Common use of Parent Capitalization Clause in Contracts

Parent Capitalization. (i) Immediately prior to the Closing and without giving effect to the Merger the Parent will have a total authorized capitalization consisting of: (A) 395,000,000 shares of common stock, par value $.001 (the "Common Stock") of which (a) 14,300,575 shares are issued and outstanding, (b) 1,490,000 shares remain reserved for issuance pursuant to stock purchase, stock grant or stock option arrangements for employees, directors or consultants of the Parent, (c) 1,791,051 shares remain reserved for issuance to holders of shares of the common stock of Allied Riser, (d) 155,809 shares remain reserved for issuance pursuant to warrants granted in connection with certain agreements between Allied Riser and certain landlords relating to building access rights, (e) 68,199,901 shares are reserved for issuance upon conversion of the Series F Participating Convertible Preferred Stock of Parent (the "Series F Preferred Stock"), (f) 254,947,501 shares are reserved for issuance upon conversion of the Series G Participating Convertible Preferred Stock of Parent (the "Series G Preferred Stock"), and (g) 41,539,253 shares are reserved for issuance upon conversion of the Series H Participating Convertible Preferred Stock of Parent (the "Series H Preferred Stock"). (B) 120,000 shares of the Parent's preferred stock, $.001 par value per share (the "Preferred Stock"), of which (a) 13,999 shares are authorized but unissued Preferred Stock, (b) 11,000 shares are designated as Series F Preferred Stock, all of which are issued and outstanding, (c) 41,030 shares are designated as Series G Preferred Stock, all of which are issued and outstanding, (d) 54,001 shares are designated as Series H Preferred Stock, of which 53,721 shares are issued and outstanding, (e) 3,000 shares are designated as Series I Participating Convertible Preferred Stock (the "Series I Preferred Stock"), of which 2,575 shares are issued and outstanding, and (f) 3,891 shares are designated as Series J Preferred Stock, of which 0 shares are issued and outstanding. (ii) All the outstanding shares of capital stock of the Parent have been duly authorized, and are validly issued, fully paid and non-assessable and were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The Series J Preferred Stock, when issued and delivered in accordance with the terms hereof, will be (i) duly authorized, validly issued, fully-paid and non-assessable, (ii) free from all taxes, liens and charges with respect to the issuance thereof and (iii) entitled to the rights and preferences set forth in the Certificate of Designation. Such shares of Common Stock issuable upon conversion of the Series J Preferred Stock, when issued and delivered upon conversion of any of the Series J Preferred Stock (the "Conversion Shares"), will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Immediately before the date that the Series J Preferred Stock become convertible, there shall have been reserved, free of preemptive rights and other preferential rights, a sufficient number of authorized but unissued shares of Common Stock to satisfy the conversion rights of the holders of the Series J Preferred Stock. (iii) No options, warrants, subscriptions, convertible securities, phantom stock, stock appreciation rights or other rights (contingent or otherwise) of any nature to acquire from the Parent shares of capital stock or other securities are authorized, issued or outstanding, nor is the Parent obligated in any other manner to issue shares of its capital stock or other securities except as contemplated by this Agreement. There are no restrictions on the transfer of shares of capital stock of the Parent other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement, the Parent's Second Amended and Restated Stockholders Agreement (the "Existing Stockholders Agreement") and the Parent's Third Amended and Restated Registration Rights Agreement (the "Existing Registration Rights Agreement").

Parent Capitalization. (i) Immediately prior to the Closing and without giving effect to the Merger the Parent will have a total authorized capitalization consisting of: (A) 395,000,000 shares of common stock, par value $.001 (the "Common Stock") of which (a) 14,300,575 14,228,077 shares are issued and outstanding, (b) 1,490,000 shares remain reserved for issuance pursuant to stock purchase, stock grant or stock option arrangements for employees, directors or consultants of the Parent, (c) 1,791,051 shares remain reserved for issuance to holders of shares of the common stock of Allied Riser, (d) 155,809 shares remain reserved for issuance pursuant to warrants granted in connection with certain agreements between Allied Riser and certain landlords relating to building access rights, (e) 68,199,901 shares are reserved for issuance upon conversion of the Series F Participating Convertible Preferred Stock of Parent (the "Series F Preferred Stock")Parent, (f) 254,947,501 shares are reserved for issuance upon conversion of the Series G Participating Convertible Preferred Stock of Parent (the "Series G Preferred Stock")Parent, and (g) 41,539,253 shares are reserved for issuance upon conversion of the Series H Participating Convertible Preferred Stock of Parent (the "Series H Preferred Stock")Parent. (B) 120,000 shares of the Parent's preferred stock, $.001 par value per share (the "Preferred Stock"), of which (a) 13,999 shares are authorized but unissued Preferred Stock, (b) 11,000 shares are designated as Series F Participating Convertible Preferred Stock, all of which are issued and outstanding, (c) 41,030 shares are designated as Series G Participating Convertible Preferred Stock, all of which are issued and outstanding, and (d) 54,001 shares are designated as Series H Participating Convertible Preferred Stock, of which 53,721 shares are issued and outstanding, (e) 3,000 shares are designated as Series I Participating Convertible Preferred Stock (the "Series I Preferred Stock"), of which 2,575 shares are issued and outstanding, and (f) 3,891 shares are designated as Series J Preferred Stock, of which 0 53,529 shares are issued and outstanding. (ii) All the outstanding shares of capital stock of the Parent have been duly authorized, and are validly issued, fully paid and non-assessable and were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The Series J Parent Preferred StockShares, when issued and delivered in accordance with the terms hereof, will be (i) duly authorized, validly issued, fully-paid and non-assessable, (ii) free from all taxes, liens and charges with respect to the issuance thereof and (iii) entitled to the rights and preferences set forth in the Certificate of Designation. Such shares of Common Stock issuable upon conversion of the Series J Parent Preferred StockShares, when issued and delivered upon conversion of any of the Series J Parent Preferred Stock Shares (the "Conversion Shares"), will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Immediately before the date that the Series J Parent Preferred Stock Shares become convertible, there shall have been reserved, free of preemptive rights and other preferential rights, a sufficient number of authorized but unissued shares of Common Stock to satisfy the conversion rights of the holders of the Series J Parent Preferred StockShares. (iii) No options, warrants, subscriptions, convertible securities, phantom stock, stock appreciation rights or other rights (contingent or otherwise) of any nature to acquire from the Parent shares of capital stock or other securities are authorized, issued or outstanding, nor is the Parent obligated in any other manner to issue shares of its capital stock or other securities except as contemplated by this Agreement. There are no restrictions on the transfer of shares of capital stock of the Parent other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement, the Parent's Second Amended and Restated Stockholders Agreement (the "Existing Stockholders Agreement") and the Parent's Third Amended and Restated Registration Rights Agreement (the "Existing Registration Rights Agreement").

Parent Capitalization. (i) Immediately prior to the Closing and without giving effect to the Merger transaction contemplated hereby the Parent will have a total authorized capitalization consisting of: (A) 395,000,000 : 600,000,000 shares of common stock, par value $.001 (the "Common Stock") of which (a) 14,300,575 16,145,918 shares are issued and outstanding, (b) 1,490,000 1,432,872 shares remain reserved for issuance pursuant to stock purchase, stock grant or stock option arrangements for employees, directors or consultants of the Parent, (c) 1,791,051 155,809 shares remain reserved for issuance to holders of shares of the common stock of Allied Riser, (d) 155,809 21,329 remain reserved for issuance upon the conversion of Allied Riser convertible notes, (e) 103,777 shares remain reserved for issuance pursuant to warrants granted in connection with certain agreements between Allied Riser and certain landlords relating to building access rights, (ef) 68,199,901 shares are reserved for issuance upon conversion of the Series F Participating Convertible Preferred Stock of Parent (the "Series F Preferred Stock"), (fg) 254,947,501 shares are reserved for issuance upon conversion of the Series G Participating Convertible Preferred Stock of Parent (the "Series G Preferred Stock"), and (gh) 41,539,253 61,541,611 shares are reserved for issuance upon conversion of the Series H Participating Convertible Preferred Stock of Parent (the "Series H Preferred Stock"). , (Bi) 120,000 15,962,585 shares are reserved for issuance upon conversion of the Series I Participating Convertible Preferred Stock of Parent (the Series I Preferred Stock), (j) 120,605,177 shares are reserved for issuance upon conversion of the Series J Participating Convertible Preferred Stock of Parent (the Series J Preferred Stock), and (k) 16,119,033 shares are reserved for issuance upon conversion of the Series K Participating Convertible Preferred Stock of Parent (the Series K Preferred Stock). 170,000 shares of the Parent's ’s preferred stock, $.001 par value per share (the "Preferred Stock"), of which (a) 13,999 24,478 shares are authorized but unissued Preferred Stock, (b) 11,000 shares are designated as Series F Preferred Stock, all of which are issued and outstanding, (c) 41,030 shares are designated as Series G Preferred Stock, all of which are issued and outstanding, (d) 54,001 84,001 shares are designated as Series H Preferred Stock, of which 53,721 47,308 shares are issued and outstandingoutstanding and, (e) 3,000 shares are designated as Series I Participating Convertible Preferred Stock (the "Series I Preferred Stock"), of which 2,575 shares are issued and outstanding, and (f) 3,891 shares are designated as Series J Preferred Stock, of which 0 3,891 shares are issued and outstanding and (g) 2,600 shares are designated Series K Preferred Stock, of which 2,600 shares are issued and outstanding. (ii) All the outstanding shares of capital stock of the Parent have been duly authorized, and are validly issued, fully paid and non-assessable and were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The Series J L Preferred Stock, when issued and delivered in accordance with the terms hereof, will be (i) duly authorized, validly issued, fully-paid and non-assessable, (ii) free from all taxes, liens and charges with respect to the issuance thereof and (iii) entitled to the rights and preferences set forth in the Certificate of Designation. Such shares of Common Stock issuable upon conversion of the Series J Preferred Stock, when issued and delivered upon conversion of any of the Series J Preferred Stock (the "Conversion Shares"), will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Immediately before the date that the Series J L Preferred Stock become convertible, there shall have been reserved, free of preemptive rights and other preferential rights, a sufficient number of authorized but unissued shares of Common Stock to satisfy the conversion rights of the holders of the Series J L Preferred Stock. (iii) No Except pursuant to the Parent’s 2004 Incentive Award Plan, no options, warrants, subscriptions, convertible securities, phantom stock, stock appreciation rights or other rights (contingent or otherwise) of any nature to acquire from the Parent shares of capital stock or other securities are authorized, issued or outstanding, nor is the Parent obligated in any other manner to issue shares of its capital stock or other securities except as contemplated by this Agreement. There are no restrictions on the transfer of shares of capital stock of the Parent other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement, the Parent's Second ’s Third Amended and Restated Stockholders Agreement (the "Existing Stockholders Agreement") and the Parent's Third ’s Fourth Amended and Restated Registration Rights Agreement (the "Existing Registration Rights Agreement"). To Parent’s knowledge, the Existing Stockholders Agreement sets forth the only agreements among stockholders regarding voting rights and obligations applicable to Parent’s securities. The Existing Registration Rights Agreement sets forth the only registration rights and obligations applicable to the Parent’s securities.

Parent Capitalization. (i) Immediately prior to the Closing and without giving effect to the Merger transaction contemplated hereby the Parent will have a total authorized capitalization consisting of: (A) 395,000,000 : 600,000,000 shares of common stock, par value $.001 (the "Common Stock") of which (a) 14,300,575 16,145,918 shares are issued and outstanding, (b) 1,490,000 1,432,872 shares remain reserved for issuance pursuant to stock purchase, stock grant or stock option arrangements for employees, directors or consultants of the Parent, (c) 1,791,051 155,809 shares remain reserved for issuance to holders of shares of the common stock of Allied Riser, (d) 155,809 21,329 remain reserved for issuance upon the conversion of Allied Riser convertible notes, (e) 103,777 shares remain reserved for issuance pursuant to warrants granted in connection with certain agreements between Allied Riser and certain landlords relating to building access rights, (ef) 68,199,901 shares are reserved for issuance upon conversion of the Series F Participating Convertible Preferred Stock of Parent (the "Series F Preferred Stock"), (fg) 254,947,501 shares are reserved for issuance upon conversion of the Series G Participating Convertible Preferred Stock of Parent (the "Series G Preferred Stock"), and (gh) 41,539,253 61,541,611 shares are reserved for issuance upon conversion of the Series H Participating Convertible Preferred Stock of Parent (the "Series H Preferred Stock"). , (Bi) 120,000 15,962,585 shares are reserved for issuance upon conversion of the Series I Participating Convertible Preferred Stock of Parent (the Series I Preferred Stock), (j) 120,605,177 shares are reserved for issuance upon conversion of the Series J Participating Convertible Preferred Stock of Parent (the Series J Preferred Stock), and (k) 16,119,033 shares are reserved for issuance upon conversion of the Series K Participating Convertible Preferred Stock of Parent (the Series K Preferred Stock). 170,000 shares of the Parent's preferred stock, $.001 par value per share (the "Preferred Stock"), of which (a) 13,999 24,478 shares are authorized but unissued Preferred Stock, (b) 11,000 shares are designated as Series F Preferred Stock, all of which are issued and outstanding, (c) 41,030 shares are designated as Series G Preferred Stock, all of which are issued and outstanding, (d) 54,001 84,001 shares are designated as Series H Preferred Stock, of which 53,721 47,308 shares are issued and outstandingoutstanding and, (e) 3,000 shares are designated as Series I Participating Convertible Preferred Stock (the "Series I Preferred Stock"), of which 2,575 shares are issued and outstanding, and (f) 3,891 shares are designated as Series J Preferred Stock, of which 0 3,891 shares are issued and outstanding and (g) 2,600 shares are designated Series K Preferred Stock, of which 2,600 shares are issued and outstanding. (ii) All the outstanding shares of capital stock of the Parent have been duly authorized, and are validly issued, fully paid and non-assessable and were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The Series J L Preferred Stock, when issued and delivered in accordance with the terms hereof, will be (i) duly authorized, validly issued, fully-paid and non-assessable, (ii) free from all taxes, liens and charges with respect to the issuance thereof and (iii) entitled to the rights and preferences set forth in the Certificate of Designation. Such shares of Common Stock issuable upon conversion of the Series J Preferred Stock, when issued and delivered upon conversion of any of the Series J Preferred Stock (the "Conversion Shares"), will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Immediately before the date that the Series J L Preferred Stock become convertible, there shall have been reserved, free of preemptive rights and other preferential rights, a sufficient number of authorized but unissued shares of Common Stock to satisfy the conversion rights of the holders of the Series J L Preferred Stock. (iii) No Except pursuant to the Parent's 2004 Incentive Award Plan, no options, warrants, subscriptions, convertible securities, phantom stock, stock appreciation rights or other rights (contingent or otherwise) of any nature to acquire from the Parent shares of capital stock or other securities are authorized, issued or outstanding, nor is the Parent obligated in any other manner to issue shares of its capital stock or other securities except as contemplated by this Agreement. There are no restrictions on the transfer of shares of capital stock of the Parent other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement, the Parent's Second Third Amended and Restated Stockholders Agreement (the "Existing Stockholders Agreement") and the Parent's Third Fourth Amended and Restated Registration Rights Agreement (the "Existing Registration Rights Agreement"). To Parent's knowledge, the Existing Stockholders Agreement sets forth the only agreements among stockholders regarding voting rights and obligations applicable to Parent's securities. The Existing Registration Rights Agreement sets forth the only registration rights and obligations applicable to the Parent's securities.

Parent Capitalization. (i) Immediately prior to the Closing and without giving effect to the Merger the Parent will have a total authorized capitalization consisting of: (A) 395,000,000 600,000,000 shares of common stock, par value $.001 (the "Common Stock") of which (a) 14,300,575 16,338,992 shares are issued and outstanding, (b) 1,490,000 1,432,872 shares remain reserved for issuance pursuant to stock purchase, stock grant or stock option arrangements for employees, directors or consultants of the Parent, (c) 1,791,051 155,809 shares remain reserved for issuance to holders of shares of the common stock of Allied Riser, (d) 155,809 21,329 remain reserved for issuance upon the conversion of Allied Riser convertible notes, (e) 103,777 shares remain reserved for issuance pursuant to warrants granted in connection with certain agreements between Allied Riser and certain landlords relating to building access rights, (ef) 68,199,901 shares are reserved for issuance upon conversion of the Series F Participating Convertible Preferred Stock of Parent (the "Series F Preferred Stock"), (fg) 254,947,501 254,942,365 shares are reserved for issuance upon conversion of the Series G Participating Convertible Preferred Stock of Parent (the "Series G Preferred Stock"), and (gh) 41,539,253 61,348,462 shares are reserved for issuance upon conversion of the Series H Participating Convertible Preferred Stock of Parent (the "Series H Preferred Stock"), (i) 15,962,585 shares are reserved for issuance upon conversion of the Series I Participating Convertible Preferred Stock of Parent (the "Series I Preferred Stock"), (j) 120,605,177 shares are reserved for issuance upon conversion of the Series J Participating Convertible Preferred Stock of Parent (the "Series J Preferred Stock"), (k) 16,119,033 shares are reserved for issuance upon conversion of the Series K Participating Convertible Preferred Stock of Parent (the "Series K Preferred Stock") and 5,747,055 shares are reserved for issuance upon conversion of the Series L Participating Convertible Preferred Stock of Parent (the "Series L Preferred Stock"). (B) 120,000 170,000 shares of the Parent's preferred stock, $.001 par value per share (the "Preferred Stock"), of which (a) 13,999 20,292 shares are authorized but unissued Preferred Stock, (b) 11,000 shares are designated as Series F Preferred Stock, all of which are issued and outstanding, (c) 41,030 shares are designated as Series G Preferred Stock, all of which are issued and outstanding, (d) 54,001 84,001 shares are designated as Series H Preferred Stock, of which 53,721 46,499 shares are issued and outstanding, (e) 3,000 shares are designated as Series I Participating Convertible Preferred Stock (the "Series I Preferred Stock"), of which 2,575 shares are issued and outstanding, and (f) 3,891 shares are designated as Series J Preferred Stock, of which 3,891 shares are issued and outstanding, (g) 2,600 shares are designated Series K Preferred Stock, of which 2,600 shares are issued and outstanding, (h) 185.4 shares are designated Series L Preferred Stock, of which 185.4 shares are issued and outstanding, and (i) 4,000 shares are designated Series M Preferred Stock, of which 0 shares are issued and outstanding. (ii) All the outstanding shares of capital stock of the Parent have been duly authorized, and are validly issued, fully paid and non-assessable and were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The Series J M Preferred Stock, when issued and delivered in accordance with the terms hereof, will be (i) duly authorized, validly issued, fully-paid and non-assessable, (ii) free from all taxes, liens and charges with respect to the issuance thereof and (iii) entitled to the rights and preferences set forth in the Certificate of Designation. Such shares of Common Stock issuable upon conversion of the Series J M Preferred Stock, when issued and delivered upon conversion of any of the Series J M Preferred Stock (the "Conversion Shares"), will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Immediately before the date that the Series J M Preferred Stock become convertible, there shall have been reserved, free of preemptive rights and other preferential rights, a sufficient number of authorized but unissued shares of Common Stock to satisfy the conversion rights of the holders of the Series J M Preferred Stock. (iii) No Except pursuant to the Parent's 2004 Incentive Award Plan and as otherwise disclosed herein, no options, warrants, subscriptions, convertible securities, phantom stock, stock appreciation rights or other rights (contingent or otherwise) of any nature to acquire from the Parent shares of capital stock or other securities are authorized, issued or outstanding, nor is the Parent obligated in any other manner to issue shares of its capital stock or other securities except as contemplated by this Agreement. There are no restrictions on the transfer of shares of capital stock of the Parent other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement, the Parent's Second Fourth Amended and Restated Stockholders Agreement (the "Existing Stockholders Agreement") and the Parent's Third Sixth Amended and Restated Registration Rights Agreement (the "Existing Registration Rights Agreement").

Parent Capitalization. (i) Immediately prior to the Closing and without giving effect to the Merger the Parent will have a total authorized capitalization consisting of: (A) 395,000,000 600,000,000 shares of common stock, par value $.001 (the "Common Stock") of which (a) 14,300,575 16,045,111 shares are issued and outstanding, (b) 1,490,000 1,432,872 shares remain reserved for issuance pursuant to stock purchase, stock grant or stock option arrangements for employees, directors or consultants of the Parent, (c) 1,791,051 155,809 shares remain reserved for issuance to holders of shares of the common stock of Allied Riser, (d) 155,809 21,329 remain reserved for issuance upon the conversion of Allied Riser convertible notes, (e) 103,777 shares remain reserved for issuance pursuant to warrants granted in connection with certain agreements between Allied Riser and certain landlords relating to building access rights, (ef) 68,199,901 shares are reserved for issuance upon conversion of the Series F Participating Convertible Preferred Stock of Parent (the "Series F Preferred Stock"), (fg) 254,947,501 shares are reserved for issuance upon conversion of the Series G Participating Convertible Preferred Stock of Parent (the "Series G Preferred Stock"), and (gh) 41,539,253 61,664,672 shares are reserved for issuance upon conversion of the Series H Participating Convertible Preferred Stock of Parent (the "Series H Preferred Stock"), (i) 15,962,585 shares are reserved for issuance upon conversion of the Series I Participating Convertible Preferred Stock of Parent (the "Series I Preferred Stock"), (j) 120,605,177 shares are reserved for issuance upon conversion of the Series J Participating Convertible Preferred Stock of Parent (the "Series J Preferred Stock"), and (k) 16,119,033 shares are reserved for issuance upon conversion of the Series K Participating Convertible Preferred Stock of Parent (the "Series K Preferred Stock"). (B) 120,000 170,000 shares of the Parent's preferred stock, $.001 par value per share (the "Preferred Stock"), of which (a) 13,999 24,478 shares are authorized but unissued Preferred Stock, (b) 11,000 shares are designated as Series F Preferred Stock, all of which are issued and outstanding, (c) 41,030 shares are designated as Series G Preferred Stock, all of which are issued and outstanding, (d) 54,001 84,001 shares are designated as Series H Preferred Stock, of which 53,721 47,308 shares are issued and outstandingoutstanding and, (e) 3,000 shares are designated as Series I Participating Convertible Preferred Stock (the "Series I Preferred Stock"), of which 2,575 shares are issued and outstanding, and (f) 3,891 shares are designated as Series J Preferred Stock, of which 3,891 shares are issued and outstanding and (g) 2,600 shares are designated Series K Preferred Stock, of which 0 shares are issued and outstanding. (ii) All the outstanding shares of capital stock of the Parent have been duly authorized, and are validly issued, fully paid and non-assessable and were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The Series J K Preferred Stock, when issued and delivered in accordance with the terms hereof, will be (i) duly authorized, validly issued, fully-paid and non-assessable, (ii) free from all taxes, liens and charges with respect to the issuance thereof and (iii) entitled to the rights and preferences set forth in the Certificate of Designation. Such shares of Common Stock issuable upon conversion of the Series J K Preferred Stock, when issued and delivered upon conversion of any of the Series J K Preferred Stock (the "Conversion Shares"), will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Immediately before the date that the Series J K Preferred Stock become convertible, there shall have been reserved, free of preemptive rights and other preferential rights, a sufficient number of authorized but unissued shares of Common Stock to satisfy the conversion rights of the holders of the Series J K Preferred Stock. (iii) No Except pursuant to the Parent's 2004 Incentive Award Plan, no options, warrants, subscriptions, convertible securities, phantom stock, stock appreciation rights or other rights (contingent or otherwise) of any nature to acquire from the Parent shares of capital stock or other securities are authorized, issued or outstanding, nor is the Parent obligated in any other manner to issue shares of its capital stock or other securities except as contemplated by this Agreement. There are no restrictions on the transfer of shares of capital stock of the Parent other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement, the Parent's Second Third Amended and Restated Stockholders Agreement (the "Existing Stockholders Agreement") and the Parent's Third Fourth Amended and Restated Registration Rights Agreement (the "Existing Registration Rights Agreement"). To Parent's knowledge, the Existing Stockholders Agreement sets forth the only agreements among stockholders regarding voting rights and obligations applicable to Parent's securities. The Existing Registration Rights Agreement sets forth the only registration rights and obligations applicable to the Parent's securities.

Parent Capitalization. (i) Immediately prior to the Closing and without giving effect to the Merger the Parent will have a total authorized capitalization consisting of: (A) 395,000,000 600,000,000 shares of common stock, par value $.001 (the "“Common Stock"”) of which (a) 14,300,575 16,338,992 shares are issued and outstanding, (b) 1,490,000 1,432,872 shares remain reserved for issuance pursuant to stock purchase, stock grant or stock option arrangements for employees, directors or consultants of the Parent, (c) 1,791,051 155,809 shares remain reserved for issuance to holders of shares of the common stock of Allied Riser, (d) 155,809 21,329 remain reserved for issuance upon the conversion of Allied Riser convertible notes, (e) 103,777 shares remain reserved for issuance pursuant to warrants granted in connection with certain agreements between Allied Riser and certain landlords relating to building access rights, (ef) 68,199,901 shares are reserved for issuance upon conversion of the Series F Participating Convertible Preferred Stock of Parent (the "“Series F Preferred Stock"”), (fg) 254,947,501 254,942,365 shares are reserved for issuance upon conversion of the Series G Participating Convertible Preferred Stock of Parent (the "“Series G Preferred Stock"”), and (gh) 41,539,253 61,348,462 shares are reserved for issuance upon conversion of the Series H Participating Convertible Preferred Stock of Parent (the "“Series H Preferred Stock"”), (i) 15,962,585 shares are reserved for issuance upon conversion of the Series I Participating Convertible Preferred Stock of Parent (the “Series I Preferred Stock”), (j) 120,605,177 shares are reserved for issuance upon conversion of the Series J Participating Convertible Preferred Stock of Parent (the “Series J Preferred Stock”), (k) 16,119,033 shares are reserved for issuance upon conversion of the Series K Participating Convertible Preferred Stock of Parent (the “Series K Preferred Stock”) and 5,747,055 shares are reserved for issuance upon conversion of the Series L Participating Convertible Preferred Stock of Parent (the “Series L Preferred Stock”). (B) 120,000 170,000 shares of the Parent's ’s preferred stock, $.001 par value per share (the "“Preferred Stock"”), of which (a) 13,999 20,292 shares are authorized but unissued Preferred Stock, (b) 11,000 shares are designated as Series F Preferred Stock, all of which are issued and outstanding, (c) 41,030 shares are designated as Series G Preferred Stock, all of which are issued and outstanding, (d) 54,001 84,001 shares are designated as Series H Preferred Stock, of which 53,721 46,499 shares are issued and outstanding, (e) 3,000 shares are designated as Series I Participating Convertible Preferred Stock (the "Series I Preferred Stock"), of which 2,575 shares are issued and outstanding, and (f) 3,891 shares are designated as Series J Preferred Stock, of which 3,891 shares are issued and outstanding, (g) 2,600 shares are designated Series K Preferred Stock, of which 2,600 shares are issued and outstanding, (h) 185.4 shares are designated Series L Preferred Stock, of which 185.4 shares are issued and outstanding, and (i) 4,000 shares are designated Series M Preferred Stock, of which 0 shares are issued and outstanding. (ii) All the outstanding shares of capital stock of the Parent have been duly authorized, and are validly issued, fully paid and non-assessable and were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The Series J M Preferred Stock, when issued and delivered in accordance with the terms hereof, will be (i) duly authorized, validly issued, fully-paid and non-assessable, (ii) free from all taxes, liens and charges with respect to the issuance thereof and (iii) entitled to the rights and preferences set forth in the Certificate of Designation. Such shares of Common Stock issuable upon conversion of the Series J M Preferred Stock, when issued and delivered upon conversion of any of the Series J M Preferred Stock (the "“Conversion Shares"”), will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Immediately before the date that the Series J M Preferred Stock become convertible, there shall have been reserved, free of preemptive rights and other preferential rights, a sufficient number of authorized but unissued shares of Common Stock to satisfy the conversion rights of the holders of the Series J M Preferred Stock. (iii) No Except pursuant to the Parent’s 2004 Incentive Award Plan and as otherwise disclosed herein, no options, warrants, subscriptions, convertible securities, phantom stock, stock appreciation rights or other rights (contingent or otherwise) of any nature to acquire from the Parent shares of capital stock or other securities are authorized, issued or outstanding, nor is the Parent obligated in any other manner to issue shares of its capital stock or other securities except as contemplated by this Agreement. There are no restrictions on the transfer of shares of capital stock of the Parent other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement, the Parent's Second ’s Fourth Amended and Restated Stockholders Agreement (the "“Existing Stockholders Agreement"”) and the Parent's Third ’s Sixth Amended and Restated Registration Rights Agreement (the "“Existing Registration Rights Agreement"”).

Parent Capitalization. As of the date hereof, the authorized capital stock of Parent consists of (i) Immediately prior to the Closing and without giving effect to the Merger the Parent will have a total authorized capitalization consisting of: (A) 395,000,000 45,020,000 shares of common preferred stock, par value $.001 (the "Common Stock") of which (a) 14,300,575 shares are issued and outstanding, (b) 1,490,000 shares remain reserved for issuance pursuant to stock purchase, stock grant or stock option arrangements for employees, directors or consultants of the Parent, (c) 1,791,051 shares remain reserved for issuance to holders of shares of the common stock of Allied Riser, (d) 155,809 shares remain reserved for issuance pursuant to warrants granted in connection with certain agreements between Allied Riser and certain landlords relating to building access rights, (e) 68,199,901 shares are reserved for issuance upon conversion of the Series F Participating Convertible Preferred Stock of Parent (the "Series F Preferred Stock"), (f) 254,947,501 shares are reserved for issuance upon conversion of the Series G Participating Convertible Preferred Stock of Parent (the "Series G Preferred Stock"), and (g) 41,539,253 shares are reserved for issuance upon conversion of the Series H Participating Convertible Preferred Stock of Parent (the "Series H Preferred Stock"). (B) 120,000 shares of the Parent's preferred stock, $.001 par value .01 per share (the "Preferred StockPARENT PREFERRED STOCK"), of which (aw) 13,999 10,000 shares are authorized but unissued have been designated Series A Preferred Stock, par value $.01 per share (b"PARENT SERIES A PREFERRED STOCK"), (x) 11,000 10,000 shares are have been designated as Series F B Preferred Stock, par value $.01 per share ("PARENT SERIES B PREFERRED STOCK"), (y) 25,000,000 shares have been designated Series C Preferred Stock, par value $.01 per share ("PARENT SERIES C PREFERRED STOCK"), and (z) 3,000,000 shares have been designated Series D Junior Participating Preferred Stock, par value $.01 per share ("PARENT SERIES D PREFERRED STOCK") and (ii) (x) 250,000,000 shares of Class A Common Stock, par value $.01 per share ("PARENT CLASS A COMMON STOCK"), and (y) 65,000,000 shares of Class B Common Stock, par value $.01 per share ("PARENT CLASS B COMMON STOCK" and together with Parent Class A Common Stock, "PARENT COMMON STOCK"). It is understood and agreed by the Parties that on or prior to the Closing Date the certificate of incorporation of Parent may be amended to convert all outstanding shares of which are Parent Class B Common Stock into shares of Parent Class A Common Stock and to eliminate the Parent Class A Common Stock. As of the close of business on December 31, 1997, there were (i) no shares of Parent Series A Preferred Stock, no shares of Parent Series B Preferred Stock, 6,628,566 shares of Parent Series C Preferred Stock and no shares of Parent Series D Preferred Stock issued and outstanding, ; (cii) 41,030 95,587,010 shares are designated of Parent Class A Common Stock and 1,393,867 shares of Parent Class B Common Stock issued and outstanding; (iii) 6,800,000 shares of Class A Common Stock held in the treasury of Parent; (iv) 5,391,311 shares of Parent Class A Common Stock reserved for issuance upon exercise of stock options of Parent outstanding or which may be granted pursuant to employee stock option and similar plans; and (v) 10,435,231 shares of Parent Class A Common Stock reserved for issuance upon the conversion of Parent Class B Common Stock and Parent Series C Preferred Stock. Except as described in the immediately preceding sentence and except for the preferred share purchase rights relating to the Parent Series G D Preferred Stock, there are no securities of Parent or Holdco Sub (or their affiliates) currently outstanding that are convertible into or exercisable or exchangeable for shares of Parent Class A Common Stock. On the Closing Date, all of which are issued and outstanding, (d) 54,001 shares are designated as Series H Preferred Stock, of which 53,721 shares are issued and outstanding, (e) 3,000 shares are designated as Series I Participating Convertible Preferred Stock (the "Series I Preferred Stock"), of which 2,575 shares are issued and outstanding, and (f) 3,891 shares are designated as Series J Preferred Stock, of which 0 shares are issued and outstanding. (ii) All the outstanding shares of Parent's capital stock of the Parent have been will be duly authorized, and are validly issued, fully paid and non-assessable and were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The Series J Preferred Stock, when issued and delivered in accordance with the terms hereof, will be (i) duly authorized, validly issued, fully-paid and non-assessable, (ii) free from all taxes, liens and charges with respect to the issuance thereof and (iii) entitled to the rights and preferences set forth in the Certificate of Designation. Such shares of Common Stock issuable upon conversion of the Series J Preferred Stock, when issued and delivered upon conversion of any of the Series J Preferred Stock (the "Conversion Shares"), will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Immediately before the date that the Series J Preferred Stock become convertible, there shall have been reserved, free of preemptive rights and other preferential rights, a sufficient number of authorized but unissued shares of Common Stock to satisfy the conversion rights of the holders of the Series J Preferred Stock. (iii) No options, warrants, subscriptions, convertible securities, phantom stock, stock appreciation rights or other rights (contingent or otherwise) of any nature to acquire from the Parent shares of capital stock or other securities are authorized, issued or outstanding, nor is the Parent obligated in any other manner to issue shares of its capital stock or other securities except as contemplated by this Agreement. There are no restrictions on the transfer of shares of capital stock of the Parent other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement, the Parent's Second Amended and Restated Stockholders Agreement (the "Existing Stockholders Agreement") and the Parent's Third Amended and Restated Registration Rights Agreement (the "Existing Registration Rights Agreement").

Parent Capitalization. As of the date hereof, the authorized capital stock of Parent consists of (i) Immediately prior to the Closing and without giving effect to the Merger the Parent will have a total authorized capitalization consisting of: (A) 395,000,000 45,020,000 shares of common preferred stock, par value $.001 (the "Common Stock") of which (a) 14,300,575 shares are issued and outstanding, (b) 1,490,000 shares remain reserved for issuance pursuant to stock purchase, stock grant or stock option arrangements for employees, directors or consultants of the Parent, (c) 1,791,051 shares remain reserved for issuance to holders of shares of the common stock of Allied Riser, (d) 155,809 shares remain reserved for issuance pursuant to warrants granted in connection with certain agreements between Allied Riser and certain landlords relating to building access rights, (e) 68,199,901 shares are reserved for issuance upon conversion of the Series F Participating Convertible .01 per share ( Parent Preferred Stock of Parent (the "Series F Preferred Stock"), (f) 254,947,501 shares are reserved for issuance upon conversion of the Series G Participating Convertible Preferred Stock of Parent (the "Series G Preferred Stock"), and (g) 41,539,253 shares are reserved for issuance upon conversion of the Series H Participating Convertible Preferred Stock of Parent (the "Series H Preferred Stock"). (B) 120,000 shares of the Parent's preferred stock, $.001 par value per share (the "Preferred Stock"), of which (aw) 13,999 10,000 shares are authorized but unissued have been designated Series A Preferred Stock, par value $.01 per share ( Parent Series A Preferred Stock ), (bx) 11,000 10,000 shares are have been designated as Series F B Preferred Stock, par value $.01 per share ( Parent Series B Preferred Stock ), (y) 25,000,000 shares have been designated Series C Preferred Stock, par value $.01 per share ( Parent Series C Preferred Stock ), and (z) 3,000,000 shares have been designated Series D Junior Participating Preferred Stock, par value $.01 per share ( Parent Series D Preferred Stock ) and (ii) (x) 250,000,000 shares of Class A Common Stock, par value $.01 per share ( Parent Class A Common Stock ), and (y) 65,000,000 shares of Class B Common Stock, par value $.01 per share ( Parent Class B Common Stock and together with Parent Class A Common Stock, Parent Common Stock ). It is understood and agreed by the Parties that on or prior to the Closing Date the certificate of incorporation of Parent may be amended to convert all outstanding shares of which are Parent Class B Common Stock into shares of Parent Class A Common Stock and to eliminate the Parent Class A Common Stock. As of the close of business on December 31, 1997, there were (i) no shares of Parent Series A Preferred Stock, no shares of Parent Series B Preferred Stock, 6,628,566 shares of Parent Series C Preferred Stock and no shares of Parent Series D Preferred Stock issued and outstanding, ; (cii) 41,030 95,587,010 shares are designated of Parent Class A Common Stock and 1,393,867 shares of Parent Class B Common Stock issued and outstanding; (iii) 6,800,000 shares of Class A Common Stock held in the treasury of Parent; (iv) 5,391,311 shares of Parent Class A Common Stock reserved for issuance upon exercise of stock options of Parent outstanding or which may be granted pursuant to employee stock option and similar plans; and (v) 10,435,231 shares of Parent Class A Common Stock reserved for issuance upon the conversion of Parent Class B Common Stock and Parent Series C Preferred Stock. Except as described in the immediately preceding sentence and except for the preferred share purchase rights relating to the Parent Series G D Preferred Stock, there are no securities of Parent or Holdco Sub (or their affiliates) currently outstanding that are convertible into or exercisable or exchangeable for shares of Parent Class A Common Stock. On the Closing Date, all of which are issued and outstanding, (d) 54,001 shares are designated as Series H Preferred Stock, of which 53,721 shares are issued and outstanding, (e) 3,000 shares are designated as Series I Participating Convertible Preferred Stock (the "Series I Preferred Stock"), of which 2,575 shares are issued and outstanding, and (f) 3,891 shares are designated as Series J Preferred Stock, of which 0 shares are issued and outstanding. (ii) All the outstanding shares of Parent's capital stock of the Parent have been will be duly authorized, and are validly issued, fully paid and non-assessable and were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The Series J Preferred Stock, when issued and delivered in accordance with the terms hereof, will be (i) duly authorized, validly issued, fully-paid and non-assessable, (ii) free from all taxes, liens and charges with respect to the issuance thereof and (iii) entitled to the rights and preferences set forth in the Certificate of Designation. Such shares of Common Stock issuable upon conversion of the Series J Preferred Stock, when issued and delivered upon conversion of any of the Series J Preferred Stock (the "Conversion Shares"), will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Immediately before the date that the Series J Preferred Stock become convertible, there shall have been reserved, free of preemptive rights and other preferential rights, a sufficient number of authorized but unissued shares of Common Stock to satisfy the conversion rights of the holders of the Series J Preferred Stock. (iii) No options, warrants, subscriptions, convertible securities, phantom stock, stock appreciation rights or other rights (contingent or otherwise) of any nature to acquire from the Parent shares of capital stock or other securities are authorized, issued or outstanding, nor is the Parent obligated in any other manner to issue shares of its capital stock or other securities except as contemplated by this Agreement. There are no restrictions on the transfer of shares of capital stock of the Parent other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement, the Parent's Second Amended and Restated Stockholders Agreement (the "Existing Stockholders Agreement") and the Parent's Third Amended and Restated Registration Rights Agreement (the "Existing Registration Rights Agreement").

Parent Capitalization. (ia) Immediately As of immediately prior to the Closing and without Effective Time, but prior to giving effect to the issuance of the Merger Consideration, the authorized capital stock of the Parent will have a total authorized capitalization consisting of: (A) 395,000,000 consists of 250,000,000 shares of common stock, $0.001 par value $.001 per share, of which 2,155,798 shares are issued and outstanding (the "such shares, collectively, “Parent Common Stock") ”), and 10,000,000 shares of preferred stock, $0.001 par value per share (such shares, collectively, “Parent Preferred Stock”), of which (ai) 14,300,575 2,000 shares are designated as Series A Convertible Preferred Stock, of which no shares are issued and outstanding, ; (bii) 1,490,000 shares remain reserved for issuance pursuant to stock purchase, stock grant or stock option arrangements for employees, directors or consultants of the Parent, (c) 1,791,051 shares remain reserved for issuance to holders of shares of the common stock of Allied Riser, (d) 155,809 shares remain reserved for issuance pursuant to warrants granted in connection with certain agreements between Allied Riser and certain landlords relating to building access rights, (e) 68,199,901 600,000 shares are reserved for issuance upon conversion designated as Series B Redeemable Convertible Preferred Stock, of the which no shares are issued and outstanding; (iii) 5,000 shares are designated as Series F Participating C Redeemable Convertible Preferred Stock of Parent which 2,305 are issued and outstanding; (the "iv) 50,000 are designated as Series F D Preferred Stock"), (f) 254,947,501 shares are reserved for issuance upon conversion of the Series G Participating Convertible Preferred Stock of Parent (the "Series G Preferred Stock"), and (g) 41,539,253 shares are reserved for issuance upon conversion of the Series H Participating Convertible Preferred Stock of Parent (the "Series H Preferred Stock"). (B) 120,000 shares of the Parent's preferred stock, $.001 par value per share (the "Preferred Stock"), of which (a) 13,999 no shares are authorized but unissued issued and outstanding; (v) 1,000,000 are designated as Series E Preferred Stock, of which no shares are issued and outstanding; and (bvi) 11,000 shares 16,750 are designated as Series F Preferred Stock, all of which are issued and outstanding, (c) 41,030 shares are designated as Series G Preferred Stock, all of which are issued and outstanding, (d) 54,001 shares are designated as Series H Preferred Stock, of which 53,721 no shares are issued and outstanding. As was ratified by the Board of Directors of Parent on July 2, (e) 3,000 2019, all of the shares are designated as Series I Participating Convertible of Parent Common Stock and Parent Preferred Stock (the "Series I Preferred Stock"), of which 2,575 shares are issued and outstanding, and (f) 3,891 shares are designated as Series J Preferred Stock, of which 0 shares are issued and outstanding. (ii) All the outstanding shares of capital stock of the Parent have been duly authorized, and are validly issued, fully paid and non-assessable and were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The Series J Preferred Stock, when issued and delivered in accordance with the terms hereof, will be (i) have been duly authorized, validly issued, fullyfully paid, nonassessable and free of all preemptive, anti-paid dilution and non-assessable, (ii) free from all taxes, liens and charges with respect to the issuance thereof and (iii) entitled to the similar rights and preferences have been issued in accordance with applicable laws, including, but not limited to, the Securities Act. (b) Except as set forth in the Certificate of Designation. Such shares of Common Stock issuable upon conversion of the Series J Preferred Stock, when issued and delivered upon conversion of any of the Series J Preferred Stock (the "Conversion Shares"), will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Immediately before the date that the Series J Preferred Stock become convertibleParent SEC Reports, there shall have been reservedare no outstanding subscriptions, free of preemptive rights and other preferential rights, a sufficient number of authorized but unissued shares of Common Stock to satisfy the conversion rights of the holders of the Series J Preferred Stock. (iii) No options, warrants, subscriptionscalls, convertible securities, phantom stock, stock appreciation rights securities or other rights (contingent similar rights, agreements or otherwise) commitments relating to the issuance of capital stock or other equity interests to which the Company or any nature to acquire from of its Subsidiaries is a party obligating the Parent or any of its Subsidiaries to (A) issue, transfer or sell any shares of capital stock or other securities are authorized, issued or outstanding, nor is equity interests of the Parent obligated in or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, (B) grant, extend or enter into any such subscription, option, warrant, call, convertible securities or other manner to issue similar right, agreement or arrangement, (C) redeem or otherwise acquire any such shares of its capital stock or other equity interests (including securities except as contemplated by this Agreementor obligations convertible into or exchangeable or exercisable for any shares of capital stock) or (D) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary. There are no restrictions on outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the transfer Parent. Neither the Parent nor any of shares its Subsidiaries has outstanding bonds, debentures, notes or other obligations, the holders of capital stock which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of the Parent other than those imposed by relevant federal and state securities laws and on any matter. Except as otherwise contemplated by this Agreementthe Transaction Documents, there are no shareholder agreements, voting trusts or other agreements or understandings to which the Parent or any of its Subsidiaries is a party or of which the Parent is otherwise aware with respect to the voting of the capital stock or other equity interest of the Parent or any of its Subsidiaries. No holder of securities in the Parent or any of its Subsidiaries has any right to have such securities registered under the Securities Act, or sold or transferred (including, without limitation, pre-emptive rights, rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Parent's Second Amended and Restated Stockholders Agreement (, except as set forth on Section 5.2 of the "Existing Stockholders Agreement") and the Parent's Third Amended and Restated Registration Rights Agreement (the "Existing Registration Rights Agreement")Parent Disclosure Schedule.

Parent Capitalization. (i) Immediately prior to the Closing and without giving effect to the Merger the Parent will have a total authorized capitalization consisting of: (A) 395,000,000 shares of common stock, par value $.001 (the "“Common Stock"”) of which (a) 14,300,575 14,228,077 shares are issued and outstanding, (b) 1,490,000 shares remain reserved for issuance pursuant to stock purchase, stock grant or stock option arrangements for employees, directors or consultants of the Parent, (c) 1,791,051 shares remain reserved for issuance to holders of shares of the common stock of Allied Riser, (d) 155,809 shares remain reserved for issuance pursuant to warrants granted in connection with certain agreements between Allied Riser and certain landlords relating to building access rights, (e) 68,199,901 shares are reserved for issuance upon conversion of the Series F Participating Convertible Preferred Stock of Parent (the "Series F Preferred Stock")Parent, (f) 254,947,501 shares are reserved for issuance upon conversion of the Series G Participating Convertible Preferred Stock of Parent (the "Series G Preferred Stock")Parent, and (g) 41,539,253 shares are reserved for issuance upon conversion of the Series H Participating Convertible Preferred Stock of Parent (the "Series H Preferred Stock")Parent. (B) 120,000 shares of the Parent's ’s preferred stock, $.001 par value per share (the "“Preferred Stock"”), of which (a) 13,999 shares are authorized but unissued Preferred Stock, (b) 11,000 shares are designated as Series F Participating Convertible Preferred Stock, all of which are issued and outstanding, (c) 41,030 shares are designated as Series G Participating Convertible Preferred Stock, all of which are issued and outstanding, and (d) 54,001 shares are designated as Series H Participating Convertible Preferred Stock, of which 53,721 shares are issued and outstanding, (e) 3,000 shares are designated as Series I Participating Convertible Preferred Stock (the "Series I Preferred Stock"), of which 2,575 shares are issued and outstanding, and (f) 3,891 shares are designated as Series J Preferred Stock, of which 0 53,529 shares are issued and outstanding. (ii) All the outstanding shares of capital stock of the Parent have been duly authorized, and are validly issued, fully paid and non-assessable and were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The Series J Parent Preferred StockShares, when issued and delivered in accordance with the terms hereof, will be (i) duly authorized, validly issued, fully-paid and non-assessable, (ii) free from all taxes, liens and charges with respect to the issuance thereof and (iii) entitled to the rights and preferences set forth in the Certificate of Designation. Such shares of Common Stock issuable upon conversion of the Series J Parent Preferred StockShares, when issued and delivered upon conversion of any of the Series J Parent Preferred Stock Shares (the "“Conversion Shares"”), will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Immediately before the date that the Series J Parent Preferred Stock Shares become convertible, there shall have been reserved, free of preemptive rights and other preferential rights, a sufficient number of authorized but unissued shares of Common Stock to satisfy the conversion rights of the holders of the Series J Parent Preferred StockShares. (iii) No options, warrants, subscriptions, convertible securities, phantom stock, stock appreciation rights or other rights (contingent or otherwise) of any nature to acquire from the Parent shares of capital stock or other securities are authorized, issued or outstanding, nor is the Parent obligated in any other manner to issue shares of its capital stock or other securities except as contemplated by this Agreement. There are no restrictions on the transfer of shares of capital stock of the Parent other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement, the Parent's ’s Second Amended and Restated Stockholders Agreement (the "Existing Stockholders Agreement") and the Parent's ’s Third Amended and Restated Registration Rights Agreement (the "Existing Registration Rights Agreement").

Parent Capitalization. (i) Immediately prior to the Closing and without giving effect to the Merger the Parent will have a total authorized capitalization consisting of: (A) 395,000,000 600,000,000 shares of common stock, par value $.001 (the "“Common Stock"”) of which (a) 14,300,575 16,045,111 shares are issued and outstanding, (b) 1,490,000 1,432,872 shares remain reserved for issuance pursuant to stock purchase, stock grant or stock option arrangements for employees, directors or consultants of the Parent, (c) 1,791,051 155,809 shares remain reserved for issuance to holders of shares of the common stock of Allied Riser, (d) 155,809 21,329 remain reserved for issuance upon the conversion of Allied Riser convertible notes, (e) 103,777 shares remain reserved for issuance pursuant to warrants granted in connection with certain agreements between Allied Riser and certain landlords relating to building access rights, (ef) 68,199,901 shares are reserved for issuance upon conversion of the Series F Participating Convertible Preferred Stock of Parent (the "“Series F Preferred Stock"”), (fg) 254,947,501 shares are reserved for issuance upon conversion of the Series G Participating Convertible Preferred Stock of Parent (the "“Series G Preferred Stock"”), and (gh) 41,539,253 61,664,672 shares are reserved for issuance upon conversion of the Series H Participating Convertible Preferred Stock of Parent (the "“Series H Preferred Stock"”), (i) 15,962,585 shares are reserved for issuance upon conversion of the Series I Participating Convertible Preferred Stock of Parent (the “Series I Preferred Stock”), (j) 120,605,177 shares are reserved for issuance upon conversion of the Series J Participating Convertible Preferred Stock of Parent (the “Series J Preferred Stock”), and (k) 16,119,033 shares are reserved for issuance upon conversion of the Series K Participating Convertible Preferred Stock of Parent (the “Series K Preferred Stock”). (B) 120,000 170,000 shares of the Parent's ’s preferred stock, $.001 par value per share (the "“Preferred Stock"”), of which (a) 13,999 24,478 shares are authorized but unissued Preferred Stock, (b) 11,000 shares are designated as Series F Preferred Stock, all of which are issued and outstanding, (c) 41,030 shares are designated as Series G Preferred Stock, all of which are issued and outstanding, (d) 54,001 84,001 shares are designated as Series H Preferred Stock, of which 53,721 47,308 shares are issued and outstandingoutstanding and, (e) 3,000 shares are designated as Series I Participating Convertible Preferred Stock (the "Series I Preferred Stock"), of which 2,575 shares are issued and outstanding, and (f) 3,891 shares are designated as Series J Preferred Stock, of which 3,891 shares are issued and outstanding and (g) 2,600 shares are designated Series K Preferred Stock, of which 0 shares are issued and outstanding. (ii) All the outstanding shares of capital stock of the Parent have been duly authorized, and are validly issued, fully paid and non-assessable and were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The Series J K Preferred Stock, when issued and delivered in accordance with the terms hereof, will be (i) duly authorized, validly issued, fully-paid and non-assessable, (ii) free from all taxes, liens and charges with respect to the issuance thereof and (iii) entitled to the rights and preferences set forth in the Certificate of Designation. Such shares of Common Stock issuable upon conversion of the Series J K Preferred Stock, when issued and delivered upon conversion of any of the Series J K Preferred Stock (the "“Conversion Shares"”), will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Immediately before the date that the Series J K Preferred Stock become convertible, there shall have been reserved, free of preemptive rights and other preferential rights, a sufficient number of authorized but unissued shares of Common Stock to satisfy the conversion rights of the holders of the Series J K Preferred Stock. (iii) No Except pursuant to the Parent’s 2004 Incentive Award Plan, no options, warrants, subscriptions, convertible securities, phantom stock, stock appreciation rights or other rights (contingent or otherwise) of any nature to acquire from the Parent shares of capital stock or other securities are authorized, issued or outstanding, nor is the Parent obligated in any other manner to issue shares of its capital stock or other securities except as contemplated by this Agreement. There are no restrictions on the transfer of shares of capital stock of the Parent other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement, the Parent's Second ’s Third Amended and Restated Stockholders Agreement (the "“Existing Stockholders Agreement"”) and the Parent's Third ’s Fourth Amended and Restated Registration Rights Agreement (the "“Existing Registration Rights Agreement"”). To Parent’s knowledge, the Existing Stockholders Agreement sets forth the only agreements among stockholders regarding voting rights and obligations applicable to Parent’s securities. The Existing Registration Rights Agreement sets forth the only registration rights and obligations applicable to the Parent’s securities.