Common use of Capitalization and Related Matters Clause in Contracts

Capitalization and Related Matters. (a) As of the date hereof, the authorized capital stock of the Company consists of 1,600,000,000 shares of Company Common Stock and 200,000,000 shares of Company Preferred Stock. As of the date hereof: (i) 89,954,431 shares of Company Common Stock are issued and outstanding, and there are no shares of Company Preferred Stock issued or outstanding; (ii) 4,807,071 shares of Company Common Stock are reserved for issuance and issuable upon or otherwise deliverable under the Company’s Second Amended 1997 Stock Option Plan, 2000 Long Term Incentive Plan and Employee Stock Purchase Plan (collectively, the “Company Stock Plans”) in connection with the exercise of outstanding Company Options and the vesting of outstanding Other Stock Awards. Schedule 3.6(a)(ii) sets forth the exercise prices for the Company Options; (iii) 13,638,600 shares of Company Common Stock are reserved for issuance and issuable as of the date hereof upon conversion of the Company’s 3.125% Convertible Senior Debentures due 2006 (the “Convertible Debentures”); and (iv) 3,820,980 shares of Company Common Stock are reserved for issuance and 3,820,980 shares of Company Common Stock are issuable upon exercise of the Company Warrants. Schedule 3.6(a)(iv) sets forth the names of all holders of Company Warrants, the number of shares of Company Common Stock purchasable thereunder and the exercise price(s) therefor. (b) The outstanding shares of Company Common Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable and (ii) were issued in compliance with all applicable federal and state securities laws. All grants of Company Options and Other Stock Awards were validly issued and properly approved by the Company’s Board of Directors in accordance with all applicable law and no such grants involved any “backdating” or similar practices with respect to the effective date of grant. Except as set forth above in Section 3.6(a), as of the date hereof, no shares of capital stock of the Company are outstanding. Except as set forth above in Section 3.6(a) or as required pursuant to Section 5.5 of this Agreement, the Company does not have outstanding any securities convertible into or exchangeable for any shares of capital stock, including Company Options, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or known claims of any other character relating to the issuance of, any capital stock, or any stock or securities convertible into or exchangeable for any capital stock; and the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of capital stock. Except as set forth above in Section 3.6(a), 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. True and complete copies of the Company Warrants have been made available to Parent or its representatives. (c) Except as set forth on Schedule 3.6(c), all of the outstanding shares of capital stock, or membership interests or other ownership interests of, each Subsidiary of the Company, as applicable, is validly issued, fully paid and nonassessable and is owned of record and beneficially by the Company, directly or indirectly. The Company has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of the Company, free and clear of any Liens other than Permitted Liens. Such outstanding shares of capital stock of, or membership interests or other ownership interests in, the Subsidiaries of the Company, as applicable, are the sole outstanding securities of such Subsidiaries; the Subsidiaries of the Company do not have outstanding any securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, or any stock or securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries; and except as required pursuant to Section 5.5 of this Agreement, neither the Company or any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or membership interests or other ownership interests in, any Subsidiary of the Company. The Company has made available to Parent or its representatives true and correct copies of the organizational documents of C III Communications, LLC (“CIII”) and all other agreements between the Company or its Subsidiaries on the one hand and BCSI Inc. (“BCSI”) or its Subsidiaries on the other hand, with respect to CIII or BCSI’s interest therein. BCSI and its Affiliates hold in the aggregate the interest in CIII set forth on Schedule 3.6(c) and no other Person (other than the Company and its Subsidiaries) owns any equity interest in CIII.

Capitalization and Related Matters. (ai) As of the date hereof, the The authorized share capital stock of the Company consists of 1,600,000,000 shares 600,000,000 shares, consisting of Company (i) 500,000,000 Common Stock Shares and 200,000,000 shares of Company (ii) 100,000,000 Preferred Stock. Shares. (ii) As of the date hereof: close of business on August 15, 2016 (i) 89,954,431 shares of Company the “Capitalization Date”), 23,624,014 Common Stock are Shares were issued and outstanding, and there are were no shares of Company Preferred Stock Shares issued or outstanding; (ii) 4,807,071 shares of Company Common Stock are reserved for issuance and issuable upon or otherwise deliverable under the Company’s Second Amended 1997 Stock Option Plan, 2000 Long Term Incentive Plan and Employee Stock Purchase Plan (collectively, the “Company Stock Plans”) in connection with the exercise of outstanding Company Options and the vesting of outstanding Other Stock Awards. Schedule 3.6(a)(ii) sets forth the exercise prices for the Company Options;. (iii) 13,638,600 shares As of the Capitalization Date, Company Share Awards representing 2,319,471 Common Stock are reserved for issuance Shares not subject to performance based vesting were issued and issuable outstanding, Company Share Awards representing 659,800 Common Shares subject to performance based vesting (based on the maximum level of performance) were issued and outstanding, Company Share Options representing 3,185,313 Common Shares were issued and outstanding, of which 2,995,414 were vested and exercisable as of the date hereof upon conversion of the Company’s 3.125% Convertible Senior Debentures due 2006 (the “Convertible Debentures”); andCapitalization Date, and Company Warrants convertible into 2,000,000 Common Shares were exercisable. (iv) 3,820,980 shares of Company Common Stock are reserved for issuance and 3,820,980 shares of Company Common Stock are issuable upon exercise Section 3.6(a)(iv) of the Company Warrants. Schedule 3.6(a)(iv) Disclosure Letter sets forth as of the names close of all holders business on the Capitalization Date a list of each outstanding Company WarrantsEquity Award and Company Warrant and (A) the name of the holder of such Company Equity Award and Company Warrant, (B) the number of shares Common Shares subject to such outstanding Company Equity Award (based on the maximum level of performance for each Company Common Stock purchasable thereunder Share Award that is subject to performance based vesting), (C) the date on which such Company Equity Award and Company Warrant was granted or issued, (D) the exercise price(sprice of each Company Share Option and Company Warrant, (E) thereforthe expiration date of each Company Share Option and Company Warrant, (F) the extent to which such Company Equity Award is vested as of such date, (G) if such Company Equity Award has performance-vesting criteria and (H) the amount of accrued dividend equivalents with respect to each Company Share Award and Company Warrant. (bv) Section 3.6(a)(v) of the Disclosure Letter sets forth as of the close of business on the Capitalization Date the aggregate exercise price of all Company Share Options that have a per share exercise price that is less than the Merger Consideration. (i) The outstanding shares Common Shares have been, and all Common Shares which may be issued pursuant to the exercise or settlement of outstanding Company Common Stock (i) have been Equity Awards and Company Warrants are or will be when issued, duly authorized and validly issued and are fully paid paid, and nonassessable and an acquirer of Common Shares has no obligation to make further payments for its purchase of Common Shares or contributions to the Company solely by reason of the Common Shares or its status as a member of a limited liability company. (ii) were issued in compliance with all applicable federal and state securities laws. All grants of Company Options and Other Stock Awards were validly Except for the Common Shares issued and properly approved by outstanding as of the Company’s Board of Directors in accordance with all applicable law and no such grants involved any “backdating” or similar practices with respect to the effective date of grant. Except Capitalization Date as set forth above in Section 3.6(a) (and any Common Shares issued following such date and prior to the date hereof upon the settlement or exercise of Company Equity Awards or Company Warrants), and the Company Equity Awards and Company Warrants listed on Section 3.6(a) of the Disclosure Letter, as of the date hereof, except as set forth on Section 3.6(b) of the Disclosure Letter, no shares of capital stock equity interests of the Company are outstanding. Except as set forth above in Section 3.6(a) or as required pursuant to Section 5.5 of this Agreement, outstanding and neither the Company does not have nor any Subsidiary thereof has outstanding (A) any securities convertible into or exchangeable for any shares of capital stockequity interests of the Company, including Company Options, (B) any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any warrants, calls, commitments or known claims of any other character relating to the issuance ofrepurchase rights, any capital stock, or any stock or securities convertible into or exchangeable for any capital stock; and the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of capital stock. Except as set forth above in Section 3.6(a), 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. True and complete copies of the Company Warrants have been made available to Parent or its representatives. (c) Except as set forth on Schedule 3.6(c), all of the outstanding shares of capital stock, or membership interests or other ownership interests of, each Subsidiary of the Company, as applicable, is validly issued, fully paid and nonassessable and is owned of record and beneficially by the Company, directly or indirectly. The Company has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of the Company, free and clear of any Liens other than Permitted Liens. Such outstanding shares of capital stock of, or membership interests or other ownership interests in, the Subsidiaries of the Company, as applicable, are the sole outstanding securities of such Subsidiaries; the Subsidiaries of the Company do not have outstanding any securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any callsvoting rights, commitments or claims of any other character relating to the issuance of, any capital stock of, or membership equity interests or other ownership interests in, such Subsidiaries, of the Company or any stock or securities convertible into or exchangeable for any capital such equity interests, or (C) any stock appreciation rights, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or membership provide economic benefits based, directly or indirectly, on the value or price of, any equity interests or other ownership interests in, such Subsidiaries; and except as required pursuant to Section 5.5 of this Agreement, neither the Company or (the items in clauses (A), (B) and (C) immediately above, together with the Common Shares, being referred to herein collectively as the “Company Securities”). (iii) Neither the Company nor any of its Subsidiaries Subsidiary thereof is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, to grant any Person a right to subscribe for or acquire, or to register under the Securities Act, any capital stock ofCompany Securities. (iv) Neither the Company nor any Subsidiary thereof has outstanding any bonds, or membership interests debentures, notes or other ownership interests in, any Subsidiary similar debt obligations the holders of which have the Company. The Company has made available right to Parent vote (or its representatives true and correct copies are convertible into or exercisable for securities having the right to vote) with the Shareholders of the organizational documents of C III Communications, LLC (“CIII”) and all other agreements between the Company or its Subsidiaries any such Subsidiary on the one hand and BCSI Inc. (“BCSI”) or its Subsidiaries on the other hand, with respect to CIII or BCSI’s interest therein. BCSI and its Affiliates hold in the aggregate the interest in CIII set forth on Schedule 3.6(c) and no other Person (other than the Company and its Subsidiaries) owns any equity interest in CIIImatter.

Capitalization and Related Matters. (a) As of the date hereof, the authorized capital stock of the Company consists of 1,600,000,000 27,000,000 shares of Company Common Stock and 200,000,000 13,000,000 shares of Company Preferred Stock. As of the date hereof: (i) 89,954,431 9,225,000 shares of Company Common Stock are issued and outstanding, outstanding and there are no 11,596,382 shares of Company Preferred Stock are issued or and outstanding;; and (ii) 4,807,071 551,075 shares of Company Common Stock are reserved for issuance and issuable upon or otherwise deliverable under the Company’s Second Amended 1997 2004 Stock Option Incentive Plan, 2000 Long Term 2005 Stock Incentive Plan and Employee 2006 Stock Purchase Incentive Plan (collectively, the “Company Stock Plans”) or otherwise in connection with the exercise of outstanding Company Options and the vesting of outstanding Other Stock Awards. Schedule 3.6(a)(ii) sets forth the exercise prices for the Company Options; (iii) 13,638,600 shares of Company Common Stock are reserved for issuance and issuable as of the date hereof upon conversion of the Company’s 3.125% Convertible Senior Debentures due 2006 (the “Convertible Debentures”); and (iv) 3,820,980 shares of Company Common Stock are reserved for issuance and 3,820,980 shares of Company Common Stock are issuable upon exercise of the Company Warrants. Schedule 3.6(a)(iv) sets forth the names of all holders of Company Warrantsholders, the number of shares of Company Common Stock purchasable thereunder covered thereby, the vesting schedule and the exercise price(s) thereforprices for the Company Options and the outstanding Other Stock Awards. (b) The outstanding shares of Company Common Stock and Company Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable and (ii) were issued in compliance with all applicable federal and state securities laws. All grants of Company Options and Other Stock Awards were validly issued and properly approved by the Company’s Board of Directors in accordance with all applicable law and no such grants involved any “backdating” or similar practices with respect to the effective date of grant. Except as set forth above in Section 3.6(a) or Schedule 3.6(b), as of the date hereof, no shares of capital stock of the Company are outstanding. Except as set forth above in Section 3.6(a) or as required pursuant to Section 5.5 of this Agreement, outstanding and the Company does not have outstanding any securities convertible into or exchangeable or exercisable for any shares of capital stock, including Company Options, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or known claims of any other character relating to the issuance of, any capital stock, or any stock or securities convertible into or exchangeable or exercisable for any capital stock; and the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of capital stock. Except as set forth above in Section 3.6(a), the Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. True and complete copies of the Company Warrants have been made available to Parent or its representatives. (c) Except as set forth on Schedule 3.6(c), all All of the outstanding shares of capital stockstock of, or membership interests or other ownership interests ofin, each Subsidiary of the Company, as applicable, is are validly issued, fully paid and nonassessable and is are owned of record and beneficially by the Company, directly or indirectly. The Company has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of the Company, free and clear of any Liens other than Permitted Liens. Such outstanding shares of capital stock of, or membership interests or other ownership interests in, the Subsidiaries of the Company, as applicable, are the sole outstanding securities of such Subsidiaries; the Subsidiaries of the Company do not have outstanding any securities convertible into or exchangeable or exercisable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, or any stock or securities convertible into or exchangeable or exercisable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries; and except as required pursuant to Section 5.5 of this Agreement, neither the Company or any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or membership interests or other ownership interests in, any Subsidiary of the Company. The Company has made available to Parent or its representatives true and correct copies of the organizational documents of C III Communications, LLC (“CIII”) and all other agreements between the Company or its Subsidiaries on the one hand and BCSI Inc. (“BCSI”) or its Subsidiaries on the other hand, with respect to CIII or BCSI’s interest therein. BCSI and its Affiliates hold in the aggregate the interest in CIII set forth on Schedule 3.6(c) and no other Person (other than the Company and its Subsidiaries) owns any equity interest in CIII.

Capitalization and Related Matters. (a) As of the date hereof, the The authorized capital stock of the Company consists solely of 1,600,000,000 30,000,000 shares of Company Common Stock and 200,000,000 Stock, of which 4,744,245 shares of Company Preferred Stock. As of the date hereof: (i) 89,954,431 shares of Company Common Stock are issued and outstanding, and there are no 8,000,000 shares of Company Series A Preferred Stock Stock, of which 8,000,000 shares are issued or and outstanding; (ii) 4,807,071 , 7,642,443 shares of Company Common Stock Series B Preferred Stock, of which 7,616,280 shares are reserved for issuance issued and issuable upon or otherwise deliverable under the Company’s Second Amended 1997 Stock Option Planoutstanding and 3,400,000 shares of Series C Preferred Stock, 2000 Long Term Incentive Plan of which 3,375,000 shares are issued and Employee Stock Purchase Plan outstanding (each, a “Share” and, collectively, the “Company Stock PlansShares”). Schedule 2.3(a) in connection with lists each holder of the exercise of outstanding Company Options Shares and the vesting class and number of outstanding Other Stock AwardsShares owned by such holder. Schedule 3.6(a)(ii) sets forth the exercise prices for All shares of capital stock in the Company Options; (iii) 13,638,600 shares are owned by the Stockholders, of Company Common Stock are reserved for issuance record and issuable as of beneficially, and constitute the date hereof upon conversion only issued and outstanding capital stock of the Company’s 3.125% Convertible Senior Debentures due 2006 (the “Convertible Debentures”); and (iv) 3,820,980 shares of Company Common Stock are reserved for issuance and 3,820,980 shares of Company Common Stock are issuable upon exercise . All of the Company Warrants. Schedule 3.6(a)(iv) sets forth the names of all holders of Company Warrants, the number of shares of Company Common Stock purchasable thereunder and the exercise price(s) therefor. (b) The outstanding shares of Company Common Stock (i) have been Shares were duly authorized and validly issued and are fully paid and nonassessable non-assessable. (b) Except for the Company Options and the Comerica Warrants and as disclosed on Schedule 2.3(b)(i), (i) there are no authorized or outstanding (A) securities of the Company other than the Shares or (B) warrants, preemptive rights, other rights, or options with respect to any securities of the Company or any securities or right convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of the Company’s capital stock, and (ii) were issued in compliance with all applicable federal and state securities laws. All grants of Company Options and Other Stock Awards were validly issued and properly approved by the Company’s Board of Directors in accordance with all applicable law and no such grants involved any “backdating” or similar practices with respect to the effective date of grant. Except as set forth above in Section 3.6(a), as of the date hereof, no shares of capital stock of the Company are outstanding. Except as set forth above in Section 3.6(a) or as required pursuant to Section 5.5 of this Agreement, the Company does not have outstanding any securities convertible into or exchangeable for any shares of capital stock, including Company Options, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or known claims of any other character relating to the issuance of, any capital stock, or any stock or securities convertible into or exchangeable for any capital stock; and the Company is not subject to any obligation (contingent or otherwise) to repurchase issue, sell, deliver, redeem or otherwise transfer, acquire or retire, retire the Shares or to register under any other securities of the Securities Act, any shares of capital stockCompany. Except as set forth above in Section 3.6(adescribed on Schedule 2.3(b)(i), there are no shareholder agreements, buy-sell agreements, voting trust or other agreement or understanding to which the Company does not have outstanding or 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 Subsidiary of the Company is a party or to which it is bound, all such agreements previously in effect shall be terminated on any matterthe Closing Date. True Schedule 2.3(b)(i) sets forth a list of each Company Option (other than the Unvested Company Options) and complete copies the exercise price of each such option and separately, at the Effective Time as a result of the Merger reflecting any acceleration of vesting or adjustment to purchase price or exercise price of such option, the date of grant and the vesting schedule. Schedule 2.3(b)(ii) sets forth a list of each Unvested Company Warrants have been made available Option and the exercise price of each such option and separately, at the Effective Time as a result of the Merger reflecting any acceleration of vesting or adjustment to Parent purchase price or its representativesexercise price of such option, the date of grant and the vesting schedule. (c) Except as set forth on Schedule 3.6(c), all of the outstanding shares of capital stock, or membership interests or other ownership interests of, each Subsidiary of the Company, as applicable, is validly issued, fully paid and nonassessable and is owned of record and beneficially by the Company, directly or indirectly. The Company has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of the Company, free and clear of any Liens other than Permitted Liens. Such outstanding shares of capital stock of, or membership interests or other ownership interests in, the Subsidiaries of the Company, as applicable, are the sole outstanding securities of such Subsidiaries; the Subsidiaries Each of the Company do not have outstanding any securities convertible into or exchangeable Options may, in accordance with their respective terms, be treated in the manner provided for any capital stock ofherein. (d) All of the Shares and all options, or membership interests warrants or other ownership interests in, such Subsidiaries, securities of the Company have been issued in accordance with applicable federal and state securities laws. The transactions contemplated by this Agreement are not subject to any rights to subscribe for or to purchase or any options for preemptive rights. (e) Each of the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating amounts payable to the issuance ofholders of the Series A Preferred Stock, any capital stock ofSeries B Preferred Stock, or membership interests or other ownership interests in, such Subsidiaries, or any stock or securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries; Series C Preferred Stock and except as required pursuant Common Stock under Section 1.5 has been calculated and will be paid (when paid in accordance with and subject to Section 5.5 the terms of this Agreement) in accordance with and subject to all terms of the Certificate of Incorporation of the Company set forth as Exhibit 4.1 hereto, neither which will be duly authorized and filed with the Delaware Secretary of State prior to or at Closing, and any other agreements binding upon the Company or any of its Subsidiaries to which the Company is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or membership interests or other ownership interests in, any Subsidiary of the Company. The Company has made available to Parent or its representatives true and correct copies of the organizational documents of C III Communications, LLC (“CIII”) and all other agreements between the Company or its Subsidiaries on the one hand and BCSI Inc. (“BCSI”) or its Subsidiaries on the other hand, with respect to CIII or BCSI’s interest therein. BCSI and its Affiliates hold in the aggregate the interest in CIII set forth on Schedule 3.6(c) and no other Person (other than the Company and its Subsidiaries) owns any equity interest in CIIIapplicable Laws.

Capitalization and Related Matters. (a) As of the date hereof, the The authorized capital stock of the Company consists of 1,600,000,000 120,000,000 shares of Company Common Stock and 200,000,000 35,000,000 shares of preferred stock, par value $0.01 per share (the “Company Preferred Stock”). As of On the date hereof: (i) 89,954,431 1,617,625 shares of Company Common Stock are issued and outstanding, including 6,780 restricted shares of Company Common Stock (“Restricted Stock”), (ii) 8,700,000 shares of Company Preferred Stock are issued and there outstanding, all of which are designated Series B Preferred Stock, (iii) 1,173 shares of Company Common Stock are held by the Company as treasury shares; no shares of Company Preferred Stock issued or outstanding;are held by the Company as treasury shares, (iiiv) 4,807,071 an aggregate of 112,427 shares of Company Common Stock are reserved and available for issuance pursuant to the Company Plans, and issuable upon or otherwise deliverable under the Company’s Second Amended 1997 of such shares (A) 70,953 shares of Company Common Stock Option Plan, 2000 Long Term Incentive Plan and Employee Stock Purchase Plan (collectively, the “Company Stock Plans”) in connection with the exercise of are subject to issuance pursuant to outstanding Company Options Options, and the vesting (B) 6,780 shares of Company Common Stock are subject to issuance pursuant to outstanding Other Restricted Stock Awards. Schedule 3.6(a)(ii) sets forth the exercise prices for the Company Options;and RSU grants, and (iiiv) 13,638,600 an aggregate of 1,385,178 shares of Company Common Stock are reserved and available for issuance and issuable as upon the exercise of Company Warrants. Other than the date hereof upon conversion Company Plans, there is no plan or other Contract providing for the grant of options, securities or other rights exercisable or exchangeable for or into shares of Company Common Stock by the Company’s 3.125% Convertible Senior Debentures due 2006 (the “Convertible Debentures”); and (iv) 3,820,980 Company or any of its Subsidiaries. No shares of Company Common Stock are reserved for issuance owned by any Subsidiary of the Company. Section 3.06(a) of the Company Disclosure Schedule sets forth a true and 3,820,980 complete list as of the date hereof, of (x) all outstanding Company Options, the number of shares of Company Common Stock are issuable upon (or other capital stock) subject thereto, the grant dates, expiration dates and exercise prices thereof, the names of the holders thereof and whether or not each holder is a current employee of the Company Warrants. Schedule 3.6(a)(ivor any of its Subsidiaries and whether or not such Company Option is intended to qualify as an “incentive stock option” under Section 422 of the Code, (y) sets forth all outstanding shares of Restricted Stock and RSUs, the number of shares of Company Common Stock (or other capital stock) subject thereto (as applicable), the grant dates, the dates any forfeiture or repurchase conditions lapse, any repurchase prices and the names of the holders thereof and whether or not each holder is a current employee of the Company or any of its Subsidiaries and (z) all holders of outstanding Company Warrants, the number of shares of Company Common Stock purchasable thereunder (or other capital stock) subject thereto, the issuance dates, the maturity or expiration dates, the exercise or conversion prices and the exercise price(snames of the holders thereof. All outstanding Company Stock Options, shares of Restricted Stock and RSUs are evidenced by written award agreements, in each case in the forms set forth in Section 3.01(a) thereforof the Company Disclosure Schedule, and no award agreement relating to any outstanding Company Stock Option, Restricted Stock or RSU contains terms that are inconsistent with such forms. Copies of all Instruments evidencing Company Warrants have been made available to Parent prior to the date hereof. (b) The outstanding shares of Company Common Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable and (ii) were issued in compliance with all applicable federal and state securities laws. All grants of Company Options and Other Stock Awards were validly issued and properly approved by the Company’s Board of Directors in accordance with all applicable law and no such grants involved any “backdating” or similar practices with respect to the effective date of grant. Except as set forth above in Section 3.6(a), as of On the date hereof, no shares of capital stock of, or other equity or voting interests in, the Company, or any securities convertible into, or exchangeable for, any such stock, interests or securities, or any options, warrants, shares of deferred stock, restricted stock awards, stock appreciation or depreciation rights, dividend equivalent rights, “phantom” stock awards or other calls or rights to acquire or receive any such stock, interests or securities, or other rights that are linked in any way to the value of the Company are Common Stock or the value of the Company or any part thereof, were issued, reserved for issuance or outstanding. Except as set forth above in expressly permitted under Section 3.6(a5.01(a)(i) or as required pursuant to Section 5.5 of this Agreement, since the date hereof, there have been no issuances by the Company does not have outstanding of shares of capital stock of, or other equity or voting interests in, the Company, or any securities convertible into into, or exchangeable for for, any shares of capital such stock, including Company Options, any rights to subscribe for interests or to purchase or any options for the purchase ofsecurities, or any agreements providing for the issuance (contingent options, warrants, shares of deferred stock, restricted stock awards, restricted stock unit awards, stock appreciation or otherwise) ofdepreciation rights, dividend equivalent rights, “phantom” stock awards or other calls or rights to acquire or receive any such stock, interests or securities, or other rights that are linked in any calls, commitments or known claims of any other character relating way to the issuance of, any capital stock, or any stock or securities convertible into or exchangeable for any capital stock; and the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of capital stock. Except as set forth above in Section 3.6(a), 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 value of the Company on any matter. True and complete copies Common Stock or the value of the Company Warrants have been made available to Parent or its representativesany part thereof. (c) Except as set forth on Schedule 3.6(c), all of the All outstanding shares of capital stock, or membership interests or other ownership interests of, each Subsidiary stock of the CompanyCompany are, as applicableand all shares which are issuable pursuant to the Company Plans shall be, is when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and is owned not subject to or issued in violation of record and beneficially by the Companyany purchase option, directly call or indirectly. The Company hasput option, as right of first offer or refusal, preemptive right, subscription right or any similar right under any provision of the date hereof and shall have on PBCL, the Closing DateCompany Organizational Documents or any Contract to which the Company is a party or otherwise bound. Except as set forth in Section 3.06(a), valid and marketable title to all of the shares of capital stock ofthere are no (i) bonds, or membership interests debentures, notes or other ownership interests in, each Subsidiary evidences of the Company, free and clear of any Liens other than Permitted Liens. Such outstanding shares of capital stock of, or membership interests or other ownership interests in, the Subsidiaries of the Company, as applicable, are the sole outstanding securities of such Subsidiaries; the Subsidiaries indebtedness of the Company do not have outstanding or any of its Subsidiaries and (ii) securities convertible into or exchangeable for other instruments or obligations of the Company or any of its Subsidiaries, in each case, the value of which is based upon or derived from any capital stock of, or membership interests other equity or other ownership interests voting interest in, such Subsidiaries, the Company or which has or which by its terms may have at any rights time (whether actual or contingent) the right to subscribe for vote (or to purchase or any options for the purchase ofwhich is convertible into, or exchangeable or exercisable for, securities having the right to vote) on any agreements providing for matters on which holders of Company Common Stock may vote (whether generally in the issuance (contingent election of Company directors or otherwise) of, or any calls, commitments or claims in respect of any other character relating matter for which holders of Company Common Stock are entitled to vote as a matter of Law or pursuant to the issuance ofCompany Organizational Documents). Except as set forth in Section 3.06(a), there are no securities, options, warrants, calls, rights or Contracts of any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, or any stock or securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries; and except as required pursuant kind to Section 5.5 of this Agreement, neither which the Company or any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retirea party, or by which the Company or any of its Subsidiaries is bound, obligating the Company or any of its Subsidiaries to register under the Securities Actissue, any deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or membership interests other equity or other ownership voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, the Company or any Subsidiary of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right or Contract. With respect to the Company Options, (A) each Company Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, (B) each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective 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 thereto, (C) each such grant was made in accordance with the terms of the Company Plans, the Exchange Act and all other applicable Laws and regulatory rules or requirements, including the rules of NASDAQ, (D) the per share exercise price of each Company Option was not less than the fair market value of a share of Company Common Stock on the applicable date of grant of such Company Option and (E) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company SEC Reports in accordance with the Exchange Act and all other applicable Laws. Except as set forth in Section 3.06(a) and except for the outstanding shares of Restricted Stock and RSUs or except pursuant to the cashless exercise, if any, or Tax withholding provisions under which the Company Options, Restricted Stock and RSUs were granted, there are no outstanding contractual or other obligations of the Company or any of its Subsidiaries to (I) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or (II) vote or dispose of any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to any voting agreements with respect to any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries and, to the Company’s Knowledge, there are no irrevocable proxies and no voting agreements or voting trusts with respect to any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries. All outstanding Company Securities may by their terms be treated in accordance with Sections 1.08, 1.09 and 1.10. (d) The Company has made registered the Company Common Stock pursuant to Section 12(b) or (g) of the Exchange Act and is in full compliance with all reporting requirements of the Exchange Act and all NASDAQ requirements for the continued listing and quotation of the Company Common Stock on the NASDAQ, including applicable corporate governance requirements. On August 31, 2007, the Office of General Counsel of the NASDAQ Listing Qualifications Hearings issued a final written decision granting the Company’s request for continued listing on the NASDAQ, and, to the Company’s Knowledge, there is no threat of the termination or discontinuance of the eligibility of the Common Stock for such listing. (e) No appraisal or dissenters rights are available to Parent or its representatives true and correct copies the holders of the organizational documents Shares pursuant to Section 1571 of C III Communications, LLC (“CIII”) and all other agreements between the Company or its Subsidiaries on the one hand and BCSI Inc. (“BCSI”) or its Subsidiaries on the other hand, with respect to CIII or BCSI’s interest therein. BCSI and its Affiliates hold in the aggregate the interest in CIII set forth on Schedule 3.6(c) and no other Person (other than the Company and its Subsidiaries) owns any equity interest in CIIIPBCL.

Capitalization and Related Matters. (a) As of the date hereof, the The authorized capital stock of the Company consists of 1,600,000,000 500,000,000 shares of Common Stock, 50,000,000 shares of Company Class B Common Stock Stock, 210,000,000 shares of Company Class C Common Stock, and 200,000,000 100,000,000 shares of Company Preferred Stock. As of the date hereof: (i) 89,954,431 As of February 13, 2013, 60,508,304 shares of Company Common Stock are were issued and outstanding, and there are were no shares of Company Class B Common Stock, Company Class C Common Stock, or Company Preferred Stock issued or outstanding; , (ii) 4,807,071 as of February 13, 2013, 179,794 shares of Company Common Stock are reserved for issuance and were issuable upon or otherwise deliverable under the Company’s Second Amended 1997 2009 Stock Option Plan, 2000 Long Term Incentive Plan and Employee Stock Purchase Plan (collectively, the “Company Stock PlansPlan”) in connection with the exercise lapse of outstanding restrictions on Restricted Stock, (iii) as of February 13, 2013, 5,486,808 shares of Common Stock were issuable upon or otherwise deliverable under the Company Options and Stock Plan in connection with the vesting of Restricted Stock Units, and (iv) there are no Company Equity Awards outstanding Other that have been granted under an arrangement, Employee Benefit Plan or Contract other than the Company Stock AwardsPlan. Schedule 3.6(a)(iiSection 3.6(a) of the Disclosure Letter sets forth the exercise prices for the Company Options; (iii) 13,638,600 shares of Company Common Stock are reserved for issuance and issuable as of the date hereof upon conversion close of business on December 31, 2012 a list of each outstanding Company Equity Award granted under the Company Stock Plan and (A) the name of the Company’s 3.125% Convertible Senior Debentures due 2006 holder of such Company Equity Award, (the “Convertible Debentures”); and (ivB) 3,820,980 shares of Company Common Stock are reserved for issuance and 3,820,980 shares of Company Common Stock are issuable upon exercise of the Company Warrants. Schedule 3.6(a)(iv) sets forth the names of all holders of Company Warrants, the number of shares of Company Common Stock purchasable thereunder subject to such outstanding Company Equity Award, (C) the date on which such Company Equity Award was granted or issued, (D) the applicable vesting schedule and the exercise price(sextent to which such Company Equity Award is vested as of such date and (E) thereforif such Company Equity Award has performance-vesting criteria. As promptly as practicable following the date of this Agreement, the Company will provide or make available to Parent a list as of the close of business on February 13, 2013 setting forth the items specified by clauses (A)–(E) of the preceding sentence. (b) The outstanding shares of Company Common Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable nonassessable, and (ii) were issued in compliance with all applicable federal and state securities lawsLaws. All grants of Company Options and Other Except for the Common Stock Awards were validly issued and properly approved by the Company’s Board outstanding as of Directors in accordance with all applicable law and no such grants involved any “backdating” or similar practices with respect to the effective date of grant. Except February 13, 2013 as set forth above in Section 3.6(a) (and any shares of Common Stock issued following such date and prior to the date hereof upon the settlement of Company Equity Awards), as Company Equity Awards listed on Section 3.6(a) of the date hereofDisclosure Letter, or shares of Common Stock, no shares of capital stock of the Company are outstanding. Except as set forth above in Section 3.6(a) or as required pursuant to Section 5.5 of this Agreement, outstanding and neither the Company does not have nor any Subsidiary thereof has outstanding (A) any securities convertible into or exchangeable for any shares of capital stock, including Company Options, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or known claims of any other character relating to the issuance of, any capital stock, or any stock or securities convertible into or exchangeable for any capital stock; and the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of capital stock. Except as set forth above in Section 3.6(a), 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. True and complete copies of the Company Warrants have been made available to Parent or its representatives. (c) Except as set forth on Schedule 3.6(c), all of the outstanding shares of capital stock, or membership interests or other ownership interests of, each Subsidiary of the Company, as applicable, is validly issued, fully paid and nonassessable and is owned of record and beneficially by the Company, directly or indirectly. The Company has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of the Company, free and clear of any Liens other than Permitted Liens. Such outstanding shares of capital stock of, or membership interests or other ownership interests in, the Subsidiaries of the Company, as applicable, are the sole outstanding securities of such Subsidiaries; the Subsidiaries of the Company do not have outstanding any securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, (B) any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, of the Company or any stock or securities convertible into or exchangeable for any such capital stock, or (C) any stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or membership interests provide economic benefits based, directly or other ownership interests inindirectly, such Subsidiaries; and except as required pursuant to Section 5.5 on the value or price of, any capital stock of this Agreement, neither the Company or (the items in clauses (A), (B) and (C) immediately above, together with the capital stock of the Company, being referred to herein collectively as the “Company Securities”). Neither the Company nor any of its Subsidiaries Subsidiary thereof is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock ofCompany Securities. Neither the Company nor any Subsidiary thereof has outstanding any bonds, or membership interests debentures, notes or other ownership interests in, any Subsidiary obligations the holders of which have the Company. The Company has made available right to Parent vote (or its representatives true and correct copies are convertible into or exercisable for securities having the right to vote) with the stockholders of the organizational documents of C III Communications, LLC (“CIII”) and all other agreements between the Company or its Subsidiaries any such Subsidiary on the one hand and BCSI Inc. (“BCSI”) or its Subsidiaries on the other hand, with respect to CIII or BCSI’s interest therein. BCSI and its Affiliates hold in the aggregate the interest in CIII set forth on Schedule 3.6(c) and no other Person (other than the Company and its Subsidiaries) owns any equity interest in CIIImatter.

Capitalization and Related Matters. (a) As of the date hereof, the authorized capital stock of the Company consists of 1,600,000,000 110,000,000 Company Common Shares and 45,000,000 shares of Company Common Stock and 200,000,000 shares of Company Convertible Preferred Stock. As of the date hereof: April 7, 2011: (i) 89,954,431 61,064,896 Company Common Shares and 18,000,000 shares of Company Common Convertible Preferred Stock are issued and outstanding, and there are no shares of Company Preferred Stock issued or outstanding; (ii) 4,807,071 shares of 8,539,957 Company Common Stock Shares (the “Company Share Reserve”) are reserved for issuance and issuable upon or otherwise deliverable under the Company’s Second Amended 1997 2003 Global Crossing Limited Stock Option Incentive Plan, 2000 Long Term Incentive Plan and Employee Stock Purchase Plan (collectively, the “. The Global Crossing Share Reserve represents 870,096 Company Stock Plans”) in connection with Common Shares issuable upon the exercise of outstanding Company Options, 7,045,853 Company Common Shares issuable upon the settlement of outstanding Company RSUs assuming maximum payout and 624,008 Company Common Shares remaining available for issuance or delivery under the 2003 Global Crossing Limited Stock Incentive Plan after the exercise of all such Company Options and the vesting settlement of outstanding Other Stock Awardsall such Company RSUs assuming maximum payout. Schedule 3.6(a)(ii) sets forth the exercise prices for the Company Options;Options and the vesting schedule for each outstanding Company Option and Company RSU; and (iii) 13,638,600 shares of 18,000,000 Company Common Stock Shares are reserved for issuance and issuable as of the date hereof upon conversion of the Company’s 3.1252% Convertible Senior Debentures due 2006 Cumulative Preferred Shares, par value $0.10 per share, (the “Convertible DebenturesPreferred Stock”); and (iv) 3,820,980 shares of Company Common Stock are reserved for issuance and 3,820,980 shares of Company Common Stock are issuable upon exercise of the Company Warrants. Schedule 3.6(a)(iv) sets forth the names of all holders of Company Warrants, the number of shares of Company Common Stock purchasable thereunder and the exercise price(s) therefor. (b) The issued and outstanding Company Common Shares and shares of Company Common Convertible Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable and (ii) were issued in compliance with all applicable U.S. federal and state securities laws and any non-U.S. securities laws. All grants With respect to the Company Options, (i) the per share exercise price of each Company Options and Other Stock Awards were validly issued and properly approved by Option was not less than the Company’s Board fair market value of Directors a Company Common Share on the applicable date of grant, as determined in accordance with the terms of the applicable Company Benefit Plan and, to the extent applicable, sections 409A and 422 of the Code, (ii) each such grant was properly accounted for in all applicable law material respects in accordance with GAAP in the financial statements and no such grants involved change is expected in respect of any “backdating” prior financial statement relating to expenses for stock compensation and (iii) to the Knowledge of the Company, there is no pending audit, investigation or similar practices inquiry by any governmental agency or by the Company with respect to the effective date of grantCompany’s stock option granting practices or other equity compensation practices. Except as set forth above in Section 3.6(a), as of the date hereof, no shares of capital stock of the Company are outstanding. Except as set forth above in Section 3.6(a) or as required pursuant to Section 5.5 of this Agreement, issued and outstanding and the Company does not have outstanding any securities convertible into or exchangeable for any shares of capital stock, including Company Options, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or known claims of any other character relating to the issuance of, any capital stock, or any stock or securities convertible into or exchangeable for any capital stock; and and, except as set forth on Schedule 3.6(b), the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of capital stock. Except as set forth above in Section 3.6(a), 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 on any matter. True and complete copies of Except as set forth above in Section 3.6(a), there are no outstanding stock options, restricted stock units, restricted stock, stock appreciation rights, “phantom” stock rights, performance units, or other compensatory rights or awards (in each case, issued by the Company Warrants have been or any of its Subsidiaries), that are convertible into or exercisable for a Company Common Share on a deferred basis or otherwise or other rights that are linked to, or based upon, the value of Company Common Shares. All Company Options and Company RSUs are evidenced by award agreements in the forms previously made available to Parent or its representativesParent. (c) Except as set forth on Schedule 3.6(c)The Company has no rights plan, all “poison-pill” or other similar agreement or arrangement or any anti-takeover provision in the Company Organizational Documents that is, or at the Effective Time shall be, applicable to the Company, the Company Common Shares, the Convertible Preferred Stock, the Amalgamation or the other transactions contemplated by this Agreement and the Amalgamation Agreement. (d) All of the outstanding shares of capital stock, or membership interests or other ownership interests of, each Subsidiary of the Company, as applicable, is are validly issued, fully paid and nonassessable and is and, except as set forth on Schedule 3.6(d), are owned of record and beneficially by the Company, directly or indirectly. The Company has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of the Company, free and clear of any Liens other than Permitted Liens. Such outstanding shares of capital stock of, or membership interests or other ownership interests in, the Subsidiaries of the Company, as applicable, are the sole outstanding securities of such Subsidiaries; the Subsidiaries of the Company do not have outstanding any securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, or any stock or securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries; and except as required pursuant to Section 5.5 of this Agreement, neither the Company or any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or membership interests or other ownership interests in, any Subsidiary of the Company. The Company has made available to Parent or its representatives true and correct copies of the organizational documents of C III Communications, LLC (“CIII”) and all other agreements between the Company or its Subsidiaries on the one hand and BCSI Inc. (“BCSI”) or its Subsidiaries on the other hand, with respect to CIII or BCSI’s interest therein. BCSI and its Affiliates hold in the aggregate the interest in CIII set forth on Schedule 3.6(c) and no other Person (other than the Company and its Subsidiaries) owns any equity interest in CIII.

Capitalization and Related Matters. (a) As of the date hereof, the authorized Buyer’s capital stock of the Company consists of 1,600,000,000 (a) 100,000,000 authorized shares of Company Common Stock and 200,000,000 common stock, $0.10 par value (“Buyer Stock”), 68,417,670 shares of Company Preferred Stock. As of the date hereof: (i) 89,954,431 shares of Company Common Stock which are issued and outstanding and (b) 5,000,000 authorized shares of preferred stock, par value $0.10 per share, none of which are outstanding, . Buyer holds 301,335 shares of Buyer Stock as treasury stock and there are no shares of Company Preferred Stock issued or outstanding; (ii) 4,807,071 preferred stock in its treasury. Buyer has 3,498,110 shares of Company Common Buyer Stock are reserved for issuance to officers, directors, employees and issuable upon or otherwise deliverable under the Company’s Second consultants of Buyer pursuant to its Amended 1997 and Restated 2004 Stock Option Incentive Plan, 2000 Long Term Incentive Plan and Employee Stock Purchase Plan (collectivelyas amended from time to time, the “Company Stock Plans”) in connection with the exercise of outstanding Company Options and the vesting of outstanding Other Stock Awards. Schedule 3.6(a)(ii) sets forth the exercise prices for the Company Options; (iii) 13,638,600 shares of Company Common Stock are reserved for issuance and issuable as of the date hereof upon conversion of the Company’s 3.125% Convertible Senior Debentures due 2006 (the “Convertible Debentures”); and (iv) 3,820,980 shares of Company Common Stock are reserved for issuance and 3,820,980 shares of Company Common Stock are issuable upon exercise of the Company Warrants. Schedule 3.6(a)(iv) sets forth the names of all holders of Company Warrants, the number of shares of Company Common Stock purchasable thereunder and the exercise price(s) therefor. (b) The outstanding shares of Company Common Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable and (ii) were issued in compliance with all applicable federal and state securities laws. All grants of Company Options and Other Stock Awards were validly issued and properly approved adopted by the Company’s its Board of Directors in accordance with all applicable law and no approved by Buyer’s stockholders. Of such grants involved any “backdating” or similar practices with respect to the effective date of grant. Except as set forth above in Section 3.6(a), as of the date hereof, no reserved shares of capital stock of the Company Buyer Stock, 2,680,263 shares have been granted and are currently outstanding. Except as set forth above in Section 3.6(aon Schedule 4.4(a), (i) or as required pursuant to Section 5.5 neither Buyer nor any of this Agreement, the Company does not have its Subsidiaries has outstanding any securities convertible into or exchangeable for any shares of capital stock, including Company Options, any rights to subscribe for or to purchase Equity Interests or any options for Commitments, other than the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or known claims Equity Interests of any other character relating Buyer issued to the issuance ofpublic, any capital stock, or any stock or securities convertible into or exchangeable for any capital stock; Equity Interests and the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register Commitments issued under the Securities Act, any shares Employee Benefit Plans of capital stock. Except as set forth above in Section 3.6(a), the Company does not have outstanding any bonds, debentures, notes or other obligations the holders Buyer and Equity Interests 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. True and complete copies of the Company Warrants have been made available to Parent or its representatives. (c) Except as set forth on Schedule 3.6(c), all of the outstanding shares of capital stock, or membership interests or other ownership interests of, each Subsidiary of the Company, as applicable, is validly issued, fully paid and nonassessable and is owned of record and beneficially by the Company, directly or indirectly. The Company has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of the Company, free and clear of any Liens other than Permitted Liens. Such outstanding shares of capital stock of, or membership interests or other ownership interests in, the Subsidiaries of the Company, as applicable, Buyer that are the sole outstanding securities of such Subsidiaries; the Subsidiaries of the Company do not have outstanding any securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, or any stock or securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiariesowned by Buyer; and except as required pursuant to Section 5.5 of this Agreement, (ii) neither the Company or Buyer nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retireretire any Equity Interests of Buyer. All of the outstanding shares of Buyer Stock have been duly authorized, validly issued and are fully paid and non-assessable. The shares of Buyer Stock that may be issued upon conversion of any Buyer Note (the “Conversion Shares”) have been duly reserved for issuance upon conversion of the Buyer Notes and, when so issued, will be duly authorized, validly issued, fully paid and nonassessable shares of Buyer Stock and will be free and clear of all Encumbrances, other than restrictions imposed by securities Laws applicable to any unregistered shares issued. Neither the issuance, sale or delivery of the Buyer Notes nor the issuance or delivery of the Conversion Shares is subject to register under the Securities Act, any capital stock of, or membership interests preemptive or other ownership interests in, any Subsidiary purchase right of the Company’s stockholders or to any right of first refusal or other right in favor of any Person. The Company has made available to Parent or its representatives true and correct copies consummation of the organizational documents Transactions will not result in any anti-dilution adjustment or other similar adjustment to any of C III Communications, LLC (“CIII”) and all other agreements between the Company or its Subsidiaries on the one hand and BCSI Inc. (“BCSI”) or its Subsidiaries on the other hand, with respect to CIII or BCSICompany’s interest thereinoutstanding securities. BCSI and its Affiliates hold in the aggregate the interest in CIII Other than as set forth on Schedule 3.6(c4.4(b), there are no Contracts with respect to the voting or transfer of Buyer Stock. Except as set forth on Schedule 4.4(c) (such entities, the “Buyer Subsidiaries”), Buyer has no direct or indirect Subsidiaries. All of the issued and outstanding Equity Interests of each Buyer Subsidiary (A) that is a corporation have been duly authorized and are validly issued, fully paid, and nonassessable and (B) that is not a corporation have (i) been duly created pursuant to the Laws of the jurisdiction of such Buyer Subsidiary, (ii) have been issued and paid for in accordance with the Organizational Documents governing such Buyer Subsidiary, and (iii) are fully paid and non-assessable and require no other Person further capital contribution. Buyer holds of record and owns beneficially all of the outstanding Equity Interests of the Buyer Subsidiaries, free and clear of any Encumbrances (other than restrictions under the Company Securities Act and state securities Laws). No Commitments exist or are authorized with respect to any Buyer Subsidiaries or their Equity Interests and no such Commitments will arise in connection with the Transactions. No Buyer Subsidiary is obligated to redeem or otherwise acquire any of its Subsidiaries) owns any equity interest Equity Interests. Each of the Buyer Subsidiaries is duly organized, validly existing and in CIIIgood standing under the laws of the state of its jurisdiction, and is licensed or qualified to conduct its business and is in good standing in every jurisdiction where it is required to be so licensed or qualified, except where the failure to be so licensed or qualified would not individually or in the aggregate be reasonably likely to have a Buyer Material Adverse Effect. Each Buyer Subsidiary has the corporate power and authority to own or lease the assets it purports to own or lease and to carry on its business in the manner currently conducted.

Capitalization and Related Matters. (a) As of the date hereof, the authorized capital stock of the Company consists of 1,600,000,000 55,000,000 shares of Company Common Stock and 200,000,000 38,670,716 shares of Company Preferred Stock. As of the date hereof: : (i) 89,954,431 3,890,973 shares of Company Common Stock are issued and outstanding, outstanding and there are no 38,443,420 shares of Company Preferred Stock are issued or and outstanding; (ii) 4,807,071 8,839,505 shares of Company Common Stock are reserved for issuance and issuable upon or otherwise deliverable under the Company’s Second Amended 1997 1996 Stock Option Plan, 2000 Long Term Incentive Plan and Employee 2000 Stock Purchase Plan (collectively, the “Company Stock Plans”) or otherwise in connection with the exercise of outstanding Company Options and the vesting of outstanding Other Stock Awards. Schedule Section 3.6(a)(ii) of the Company Disclosure Schedule sets forth the names of all holders, the number of shares of Company Common Stock covered thereby, the vesting schedule and the exercise prices for the Company OptionsOptions and the outstanding Other Stock Awards; (iii) 13,638,600 2,173,843 shares of Company Common Stock are reserved for issuance and issuable as upon exercise of the Company Warrants (other than the GE Preferred Warrant). As of the date hereof upon conversion of the Company’s 3.125% Convertible Senior Debentures due 2006 (the “Convertible Debentures”); and (iv) 3,820,980 hereof, 181,818 shares of Company Common Series B Preferred Stock are reserved for issuance and 3,820,980 issuable upon exercise of the GE Preferred Warrant and, after the Conversion and immediately prior to the Closing, 181,818 shares of Company Common Stock are will be reserved for issuance and issuable upon exercise of the GE Preferred Warrant. Section 3.6(a)(ii) of the Company Warrants. Disclosure Schedule 3.6(a)(iv) sets forth the names of all holders of Company Warrants, the number of shares of Company Common Stock purchasable thereunder and Company Preferred Stock (including the class and series thereof) issuable thereunder, the respective exercise prices for such Company Common Stock and Company Preferred Stock and the exercise price(srespective expiration dates of the Company Warrants; and (iv) thereforthe number of shares of Company Common Stock required to be issued in order to effect the Conversion, including, without limitation, the conversion of all Bridge Notes outstanding immediate prior to the Effective Time, will be reserved for issuance not less than one Business Day prior to the Closing Date. (b) The outstanding shares of Company Common Stock and Company Preferred Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable and (ii) were issued in compliance with all applicable federal and state securities laws. All grants of Company Options and Other Stock Awards were validly issued and properly approved by the Company’s Board of Directors in accordance with all applicable law and no such grants involved any “backdating” or similar practices with respect to the effective date of grant. Except as set forth above in Section 3.6(a), as of the date hereof, no shares of capital stock of the Company are outstanding. Except as set forth above in Section 3.6(a) or as required pursuant to Section 5.5 of this Agreement, outstanding and the Company does not have outstanding any options, warrants or other securities convertible into or exchangeable or exercisable for any shares of capital stock, including Company Options, stock or any rights to subscribe for or to purchase or any options for the purchase ofotherwise acquire, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or known claims of any other character relating to the issuance of, any capital stockstock of the Company, or any stock or securities convertible into or exchangeable or exercisable for any capital stockstock of the Company; and the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of capital stock. Except as set forth above in Section 3.6(a), the Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. True and complete copies of the Company Warrants have been made available to Parent or its representatives. (c) Except as set forth on Schedule 3.6(c), all of the outstanding shares of capital stock, or membership interests or other ownership interests of, each Subsidiary of the Company, as applicable, is validly issued, fully paid and nonassessable and is owned of record and beneficially by the Company, directly or indirectly. The Company has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of the Company, free and clear of any Liens other than Permitted Liens. Such outstanding shares of capital stock of, or membership interests or other ownership interests in, the Subsidiaries of the Company, as applicable, are the sole outstanding securities of such Subsidiaries; the Subsidiaries of the Company do not have outstanding any securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, or any stock or securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries; and except as required pursuant to Section 5.5 of this Agreement, neither the Company or any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or membership interests or other ownership interests in, any Subsidiary of the Company. The Company has made available to Parent or its representatives true and correct copies of the organizational documents of C III Communications, LLC (“CIII”) and all other agreements between the Company or its Subsidiaries on the one hand and BCSI Inc. (“BCSI”) or its Subsidiaries on the other hand, with respect to CIII or BCSI’s interest therein. BCSI and its Affiliates hold in the aggregate the interest in CIII set forth on Schedule 3.6(c) and no other Person (other than the Company and its Subsidiaries) owns any equity interest in CIII.

Capitalization and Related Matters. (a) As of the date hereof, the The authorized capital stock of the Company consists of 1,600,000,000 16,000,000 shares of Company Common Stock and 200,000,000 1,000,000 shares of preferred stock, par value $.10 per share, of the Company (the “Preferred Stock”). As At the close of the date hereofbusiness on October 26, 2007: (i) 89,954,431 10,976,549 shares of Company Common Stock are issued and outstanding, and there are including no restricted shares of Company Preferred Stock issued or outstanding;Common Stock, (ii) 4,807,071 no shares of Preferred Stock are issued and outstanding, (iii) 89,205 shares of Company Common Stock are held by the Company as treasury shares, (iv) an aggregate of 1,974,994 shares of Company Common Stock are reserved and available for issuance and issuable upon or otherwise deliverable under pursuant to the Company’s Second Amended 1997 2004 Stock and Incentive Award Plan, 1983 Stock Option Plan, 2000 Long Term Incentive Plan and Employee 1984 Stock Purchase Option Plan (collectively, the “Company Stock Option Plans”) in connection with the exercise ), and of such shares, 1,278,819 shares of Company Common Stock are subject to issuance pursuant to outstanding Company Options and the vesting of outstanding Other Stock Awards. Schedule 3.6(a)(ii) sets forth the exercise prices for the Company Options;and (iiiv) 13,638,600 an aggregate of 104,395 shares of Company Common Stock are reserved and available for issuance and issuable as of the date hereof upon conversion of pursuant to the Company’s 3.125% Convertible Senior Debentures due 2006 1985 Employee Stock Purchase Plan (together with the Company Option Plans, the “Convertible DebenturesCompany Plans”); and (iv. Other than the Company Plans and as set forth in Section 3.06(a) 3,820,980 of the Company Disclosure Schedule, there is no plan or other Contract providing for the grant of options, securities or other rights exercisable or exchangeable for or into shares of Company Common Stock by the Company or any of its Subsidiaries. No shares of Company Common Stock are reserved for issuance and 3,820,980 shares owned by any Subsidiary of Company Common Stock are issuable upon exercise the Company. Section 3.06(a) of the Company Warrants. Disclosure Schedule 3.6(a)(iv) sets forth a true and complete list as of the names date hereof, of all holders of outstanding Company WarrantsOptions, the number of shares of Company Common Stock purchasable thereunder (or other capital stock) subject thereto, the grant dates, expiration dates, exercise prices and vesting schedules thereof, the exercise price(s) therefornames of the holders thereof and whether or not each holder is a current employee of the Company or any of its Subsidiaries and whether or not such Company Option is intended to qualify as an “incentive stock option” under Section 422 of the Code. (b) The outstanding shares of Company Common Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable and (ii) were issued in compliance with all applicable federal and state securities laws. All grants of Company Options and Other Stock Awards were validly issued and properly approved by the Company’s Board of Directors in accordance with all applicable law and no such grants involved any “backdating” or similar practices with respect to the effective date of grant. Except as set forth above in Section 3.6(a), as of On the date hereof, no shares of capital stock except for the Company Options and as set forth in Section 3.06(a) of the Company are outstanding. Except as set forth above in Section 3.6(a) or as required pursuant to Section 5.5 of this AgreementDisclosure Schedule, the Company does not have outstanding any securities convertible into or exchangeable for any shares of capital stock, including Company Options, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or known claims of any other character relating to the issuance of, any capital stock, or any stock or securities convertible into or exchangeable for any capital stock; and the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of capital stock. Except as set forth above in Section 3.6(a), 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. True and complete copies of the Company Warrants have been made available to Parent or its representatives. (c) Except as set forth on Schedule 3.6(c), all of the outstanding shares of capital stock, or membership interests or other ownership interests of, each Subsidiary of the Company, as applicable, is validly issued, fully paid and nonassessable and is owned of record and beneficially by the Company, directly or indirectly. The Company has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the no shares of capital stock of, or membership interests other equity or other ownership interests in, each Subsidiary of the Company, free and clear of any Liens other than Permitted Liens. Such outstanding shares of capital stock of, or membership interests or other ownership voting interests in, the Subsidiaries of the Company, as applicable, are the sole outstanding securities of such Subsidiaries; the Subsidiaries of the Company do not have outstanding or any securities convertible into into, or exchangeable for for, any capital stock ofsuch stock, or membership interests or other ownership interests in, such Subsidiaries, any rights to subscribe for or to purchase or any options for the purchase ofsecurities, or any agreements providing for the issuance (contingent options, warrants, shares of deferred stock, restricted stock awards, restricted stock units, stock appreciation or otherwise) ofdepreciation rights, or any callsperformance stock awards and performance stock units, commitments or claims of any other character relating to the issuance ofdividend equivalent rights, any capital “phantom” stock of, or membership interests awards or other ownership interests in, such Subsidiaries, or any stock or securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries; and except as required pursuant agreements (to Section 5.5 of this Agreement, neither which the Company or any of its Subsidiaries is a party) or calls or rights to acquire or receive any such stock, interests or securities, or other rights that are linked in any way to the value of the Company Common Stock or the value of the Company or any part thereof, were issued, reserved for issuance or outstanding. (c) All outstanding shares of capital stock of the Company are, and all shares which are issuable pursuant to the Company Plans shall be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any obligation (contingent purchase option, call or otherwise) put option, right of first offer or refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company Organizational Documents or any Contract to repurchase which the Company is a party or otherwise acquire bound. Except as set forth in Section 3.06(a), there are no (i) bonds, debentures, notes or retireother evidences of indebtedness of the Company or any of its Subsidiaries and (ii) securities or other instruments or obligations of the Company or any of its Subsidiaries, in each case, the value of which is based upon or to register under the Securities Act, derived from any capital stock of, or membership interests other equity or other ownership interests voting interest in, the Company or which has or which by its terms may have at any Subsidiary time (whether actual or contingent) the right to vote (or which is convertible into, or exchangeable or exercisable for, securities having the right to vote) on any matters on which holders of Company Common Stock may vote whether generally in the election of Company directors or in respect of any other matter for which holders of Company Common Stock are entitled to vote as a matter of Law or pursuant to the Company Organizational Documents. With respect to the Company Options, (A) each Company Option intended to qualify as an “incentive stock option” under Section 422 of the Company. The Code so qualifies, (B) each grant of a Company has Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the Company Board (or a duly constituted and authorized committee thereof) and any required stockholder 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 thereto, (C) each such grant was made available to Parent or its representatives true and correct copies in accordance with the terms of the organizational documents of C III CommunicationsCompany Plans, LLC (“CIII”) the Exchange Act and all other agreements between applicable Laws and regulatory rules or requirements, including the rules of NASDAQ, (D) the per share exercise price of each Company or its Subsidiaries Option was not less than the fair market value of a share of Company Common Stock on the one hand applicable date of grant of such Company Option and BCSI Inc. (“BCSI”E) or its Subsidiaries on the other hand, each such grant was properly accounted for in accordance with respect to CIII or BCSI’s interest therein. BCSI and its Affiliates hold U.S. GAAP in the aggregate financial statements (including the interest in CIII set forth on Schedule 3.6(crelated notes) and no other Person (other than of the Company and its Subsidiaries) owns any equity interest disclosed in CIIIthe Company SEC Reports in accordance with the Exchange Act and all other applicable Laws. The provisions of the Company Option Plans and the grant agreements governing the Company Options permit the Company Options to be treated in accordance with Section 1.09.

Capitalization and Related Matters. (a) As of the date hereof, the The authorized capital stock of the Company consists of 1,600,000,000 15,000,000 shares of Company Common Stock and 200,000,000 Stock, of which 5,485,392 shares of Company Preferred Stock. As of the date hereof: (i) 89,954,431 shares of Company Common Stock are have been issued and outstanding, and there are no shares of Company Preferred Stock issued or outstanding; (ii) 4,807,071 shares of Company Common Stock are reserved for issuance and issuable upon or otherwise deliverable under the Company’s Second Amended 1997 Stock Option Plan, 2000 Long Term Incentive Plan and Employee Stock Purchase Plan (collectively, the “Company Stock Plans”) in connection with the exercise of outstanding Company Options and the vesting of outstanding Other Stock Awards. Schedule 3.6(a)(ii) sets forth the exercise prices for the Company Options; (iii) 13,638,600 shares of Company Common Stock are reserved for issuance and issuable as of the date hereof upon conversion of this Agreement, and 1,000,000 shares of preferred stock, none of which have been issued and are outstanding as of the Company’s 3.125% Convertible Senior Debentures due 2006 (the “Convertible Debentures”); and (iv) 3,820,980 date of this Agreement. The Company holds 320,806 shares of Company Common Stock are reserved for issuance and 3,820,980 shares of Company Common Stock are issuable upon exercise its capital stock in its treasury. All of the Company Warrants. Schedule 3.6(a)(iv) sets forth the names of all holders of Company Warrants, the number of shares of Company Common Stock purchasable thereunder and the exercise price(s) therefor. (b) The outstanding shares of Company Common Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable and (ii) were issued in compliance with all applicable federal and state securities laws. All grants of Company Options and Other Stock Awards were validly issued and properly approved by the Company’s Board of Directors in accordance with all applicable law and no such grants involved any “backdating” or similar practices with respect to the effective date of grantnonassessable. Except as set forth above in Section 3.6(a), as of the date hereof, no shares of capital stock 2.1(a) of the Company are outstanding. Except as set forth above in Section 3.6(aDisclosure Schedule: (i) or as required pursuant to Section 5.5 of this Agreement, the Company does not have outstanding any securities convertible into or exchangeable for any shares of capital stock, including Company Options, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or known claims of any other character relating to the issuance of, any capital stock, or any stock or securities convertible into or exchangeable for any capital stock; and the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of capital stock. Except as set forth above in Section 3.6(a), 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. True and complete copies of the Company Warrants have been made available to Parent or its representatives. (c) Except as set forth on Schedule 3.6(c), all none of the outstanding shares of capital stockCompany Common Stock is entitled or subject to any preemptive right, right of participation or membership interests or other ownership interests of, each Subsidiary any similar right; (ii) none of the outstanding shares of Company Common Stock is subject to any right of first refusal in favor of the Company; and (iii) the Company is not a party to any Contract relating to the voting or registration of, as applicableor restricting any Person from purchasing, is validly issuedselling, fully paid and nonassessable and is owned pledging or otherwise disposing of record and beneficially by the Company(or granting any option or similar right with respect to), directly or indirectlyany shares of Company Common Stock. The Company hasis not under any obligation, and is not bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Common Stock. (b) As of the date of this Agreement, (1) 327,387 shares of Company Common Stock are subject to issuance pursuant to Options granted and outstanding under the Stock Option Plans, and (2) 154,000 shares of Company Common Stock are subject to issuance pursuant to the Warrants. Section 2.1(b) of the Company Disclosure Schedule sets forth the following information with respect to each Option that is outstanding as of the date hereof and shall have on of this Agreement: (i) the Closing Date, valid and marketable title to all name of the optionee; (iii) the number of shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of Company Common Stock subject to such Option; (iv) the Company, free and clear of any Liens other than Permitted Liens. Such outstanding shares of capital stock of, or membership interests or other ownership interests in, the Subsidiaries of the Company, as applicable, are the sole outstanding securities exercise price of such SubsidiariesOption; and (v) the Subsidiaries date on which the Option was granted. In addition, Section 2.1(b) of the Company do Disclosure Schedule shall identify any outstanding Option that was not have outstanding any securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, or any stock or securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries; and except as required granted pursuant to Section 5.5 of this Agreement, neither the Company or any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or membership interests or other ownership interests in, any Subsidiary a Stock Option Plan of the Company. The Company has made available to Parent or its representatives true accurate and correct complete copies of the organizational documents of C III Communications, LLC (“CIII”) all plans and all other agreements between pursuant to which the Company has issued outstanding Options. (c) Except for Options referred to in Section 2.1(b), there is no (i) outstanding subscription, option, call, warrant or its Subsidiaries on right (whether or not currently exercisable) to acquire any shares of the one hand and BCSI Inc. capital stock or other securities of the Company, (“BCSI”ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company, or (iii) stockholder rights plan (or similar plan commonly referred to as a "poison pill") or its Subsidiaries on the other hand, with respect to CIII or BCSI’s interest therein. BCSI and its Affiliates hold in the aggregate the interest in CIII set forth on Schedule 3.6(c) and no other Person (other than Contract under which the Company and is or may become obligated to sell or otherwise issue any shares of its Subsidiaries) owns capital stock or any equity interest in CIIIother securities.

Capitalization and Related Matters. (a) As of the date hereof, the authorized capital stock of the Company consists of 1,600,000,000 shares of Company Common Stock and 200,000,000 shares of Company Preferred Stock. As of the date hereof: (i) 89,954,431 shares of Company Common Stock are issued and outstanding, and there are no shares of Company Preferred Stock issued or outstanding; (ii) 4,807,071 shares of Company Common Stock are reserved for issuance and issuable upon or otherwise deliverable under the Company’s 's Second Amended 1997 Stock Option Plan, 2000 Long Term Incentive Plan and Employee Stock Purchase Plan (collectively, the “"Company Stock Plans”") in connection with the exercise of outstanding Company Options and the vesting of outstanding Other Stock Awards. Schedule 3.6(a)(ii) sets forth the exercise prices for the Company Options; (iii) 13,638,600 shares of Company Common Stock are reserved for issuance and issuable as of the date hereof upon conversion of the Company’s 's 3.125% Convertible Senior Debentures due 2006 (the “"Convertible Debentures”"); and (iv) 3,820,980 shares of Company Common Stock are reserved for issuance and 3,820,980 shares of Company Common Stock are issuable upon exercise of the Company Warrants. Schedule 3.6(a)(iv) sets forth the names of all holders of Company Warrants, the number of shares of Company Common Stock purchasable thereunder and the exercise price(s) therefor. (b) The outstanding shares of Company Common Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable and (ii) were issued in compliance with all applicable federal and state securities laws. All grants of Company Options and Other Stock Awards were validly issued and properly approved by the Company’s 's Board of Directors in accordance with all applicable law and no such grants involved any “"backdating” " or similar practices with respect to the effective date of grant. Except as set forth above in Section 3.6(a), as of the date hereof, no shares of capital stock of the Company are outstanding. Except as set forth above in Section 3.6(a) or as required pursuant to Section 5.5 of this Agreement, the Company does not have outstanding any securities convertible into or exchangeable for any shares of capital stock, including Company Options, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or known claims of any other character relating to the issuance of, any capital stock, or any stock or securities convertible into or exchangeable for any capital stock; and the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of capital stock. Except as set forth above in Section 3.6(a), 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. True and complete copies of the Company Warrants have been made available to Parent or its representatives. (c) Except as set forth on Schedule 3.6(c), all of the outstanding shares of capital stock, or membership interests or other ownership interests of, each Subsidiary of the Company, as applicable, is validly issued, fully paid and nonassessable and is owned of record and beneficially by the Company, directly or indirectly. The Company has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of the Company, free and clear of any Liens other than Permitted Liens. Such outstanding shares of capital stock of, or membership interests or other ownership interests in, the Subsidiaries of the Company, as applicable, are the sole outstanding securities of such Subsidiaries; the Subsidiaries of the Company do not have outstanding any securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, or any stock or securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries; and except as required pursuant to Section 5.5 of this Agreement, neither the Company or any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or membership interests or other ownership interests in, any Subsidiary of the Company. The Company has made available to Parent or its representatives true and correct copies of the organizational documents of C III Communications, LLC (“"CIII”") and all other agreements between the Company or its Subsidiaries on the one hand and BCSI Inc. (“"BCSI”") or its Subsidiaries on the other hand, with respect to CIII or BCSI’s 's interest therein. BCSI and its Affiliates hold in the aggregate the interest in CIII set forth on Schedule 3.6(c) and no other Person (other than the Company and its Subsidiaries) owns any equity interest in CIII.

Capitalization and Related Matters. (a) As of the date hereof, the authorized capital stock of the Company consists of 1,600,000,000 100,000,000 shares of Company Common Stock and 200,000,000 10,000,000 shares of Company Preferred Stock. As of the date hereofclose of business on August 3, 2007: (i) 89,954,431 7,099,229 shares of Company Common Stock are issued and outstanding, and there are no shares of Company Preferred Stock issued or outstanding; (ii) 4,807,071 1,300,000 shares of Company Common Stock are reserved for issuance and issuable upon or otherwise deliverable under the Company’s Second Amended 1997 2006 Incentive Award Plan, the IsoTis, S.A. Stock Option PlanPlan 2003/0, 2000 Long Term Incentive the IsoTis, S.A. Stock Option Plan and Employee 2003/1, the IsoTis, S.A. Stock Purchase Option Plan 2003/2 (collectively, the “Company Stock Plans”) in connection with the exercise of outstanding Company Options and the vesting of outstanding Other Stock AwardsOptions. Schedule Section 3.6(a)(ii) of the Company Disclosure Letter sets forth forth, for each outstanding Company Option, whether or not vested, the (x) name of the holder of such Company Option, (y) the exercise prices price per share for such Company Option and (z) the expiration date of such Company Options;Option; and (iii) 13,638,600 681,297 shares of Company Common Stock are were reserved for issuance issuance, and issuable as were issued, pursuant to the consummation of the date hereof upon conversion of the Company’s 3.125% Convertible Senior Debentures due 2006 (the “Convertible Debentures”); and (iv) 3,820,980 shares of Company Common Stock are reserved for issuance and 3,820,980 shares of Company Common Stock are issuable upon exercise of the Company WarrantsSwiss Merger. Schedule 3.6(a)(iv) sets forth the names of all holders of Company Warrants, the number of shares of Company Common Stock purchasable thereunder and the exercise price(s) therefor. (b) The outstanding shares of Company Common Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable and (ii) were issued in compliance with all applicable federal federal, state and state foreign securities laws. All grants of Company Options and Other Stock Awards were validly issued and properly approved by the Company’s Board of Directors or a duly authorized committee thereof (and all required approvals by the stockholders of the Company have been obtained) no later than the date on which the grant of such Company Stock Option was by its terms to be effective in accordance with all applicable law and all grants of options to purchase equity interests of IsoTis, S.A. which were subsequently converted into Company Options were validly issued and properly approved by IsoTis, S.A.’s Board of Directors or a duly authorized committee thereof (and all required approvals by the stockholders of IsoTis, S.A. have been obtained) no later than the date on which the grant of such grants involved any “backdating” option was by its terms to be effective in accordance with all applicable law and, neither the Company nor IsoTis, S.A. has knowingly granted, and there is no and has been no policy or similar practices intentional practice by the Company or IsoTis, S.A. to grant, Company Stock Options or options to purchase equity interests of IsoTis, S.A., as applicable, prior to, or otherwise intentionally coordinate the grant of such options with, the release of material information regarding the Company or its Subsidiaries. Each Company Option was properly accounted for in all material respects in accordance with respect to GAAP in the effective date financial statements (including the related notes) of grantthe Company and its Subsidiaries and disclosed in the filings of the Company and its Subsidiaries with the SEC in accordance with the Exchange Act and other applicable securities laws. Except as set forth above in Section 3.6(a), as of the date hereof, no shares of capital stock of the Company are outstanding. Except as set forth above in Section 3.6(a) or as required pursuant to Section 5.5 of this Agreement, outstanding and the Company does not have outstanding any securities convertible into or exchangeable for any shares of capital stock, including Company Options, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or known claims of any other character relating to the issuance of, any capital stock, or any stock or securities convertible into or exchangeable for any capital stock; and the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of capital stock. Except as set forth above in Section 3.6(a), 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. True and complete copies of the Company Warrants have been made available to Parent or its representatives. (cb) Except as set forth on Schedule 3.6(c), all All of the outstanding shares of capital stock, or membership interests or other ownership interests of, each Subsidiary of the Company, as applicable, is validly issued, fully paid and nonassessable and is owned of record and beneficially by the Company, directly or indirectly. The Company has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of the Company, free and clear of any Liens other than Permitted Liens. Such outstanding shares of capital stock of, or membership interests or other ownership interests in, the Subsidiaries of the Company, as applicable, are the sole outstanding securities of such Subsidiaries; the Subsidiaries of the Company do not have outstanding any securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, or any stock or securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries; and except as required pursuant to Section 5.5 of this Agreement, neither the Company or any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or membership interests or other ownership interests in, any Subsidiary of the Company. The Company has made available to Parent or its representatives true and correct copies of the organizational documents of C III Communications, LLC (“CIII”) and all other agreements between the Company or its Subsidiaries on the one hand and BCSI Inc. (“BCSI”) or its Subsidiaries on the other hand, with respect to CIII or BCSI’s interest therein. BCSI and its Affiliates hold in the aggregate the interest in CIII set forth on Schedule 3.6(c) and no other Person (other than the Company and its Subsidiaries) owns any equity interest in CIII.

Capitalization and Related Matters. (a) As of the date hereof, the The authorized capital stock of the Company consists of 1,600,000,000 two million (2,000,000) shares of Company Common Stock common stock, of which 957,012 shares are issued and 200,000,000 shares of Company Preferred Stockoutstanding and constitute the Shares. As All of the date hereof:Shares have been duly authorized and validly issued, are fully paid and non-assessable, and are owned of record and beneficially by Sellers, free and clear of any Liens or any other restrictions on transfer other than restrictions on transfer arising under applicable federal and state securities Laws. Immediately after the Closing, Buyer shall own all of the outstanding Shares, free and clear of any Liens or any other restrictions on transfer other than restrictions on transfer arising under applicable federal and state securities Laws. (b) Schedule 3.3(b) contains a complete and correct list of each outstanding Company Option, including (i) 89,954,431 shares of Company Common Stock are issued and outstandingthe holder, and there are no shares of Company Preferred Stock issued or outstanding; (ii) 4,807,071 shares the date of Company Common Stock are reserved for issuance and issuable upon or otherwise deliverable under the Company’s Second Amended 1997 Stock Option Plangrant, 2000 Long Term Incentive Plan and Employee Stock Purchase Plan (collectively, the “Company Stock Plans”) in connection with the exercise of outstanding Company Options and the vesting of outstanding Other Stock Awards. Schedule 3.6(a)(ii) sets forth the exercise prices for the Company Options; (iii) 13,638,600 shares of Company Common Stock are reserved for issuance and issuable as of the date hereof upon conversion of the Company’s 3.125% Convertible Senior Debentures due 2006 (the “Convertible Debentures”); and (iv) 3,820,980 shares of Company Common Stock are reserved for issuance and 3,820,980 shares of Company Common Stock are issuable upon exercise of the Company Warrants. Schedule 3.6(a)(iv) sets forth the names of all holders of Company Warrants, the number of shares of Company Common Stock purchasable thereunder and common stock subject to such Company Option at the exercise price(stime of grant, (iv) therefor. (b) The outstanding the number of shares of Company Common Stock common stock subject to such Company Option as of the date of this Agreement, (iv) the exercise price per share of Company common stock subject to such Company Option, (vi) the vesting schedule (including the number of vested and unvested shares of Company common stock subject to such Company Option as of the date of this Agreement), (vii) whether such Company Option constitutes an “incentive stock option” within the meaning of Section 422 of the Code, (viii) the date on which such Company Option expires and (ix) any accelerated vesting provisions (including specifying whether the vesting of such Company Option shall be subject to any acceleration in connection with the transactions contemplated by this Agreement). Accurate and complete copies of each agreement evidencing a Company Option has been made available to Buyer. All Company Options have been duly appropriately authorized and validly issued and are fully paid and nonassessable and (ii) were issued in compliance with all applicable federal and state securities laws. All grants of Company Options and Other Stock Awards were validly issued and properly approved by the Company’s Board of Directors in accordance with all or an appropriate committee thereof as of the applicable law and no such grants involved any “backdating” or similar practices with respect to the effective date of grant, including approval of the option exercise price or the methodology for determining the option exercise price and the substantive award terms, and have otherwise been granted in all material respects in compliance with applicable Law and the terms set forth in applicable Contracts. Except Each Company Option may, by its terms, be treated at the Closing as set forth above in Section 3.6(a), as of 1.2(a).All Company Options have an exercise price that has never been and is not less than the date hereof, no shares of capital stock fair market value of the Company are outstanding. Except as set forth above in Section 3.6(a) or as required pursuant to Section 5.5 of this Agreement, common stock on the date the Company does not Option was granted (within the meaning of United States Treasury Regulation §1.409A-1(b)(5)(vi)(B)). No Company Options have outstanding any securities convertible into or exchangeable for any shares of capital stockbeen retroactively granted, including Company Options, any rights to subscribe for or to purchase or any options for nor has the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or known claims exercise price of any other character relating to the issuance of, Company Option been determined retroactively or in contravention of any capital stock, or any stock or securities convertible into or exchangeable for any capital stock; and the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of capital stock. Except as set forth above in Section 3.6(a), 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. True and complete copies of the Company Warrants have been made available to Parent or its representativesapplicable Law. (c) Except Each Optionholder is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Securities and Exchange Commission, as set forth presently in effect under the Securities Act. Other than the Shares described in Section 3.3(a) and the Company Options disclosed on Schedule 3.6(c), all 3.3(b) of the outstanding shares of capital stockDisclosure Schedules, or membership interests or other ownership interests of, each Subsidiary of the Company, as applicable, is validly there are no issued, fully paid and nonassessable and is owned of record and beneficially by the Company, directly reserved for issuance or indirectly. The Company has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the outstanding (i) shares of capital stock of, or membership interests other equity or other ownership voting interests in, each Subsidiary the Company; (ii) securities of the Company, free and clear of any Liens other than Permitted Liens. Such outstanding Company convertible into or exchangeable or exercisable for shares of capital stock of, or membership interests other equity or other ownership voting interests in, the Subsidiaries of Company or containing any profit participation features; or (iii) outstanding or promised options, restricted stock units, warrants, calls, subscriptions or other rights to acquire from the Company, as applicable, are the sole outstanding securities of such Subsidiaries; the Subsidiaries Company or other obligations of the Company do not have outstanding to issue or allot, any capital stock or securities convertible into into, or exchangeable for any or exercisable for, or evidencing the right to subscribe for, capital stock of, or membership interests other equity or other ownership voting interests in, such Subsidiariesthe Company. There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire or retire for value any securities of the Company. There are no statutory or contractual equityholder preemptive or similar rights, rights to subscribe for of first refusal, rights of first offer or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating registration rights with respect to the issuance ofShares. There are no agreements with respect to the voting or transfer of the Shares to which the Company is a party. Other than the Company Options disclosed on Schedule 3.3(b) of the Disclosure Schedules and other options granted by the Company that been exercised or expired, the Company has not at any time issued or granted, and there are no outstanding or authorized, compensatory equity or equity-linked interests with respect to the capital stock of, or membership interests other equity or other ownership voting interests in, such Subsidiariesthe Company, or including without limitation, any options, appreciation rights, restricted stock or securities convertible into stock unit awards, phantom equity or exchangeable for any capital stock of, similar awards or membership interests or other ownership interests in, such Subsidiaries; and except as required pursuant to Section 5.5 of this Agreement, neither the Company or any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or membership interests or other ownership interests in, any Subsidiary of the Company. The Company has made available to Parent or its representatives true and correct copies of the organizational documents of C III Communications, LLC (“CIII”) and all other agreements between the Company or its Subsidiaries on the one hand and BCSI Inc. (“BCSI”) or its Subsidiaries on the other hand, with respect to CIII or BCSI’s interest therein. BCSI and its Affiliates hold in the aggregate the interest in CIII set forth on Schedule 3.6(c) and no other Person (other than the Company and its Subsidiaries) owns any equity interest in CIIIrights.

Capitalization and Related Matters. (a) As of the date hereof, the authorized capital stock of the Company consists of 1,600,000,000 100,000,000 shares of Company Common Stock and 200,000,000 10,000,000 shares of Company Preferred Stock. As of the date hereofclose of business on August 3, 2007: (i) 89,954,431 7,099,229 shares of Company Common Stock are issued and outstanding, and there are no shares of Company Preferred Stock issued or outstanding; (ii) 4,807,071 1,300,000 shares of Company Common Stock are reserved for issuance and issuable upon or otherwise deliverable under the Company’s Second Amended 1997 's 2006 Incentive Award Plan, the IsoTis, S.A. Stock Option PlanPlan 2003/0, 2000 Long Term Incentive the IsoTis, S.A. Stock Option Plan and Employee 2003/1, the IsoTis, S.A. Stock Purchase Option Plan 2003/2 (collectively, the “"Company Stock Plans”") in connection with the exercise of outstanding Company Options and the vesting of outstanding Other Stock AwardsOptions. Schedule Section 3.6(a)(ii) of the Company Disclosure Letter sets forth forth, for each outstanding Company Option, whether or not vested, the (x) name of the holder of such Company Option, (y) the exercise prices price per share for such Company Option and (z) the expiration date of such Company Options;Option; and (iii) 13,638,600 681,297 shares of Company Common Stock are were reserved for issuance issuance, and issuable as were issued, pursuant to the consummation of the date hereof upon conversion Swiss Merger. A. has knowingly granted, and there is no and has been no policy or intentional practice by the Company or IsoTis, S.A. to grant, Company Stock Options or options to purchase equity interests of IsoTis, S.A., as applicable, prior to, or otherwise intentionally coordinate the Company’s 3.125% Convertible Senior Debentures due 2006 grant of such options with, the release of material information regarding the Company or its Subsidiaries. Each Company Option was properly accounted for in all material respects in accordance with GAAP in the financial statements (including the “Convertible Debentures”); and (ivrelated notes) 3,820,980 shares of Company Common Stock are reserved for issuance and 3,820,980 shares of Company Common Stock are issuable upon exercise of the Company Warrants. Schedule 3.6(a)(iv) sets forth and its Subsidiaries and disclosed in the names filings of all holders of the Company Warrants, and its Subsidiaries with the number of shares of Company Common Stock purchasable thereunder and the exercise price(s) therefor. (b) The outstanding shares of Company Common Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable and (ii) were issued in compliance with all applicable federal and state securities laws. All grants of Company Options and Other Stock Awards were validly issued and properly approved by the Company’s Board of Directors SEC in accordance with all the Exchange Act and other applicable law and no such grants involved any “backdating” or similar practices with respect to the effective date of grantsecurities laws. Except as set forth above in Section 3.6(a), as of the date hereof, no shares of capital stock of the Company are outstanding. Except as set forth above in Section 3.6(a) or as required pursuant to Section 5.5 of this Agreement, outstanding and the Company does not have outstanding any securities convertible into or exchangeable for any shares of capital stock, including Company Options, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or known claims of any other character relating to the issuance of, any capital stock, or any stock or securities convertible into or exchangeable for any capital stock; and the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of capital stock. Except as set forth above in Section 3.6(a), 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. True and complete copies of the Company Warrants have been made available to Parent or its representatives. (cb) Except as set forth on Schedule 3.6(c), all All of the outstanding shares of capital stock, or membership interests or other ownership interests of, each Subsidiary of the Company, as applicable, is validly issued, fully paid and nonassessable and is owned of record and beneficially by the Company, directly or indirectly. The Company has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of the Company, free and clear of any Liens other than Permitted Liens. Such outstanding shares of capital stock of, or membership interests or other ownership interests in, the Subsidiaries of the Company, as applicable, are the sole outstanding securities of such Subsidiaries; the Subsidiaries of the Company do not have outstanding any securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, or any stock or securities convertible into or exchangeable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries; and except as required pursuant to Section 5.5 of this Agreement, neither the Company or any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or membership interests or other ownership interests in, any Subsidiary of the Company. The Company has made available to Parent or its representatives true and correct copies of the organizational documents of C III Communications, LLC (“CIII”) and all other agreements between the Company or its Subsidiaries on the one hand and BCSI Inc. (“BCSI”) or its Subsidiaries on the other hand, with respect to CIII or BCSI’s interest therein. BCSI and its Affiliates hold in the aggregate the interest in CIII set forth on Schedule 3.6(c) and no other Person (other than the Company and its Subsidiaries) owns any equity interest in CIII.