter contains a true Schedule sets forth, with respect to each share of Company Restricted Stock, each Company RSU and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the each 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")SAR, the grant date, vesting schedule, exercise price of all Company Options price, and number of shares of Company Common Stock issuable at that may be issued in connection with such exercise price and security (IIin each case, as applicable). (iii) Since the number close of outstanding rightsbusiness on December 15, including those issued under the Stock Plans, to receive, or right the value of which is determined 2010 (A) there have been no issuances 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 or equity interests of the Company's Subsidiaries is , other than issuances of shares of Company Common Stock pursuant to the settlement of Company RSUs or Company SARs in the amounts set forth in Section 4.1(c)(ii), and (B) there have been no issuances by the Company of securities convertible into, or exchangeable or exercisable for, or options, warrants or other rights to acquire, or shares of deferred stock, restricted stock units, stock-based performance units, stock appreciation rights or “phantom” stock awards with respect to, any such stock, interests or securities, or derivative securities or other rights that are linked to the value of Company Common Stock or the value of the Company or any part thereof. (iv) All outstanding shares of capital stock of the Company are, and all shares that may be issued pursuant to the Company RSUs or Company SARs shall 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 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 and pursuant to the Rights Agreement and the Amended and Restated Investor Agreementin Section 4.1(c)(ii), dated as of December 20the Agreement Date, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement"A) 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 (1) any 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 interests of the Company or any of its Subsidiaries, and no (2) any securities or obligations evidencing such rights are authorized, issued or outstanding. The of any 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. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest Entity convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company Entities, (3) any equity warrants, calls, options or similar interest inother rights to acquire from the Company Entities, and no obligation of the Company Entities to issue, any corporationcapital stock, partnershipvoting securities, joint venture equity interests or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company Entities or (4) any shares of deferred stock, restricted stock units, stock-based performance units, stock appreciation rights or “phantom” stock awards with respect to any capital stock of the Company Entities, or derivative securities or other business as rights that are linked to the value of the date of this Agreement (in each case other than any such interests that had a carrying Company Common Stock or the value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation Company Entities or organization any part thereof and the percentage of and kind of interest owned. (iiiB) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no not any outstanding contractual obligations of the Company or any of its Subsidiaries Entities to repurchase, redeem or otherwise acquire any capital stock such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities (or options (other than options issued except pursuant to the forfeiture of Company Compensation and Benefits Plans listed on Section 5.1(h)(i) RSUs or Company SARs, the accelerated vesting of Company Restricted Stock or the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest Tax withholding obligations of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have Company RSUs or Company SARs in accordance with their terms as in effect on the right Agreement Date or pursuant to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"this Agreement)...