Common use of Capital Structure Clause in Contracts

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 shares of Preferred Stock, par value $.01 per share, of which, as of the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇").

Capital Structure. (ia) The As of the date of this Agreement, the authorized capital stock of the Company consists of 10,000,000,000 (i) 8,000,000 shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 (ii) 75,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.001 per shareshare (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Capital Stock”). At the close of whichbusiness on November 6, as 2020 (the “Measurement Date”): (A) 4,305,119 shares of Company Common Stock were issued and outstanding, and (B) no shares of Company Preferred Stock were issued and outstanding; (b) As of the date of this Agreement, 207,537 there are 58,775 shares of Series C Preferred Company Common Stock subject to outstanding Company Stock Awards and 25,428 12,182 shares of Series E Preferred Company Common Stock are outstanding. subject to outstanding Company RSU Awards. (c) All outstanding shares of the outstanding Shares Company Common Stock have been duly authorized and are validly issued, fully paid and nonassessablenon-assessable and are not subject to preemptive rights. The All outstanding shares of Company has no Shares reserved for issuanceCommon Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable Contracts. As of the close of business on the Measurement Date, except that, as of January 31, 2004set forth in this Section 4.2 and in the Transaction Support Agreement, there were 230,079,174 shares issuable pursuant are no outstanding options, warrants or other rights to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and subscribe for, purchase or acquire from the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares or any of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) its Subsidiaries any capital stock of the Company Disclosure Letter contains a true or securities convertible into or exchangeable or exercisable for capital stock of the Company (and complete list as of January 31the exercise, 2004 of (I) the number of conversion, purchase, exchange or other similar price thereof). All outstanding options to purchase shares of Common Stock capital stock or other equity interests of the Subsidiaries of the Company are owned by the Company, or a direct or indirect wholly owned Subsidiary of the Company, are free and clear of all Encumbrances, other than Permitted Encumbrances, and have been duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 4.2, and except for changes since the Measurement Date resulting from the exercise of stock options outstanding at such date, or stock grants or other awards granted in accordance with Section 6.1(b)(ii), there are outstanding: (1) no shares of Company Capital Stock, Voting Debt or other voting securities of the Company; (2) no securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for shares of Company Capital Stock, Voting Debt or other voting securities of the Company; and (3) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which the Company or any Subsidiary of the Company is obligated a party or by which it is bound in any case obligating the Company or any Subsidiary of the Company to honorissue, whether through the issuance of deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of Company Capital Stock or any Voting Debt or other voting securities of the Company, or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. Other than the Transaction Support Agreement, there are not any stockholder agreements, voting trusts or other agreements to which the Company or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of capital stock or other equity interest of the Company or any of its Subsidiaries. No Subsidiary of the Company owns any shares of Company Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of any other shares of Common Stock issuable at such exercise price and Company Capital Stock. (IId) the number As of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted has any (i) interests in a material joint venture or, directly or issued indirectly, equity securities or other similar equity interests in any Company Options Person or Common Stock Units. All grants of Common Stock Units (ii) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person other than its Subsidiaries and restricted shares were made under the Stock Plans. Each its joint ventures listed on Schedule 4.2 of the Company Disclosure Letter. (e) Except as set forth in Schedule 4.2 of the Company Disclosure Letter, all of the issued and outstanding shares of capital stock or other securities equity ownership interests of each Subsidiary of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and Company are owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31directly or indirectly, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and all such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as shares or equity ownership interests are set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) Schedule 4.2 of the Company Disclosure Letter) to acquire any , and all of such capital stock) or other security shares or equity interest ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇")preemptive rights.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 shares of (A) 240,000,000 Class A Shares, (B) 60,000,000 Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Voting Shares and 1,000,000,000 shares of Preferred Stock(C) 25,000,000 preferred shares, par value $.01 0.01 per share, of which, as share (the “Preferred Shares”). As of the date close of this Agreementbusiness on July 27, 207,537 shares of Series C 2017, 95,956,398 Class A Shares and 33,850,481 Common Voting Shares were issued and outstanding and no Preferred Stock Shares were issued and 25,428 shares of Series E Preferred Stock are outstandingoutstanding on such date. All of the outstanding Shares have been duly authorized and validly issued and are validly issued, fully paid and nonassessable, and have been issued in compliance with all applicable securities Laws. Section 5.1(b)(i)(A) of the Company Disclosure Letter identifies each Company Plan pursuant to which Shares may be issued (the “Company Stock Plans”), which, for avoidance of doubt, are the only Company Plans pursuant to which Shares may be issued, together with the aggregate number of Class A Shares reserved for issuance under each such Company Stock Plan and the aggregate number of such Class A Shares that are subject to outstanding awards granted under each such Company Stock Plan. Except as provided in the preceding sentence and except for Shares that after the date hereof become reserved for issuance or subject to issuance as permitted under this Agreement, the Company has no Shares reserved for, or subject to, issuance. The Company has no Preferred Shares or other shares of capital stock reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant or subject to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan issuance (the "Stock Plans"), 41,748,273 it being understood that “other shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"capital stock” shall not include Shares). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b5.1(b)(i)(B) of the Company Disclosure Letter contains a true correct and complete list as of January 31July 27, 2004 2017 of (Ix) the aggregate number and kind of Shares reserved for issuance pursuant to outstanding unexercised Company Options under the Company Stock Plans, including the applicable grant dates, exercise prices and expiration dates for such Company Stock Options, the number of Shares subject to outstanding options to purchase shares of Common Company Restricted Stock which Units under the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwisePlans, including those issued the applicable grant and vesting schedule for such Company Restricted Stock Units, and the aggregate number and kind of Shares subject to issuance pursuant to outstanding Company Performance Stock Units (assuming the achievement of performance criteria at both target and maximum levels) under the Company Stock Plans (eachPlans, a "including the applicable grant dates and performance criteria for such Company Option"), the exercise price Performance Stock Units. The Company has delivered or made available to Parent or Parent’s Representatives copies of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receivethe forms of all stock option agreements evidencing Company Options, or right the value forms of which is determined by reference toall agreements evidencing the Company Restricted Stock Units, Company Performance Stock Units and Phantom Units. No Subsidiary of the Company holds shares of Common Stockcapital stock of the Company. The Class A Shares constitute the only outstanding class of securities of the Company or its Subsidiaries registered under the Securities Act. (ii) From the close of business on July 27, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 2017 to the date hereof execution of this Agreement, the Company has not issued any shares of Common Stock Shares except pursuant to the exercise of Company Options and or the settlement of Common Company Restricted Stock Units or Company Performance Stock Units outstanding on January 31as of July 27, 2004 2017, in accordance with their terms. From January 31terms and, 2004 through since the close of business on July 27, 2017, except as expressly permitted by this Agreement for the period following the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or has not issued any Company Options Options, Phantom Units, Company Restricted Stock Units or Common Company Performance Stock Units. All grants Upon any issuance of Common Stock Units and restricted shares were made under any Shares in accordance with the terms of the Company Stock Plans, such Shares will be duly authorized, validly issued and fully paid and nonassessable and free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Each of the outstanding shares of capital stock or other securities of each of the Company's ’s Subsidiaries has been duly authorized and validly issued and is duly authorized, validly issued, fully paid and nonassessable nonassessable, and has been issued in compliance with all applicable securities Laws, and owned by the Company or by a direct or indirect wholly-wholly owned Subsidiary of the Company, free and clear of any Lien. As of December 31Lien (other than any Liens, 2003except for Permitted Liens, for Taxes not yet due and payable or that are being contested in good faith by appropriate proceedings and as to which appropriate reserves have been recorded in the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this AgreementCompany’s financial statements). Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreementin Section 5.1(b)(i), dated as of December 20, 2000, and amended as the date of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity or voting securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquireacquire from the Company or any of its Subsidiaries any equity or voting securities of the Company or any of its Subsidiaries, or giving any securities Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of capital stock of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true does not, and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest indo not, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders shareholders of the Company or its Subsidiaries on any matter. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of the Subsidiaries of the Company. There are no proxies, voting trusts or other agreements or understandings to which the Company or any of the Subsidiaries of the Company is a party or is bound with respect to the voting or registration of the capital stock of, or other equity interests in, the Company or any of its Subsidiaries. (iii) Section 5.1(b5.1(b)(iii) of the Company Disclosure Letter contains a true and complete list sets forth, as of the date of this Agreement, (A) each Person (other than Subsidiaries of the Company’s Subsidiaries, its jurisdiction of incorporation or organization and the ownership interest of the Company in each such Subsidiary and (B) any other Person in which the Company owns, directly or indirectly, any voting of its Subsidiaries may hold capital stock or other equity interest that may require has a book value in excess of $10,000,000 (other than securities held by any employee benefit plan of the filing of a report or notification form by Cingular Company or any Affiliate of Cingular its Subsidiaries or any trustee, agent or other fiduciary in such capacity under any such employee benefit plan). No Subsidiary of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇")Company owns any Shares.

Capital Structure. (i) The authorized capital stock of the Company consists solely of 10,000,000,000 30,000,000 shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 10,000,000 shares of Preferred Stockpreferred stock, par value $.01 per share, of which, as of the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan share (the "Stock PlansPREFERRED STOCK"). As of June 9, 41,748,273 1998, 14,766,575 shares of Company Common Stock were issued and outstanding, no shares of Preferred Stock were issued and outstanding, no shares of capital stock were held in the treasury of the Company and 2,510,021 shares of Company Common Stock were reserved for issuance pursuant to the DoCoMo Warrant Agreement Company Benefit Plans and 50,000,000 Warrants of the Company. Since such date, there have been no issuances of shares of Series A Preferred Stock the capital stock of the Company or any other securities of the Company other than issuances of shares pursuant to options or rights outstanding as of such date under the Company Benefit Plans. All issued and outstanding shares of the capital stock of the Company are and all shares reserved for issuance pursuant to the Amended and Restated Rights Agreementwill be, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those when issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31the terms specified in the commitments or agreements pursuant to which they are issuable, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable nonassessable, and owned by the Company or by a direct or indirect wholly-owned Subsidiary no class of the Company, free and clear of any Liencapital stock is entitled to preemptive rights. As of December 31June 9, 2003, 1998 except for (i) options representing in the aggregate Liquidation Preference for the Series C Preferred right to purchase 1,375,414 shares of Company Common Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of under the Company Benefit Plans and (ii) 809,014 Warrants validly issued and currently exercisable for 809,014 shares of Company Common Stock in effect on the date of aggregate, there were no, and at the Effective Time (except pursuant to this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement) there will not be any, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rightssecurities, options, subscriptions, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments rights (including "phantom" stock rights), preemptive rights or rights other contracts, commitments, understandings or arrangements, including any right of conversion or exchange under any kind that obligate outstanding security, instrument or agreement (together, "OPTIONS") obligating the Company or any of its Subsidiaries to issue issue, deliver or sell or cause to be issued, delivered or sold any shares of capital stock or other securities of the Company or to issue, grant, extend or enter into any of its Subsidiaries Option with respect thereto or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any share of capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇").. The

Capital Structure. (ia) The As of the Capitalization Date, the authorized capital stock of the Company consists of 10,000,000,000 200,000,000 Shares and 10,000,000 shares of Common Company Preferred Stock. As of the Capitalization Date (i) 116,619,149 Shares were issued and outstanding (including 30,590 Company Restricted Shares), (ii) 41,587,480 Shares were issued and held by the Company in its treasury, (iii) no shares of which, as of January 31, 2004, 2,719,301,543 shares are Company Preferred Stock were issued and outstanding, and 1,000,000,000 (iv) 32,971,625 Shares were reserved for issuance, (v) no shares of Company Preferred StockStock were reserved for issuance, par value $.01 per share(vi) 1,634,533 Shares were subject to outstanding Company RSUs and (vii) 739,564 Shares were subject to outstanding Company PSUs (assuming the achievement of the applicable performance goals at the target level). (b) Since the Capitalization Date and through the date of this Agreement, (i) no Shares or shares of whichCompany Preferred Stock have been repurchased or redeemed or issued (other than with respect to the vesting or settlement of Company Equity Awards outstanding prior to the date of this Agreement and pursuant to the terms of the applicable Company Benefit Plan in effect on or prior to the date of this Agreement), and (ii) no Shares have been reserved for issuance and no Company Equity Awards have been granted, except pursuant to the terms of the applicable Company Benefit Plan in effect on the date of this Agreement or as otherwise expressly permitted by this Agreement. (c) Section 3.2(c) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, 207,537 shares an accurate and complete list of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All each Subsidiary of the outstanding Shares have been duly authorized Company together with (i) the jurisdiction of incorporation or organization of such Subsidiary, (ii) the type and are validly issuedpercentage of ownership interest held by the Company, fully paid or one of its Subsidiaries, in such Subsidiary, and nonassessable(iii) to the extent applicable, the type of and percentage of interest held by any Person (and the name of such other Person) other than the Company or any of its Subsidiaries, in such Subsidiary. The Company has no Shares reserved for issuanceand its Subsidiaries, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under together with the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described Persons set forth in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b3.2(c) of the Company Disclosure Letter contains a true Schedule pursuant to clause (iii) of the preceding sentence, beneficially own all of the issued and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receivecapital stock of, or right the value of which is determined by reference toother equity interests in, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each Subsidiary of the Company, and all such outstanding shares of capital stock or other equity securities of each of the Company's Subsidiaries is are duly authorized, validly issued, fully paid and nonassessable and owned by non-assessable (to the Company or by a direct or indirect wholly-owned Subsidiary of the Company, extent such concepts are applicable) free and clear of any LienEncumbrance other than Encumbrances of the type described in clauses (m), (o)(ii) or (p) of the definition of Permitted Encumbrances. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Agreement neither the Company nor any of its Subsidiaries beneficially own any equity securities in any Person that is not a Subsidiary of the Company. (d) Neither the Company nor any of its Subsidiaries have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the equityholders of the Company or any of its Subsidiaries on any matter, other than the Company Exchangeable Notes to the extent they convert into Company Common Stock. (e) Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as terms of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company Exchangeable Notes or the rights under the ESPP (a true, correct and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreementcomplete copy of which has been made available to Parent), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreementsContracts, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or to sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Neither the Company has made available nor any of its Subsidiaries is a party to Cingular prior any voting agreement with respect to the date voting of this Agreement true and complete copies any of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendedforegoing securities. (iif) Section 5.1(b3.2(f) of the Company Disclosure Letter Schedule sets forth an accurate and complete listing of all outstanding Company Equity Awards as of June 26, 2024, setting forth the name number of Shares subject to each Person Company Equity Award, the holder identification number, grant date and vesting schedule (other than direct including any acceleration terms) and indirect wholly-owned Subsidiaries) in which whether the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business Equity Award is a Specified Award as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30June 26, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned2024. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇").

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 50,000,000 shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 10,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.01 per share. At the close of business on January 31, 1998, (i) 11,293,394 shares of which, as Common Stock and no shares of preferred stock of the date of this AgreementCompany were issued and outstanding, 207,537 (ii) no shares of Series C Common Stock were held by the Company in its treasury, (iii) 1,072,012 shares of Common Stock were reserved for issuance pursuant to outstanding stock options granted under the 1995 Stock Option Plan to purchase shares of Common Stock ("Employee Stock Options") and an additional 96,158 shares of Common Stock were available for the grant of Employee Stock Options pursuant to such plan (and upon approval by the Company's stockholders of a pending proposal there will be 600,000 additional shares of Common Stock as to which options can be granted under the 1995 Stock Option Plan), (iv) no shares of Common Stock were reserved for issuance pursuant to outstanding stock options granted under the Directors Stock Option Plan to purchase shares of Common Stock ("Director Stock Options") and an additional 62,500 shares of Common Stock were available for the grant of Director Stock Options pursuant to such plan, (v) 391,500 shares of Common Stock were reserved for issuance pursuant to the Company's convertible note with UUNET Technologies, Inc., and (vi) 887,647 shares of Common Stock were reserved for issuance upon the exercise of outstanding warrants. Except as set forth above or as otherwise expressly provided herein, at the close of business on January 31, 1998, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding and except as set forth on Schedule 3.01(c), there are not any phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any capital stock of the Company ("Stock Equivalents"). There are no outstanding stock appreciation rights ("SARs") with respect to Common Stock that were not granted in tandem with a related Employee Stock Option. When issued and sold to Sprint, the Convertible Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been Convertible Notes will be duly authorized and are authorized, validly issued, fully paid and nonassessablenon-assessable and free and clear of all Liens. The Company has no Shares reserved for issuance, except that, as Newco Common Stock issued upon conversion of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan Convertible Preferred Stock and the Company Adjustment Plan (the "Stock Plans")Convertible Notes, 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is will be duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lienall Liens. As of December 31, 2003Other than this Agreement and the Ancillary Agreements, the aggregate Liquidation Preference for the Series C Convertible Preferred Stock and Series E the Convertible Notes are not, and the Newco Common Stock issuable upon conversion of the Convertible Preferred Stock is $291 million and the Convertible Notes will not be, subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding, including any such Liquidation Preference may vary from time agreement, arrangement, commitment or understanding restricting or otherwise relating to time only in accordance with the certificate voting or disposition of incorporation the Convertible Preferred Stock or the Convertible Notes. All outstanding shares of capital stock of the Company in effect on are, and all shares that may be issued pursuant to any stock plans and the date of this Agreementother agreements and instruments listed above will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as set forth above and pursuant to in Schedule 3.01(c), and as otherwise expressly set forth in this Agreement, and except for changes since January 31, 1998 resulting from the Rights Agreement grant or exercise of Employee Stock Options, Director Stock Options, or warrants and the Amended conversion of notes described in clauses (v) and Restated Investor Agreement(vi) above, dated as of December 20, 2000, and amended as the date of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant this Agreement, there are no preemptive or other outstanding rightsnot any securities, options, warrants, conversion rightscalls, stock appreciation rightsrights to purchase, redemption rightsrights of first refusal, repurchase rightssecurities convertible into or exchangeable for voting securities, commitments, agreements, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns is a party or by which any equity of them is bound obligating the Company to issue, deliver or similar interest in sell or any interest convertible into create, or exchangeable cause to be issued, delivered or exercisable for any equity sold or similar interest increated, any corporation, partnership, joint venture additional shares of capital stock or other business voting securities or Stock Equivalents of the Company or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking (collectively referred to as "Dilutable Securities"). As of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no not any outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇")except pursuant to existing employee arrangements.

Capital Structure. (ia) The authorized capital stock of the Company consists of 10,000,000,000 Eighty Million (80,000,000) shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 Ten Million (10,000,000) shares of Preferred Stockpreferred stock, par value $.01 0.001 per share. At the close of business on January 16, of which2006, as of the date of this Agreement, 207,537 (i) 50,237,094 shares of Series C Preferred Company Common Stock were issued and 25,428 outstanding, (ii) no shares of Series E Preferred Company Common Stock are outstanding. All were held by the Company in its treasury and (iii) 808,000 shares of the Company Common Stock were subject to outstanding Shares have been duly authorized Company Stock Options and are validly issued, fully paid and nonassessable3,053,668 shares of Company Common Stock were subject to outstanding Holding Stock Options. The Company has no Shares reserved (A) 1,617,856 additional shares of Company Common Stock for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards issuance under the Company's Amended Company Option Plan, (B) no additional shares of Company Common Stock for issuance in connection with the Holding Option Plan, and Restated Long Term Incentive Plan and (C) 727,984 additional shares of Company Common Stock for issuance to the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance RSP pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) terms of the Company Disclosure Letter contains a true RSP, and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of contribute 723,109 additional shares of Company Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except RSP pursuant to the exercise terms of the Company Options and RSP. As of the settlement date hereof, except as set forth above, at the close of Common Stock Units outstanding business on January 3116, 2004 in accordance with their terms. From January 312006, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding no shares of capital stock or other voting securities of each the Company were issued, reserved for issuance or outstanding, and since July 8, 2005, no shares of capital stock or other voting securities of the Company have been issued by the Company's Subsidiaries is . All outstanding shares of Company Common Stock are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and owned by not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003Charter, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time Company Bylaws or any Contract to time only in accordance with the certificate of incorporation of which the Company in effect on is a party or otherwise bound. There is not any Voting Company Debt. Except as set forth above, as of the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, not any options, warrants, conversion rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, redemption rightsstock-based performance units, repurchase rightscommitments, agreementsContracts, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate to which the Company or any Company Subsidiary is a party or by which any of its Subsidiaries them is bound (x) obligating the Company or any Company Subsidiary to issue issue, deliver or sell any sell, or cause to be issued, delivered or sold, additional shares of capital stock or other securities equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (y) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (z) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Company Common Stock. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities capital stock of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendedSubsidiary. (iib) Section 5.1(b3.03(b) of the Company Disclosure Letter sets forth a true, complete and correct list of all outstanding Company Stock Options and Holding Stock Options, the name number of shares of Company Common Stock subject to each such Company Stock Option and each such Holding Stock Option, the grant dates, the exercise prices, expiration dates and vesting schedules of such Company Stock Options and such Holding Stock Options and the names of the holders of each Person (other than direct Company Stock Option and indirect wholly-owned Subsidiaries) each Holding Stock Option. All outstanding Company Stock Options and Holding Stock Options are evidenced by the option agreements in which the Company or any of its Subsidiaries owns any equity or similar interest forms set forth in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i3.03(b) of the Company Disclosure Letter) . Each Company Stock Option intended to acquire any such capital stock) or other security or equity interest qualify as an “incentive stock option” under Section 422 of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations Code so qualifies and the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list exercise price of each Person (other Company Stock Option is not less than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing fair market value of a report or notification form by Cingular or any Affiliate share of Cingular under Company Common Stock as determined on the Hart-Scott-Rodino Antitrust Improvements Act date of 1976, as amended (the "▇▇▇ ▇▇▇")grant of such Company Stock Option.

Capital Structure. (i) The As of March 22, 2018 (the “Measurement Date”), the authorized capital stock of the Company consists consisted of 10,000,000,000 105,000,000 Shares, of which 63,221,610 Shares (including 663,156 shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstandingrestricted stock), and 1,000,000,000 1,000,000 shares of Preferred Stock, having a par value of $.01 0.01 per shareshare (the “Preferred Shares”), of which, which no shares were outstanding as of the Measurement Date. From the Measurement Date through the date of this Agreement, 207,537 shares of Series C no additional Shares or Preferred Stock and 25,428 shares of Series E Preferred Stock are outstandingShares have been authorized or issued. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. As of the Measurement Date, the Company held 2,443,666 Shares in its treasury, and none of the Subsidiaries of the Company hold or have held any Shares. From the Measurement Date through the date of this Agreement, no additional Shares have been acquired in the Company’s treasury. The Company has no Shares or Preferred Shares reserved for issuance, except that, as of January 31, 2004the Measurement Date, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock 5,096,956 Shares reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares Company Stock Plans. From the Measurement Date until the date of Series A Preferred Stock this Agreement, no additional Shares have been reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as Company Stock Plans. (ii) Section 6.1(b)(ii) of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true Disclosure Schedule sets forth a correct and complete copy list of the Rights Agreement as Company Awards in effect as of the date hereof, including the (A) total number of this Agreement has been made available to Cingular. Section 5.1(bCompany Awards, with subtotals for each type of award, (B) name of each Company Award recipient, (C) name of the Company Disclosure Letter contains a true Stock Plan pursuant to which such Company Award was issued and complete list award type, (D) date of grant, (E) exercise price (as of January 31, 2004 of applicable) and (IF) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans Shares subject thereto. (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (IIiii) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's ’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. . (iv) Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as on Section 6.1(b)(iv) of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant AgreementDisclosure Schedule, there are no preemptive rights, participation rights, maintenance rights or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries the Acquired Companies to issue issue, transfer or sell any outstanding shares of capital stock (including Shares) or other securities of the any Acquired Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its SubsidiariesAcquired Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The No outstanding shares of capital stock (including Shares) or other securities of any Acquired Company has made available is subject to Cingular prior to the date any right of this Agreement true and complete copies first refusal or offer in favor of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) . Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor AgreementSupport Agreements, and the rights of DoCoMo pursuant there is no Company Contract relating to the DoCoMo Warrant Agreementvoting or registration of, there are no outstanding contractual obligations of the Company or restricting any of its Subsidiaries to repurchasePerson from purchasing, redeem selling, pledging or otherwise acquire disposing of (or from granting any option or similar right with respect to), any shares of capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stockincluding Shares) or other security or equity interest securities of the Company or its Subsidiariesany Acquired Company. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. matter (“Voting Debt”). (v) Except as set forth on Section 5.1(b6.1(b)(v) of the Company Disclosure Letter contains a true and complete list of each Person Schedule, there is no: (other than Subsidiaries A) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the Companycapital stock (including Shares) in or other securities of any of the Acquired Companies; (B) shareholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Company ownsAcquired Companies is or may become obligated to sell or otherwise issue any shares of its capital stock (including Shares) or any other securities; or (C) condition or circumstance that has given or may give rise to, directly or indirectlyhas provided or may provide a basis for, any voting interest that may require the filing assertion of a report claim by any Person to the effect that such Person is entitled to acquire or notification form by Cingular receive any shares of capital stock (including Shares) or other securities of any Affiliate of Cingular under the HartAcquired Companies. (vi) All outstanding Shares, warrants, equity-Scott-Rodino Antitrust Improvements Act based compensation awards (whether payable in equity, cash or otherwise) and other securities of 1976the Acquired Companies have been issued and granted in compliance with: (A) all applicable securities Laws, as amended the Code and all other applicable Laws; and (the "▇▇▇ ▇▇▇")B) all requirements set forth in applicable Contracts and any applicable Company Stock Plan.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 shares of 80,000,000 Company Common StockShares, of whichwhich 33,465,711 shares were outstanding on May 2, as of January 31, 2004, 2,719,301,543 shares are outstanding2001, and 1,000,000,000 shares of Preferred Stock, par value $.01 per share13,056,800 Company Class B Common Shares, of whichwhich 12,224,835 shares were outstanding on May 2, as of the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding2001. All of the outstanding Company Shares have been duly authorized and are validly issued, fully paid and nonassessable. The As of May 2, 2001, 4,095,017 options and 817,959 deferred stock awards were outstanding, all of which were granted pursuant to the Stock Plans (as defined below). Since May 2, 2001 and prior to the date hereof, the Company has not issued (i) any Company Shares other than pursuant to the exercise of any Company Options and Stock Awards or (ii) any Company Options or Stock Awards. As of the date of this Agreement, the Company has no Company Shares reserved for issuance or subject to issuance, except that, as of January 31May 2, 20042001, there were 230,079,174 shares issuable 12,224,835 Company Common Shares reserved for issuance upon conversion of the Company Class B Common Shares, and as of May 2, 2001, 2,126,904 Company Common Shares reserved for issuance pursuant to outstanding awards under the Company's Amended 1977 Restricted Stock Award Plan, as amended (the "1977 Restricted Stock Plan") and Restated Long 3,172,663 Company Common Shares reserved for issuance pursuant to the Company's 1996 Long-Term Incentive Plan and (the Company Adjustment Plan ("1996 LTIP" and, together with the 1977 Restricted Stock Plan, the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities equity interests of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, except for directors' qualifying and nominee shares, owned by the Company or by a direct or indirect wholly-wholly owned Subsidiary subsidiary of the Company, free and clear of any Lien. As lien, pledge, security interest, claim or similar encumbrance and free of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect any other restriction (including any restriction on the date right to vote, sell or otherwise dispose of this Agreementsuch capital stock or other ownership interests), except for restrictions imposed by applicable securities laws. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreementthere are no authorized, dated as issued or outstanding Company Shares or other shares of December 20, 2000, and amended as capital stock or other securities of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, arrangements or commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the matter ("Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇Voting Debt").

Capital Structure. (ia) The authorized capital stock of the Company consists of 10,000,000,000 shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 shares of Preferred Stock, par value $.01 per share, of which, as of the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) consists of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase 30,000,000 shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of 1,000,000 shares of preferred stock of the Company, par value $0.01 per share (“Company Preferred Stock”) . (b) As of the close of business on November 12, 2007: (i) 19,201,939 shares of Company Common Stock subject thereto were issued and outstanding; (including without limitation restricted stock unitsii) (each a "no shares of Company Common Stock Unit"). From January 31, 2004 were held in the treasury of the Company; (iii) no shares of Company Preferred Stock were outstanding (iv) 2,007,700 shares of Company Common Stock were duly reserved for future issuance pursuant to outstanding Company Stock Options pursuant to the date hereof Company’s 1996 Stock Option Plan, as amended to date, and 2006 Incentive and Non-Statutory Stock Option Plans (collectively, the “Company has not issued any Stock Plans”); and (v) 175,000 shares of Company Common Stock except were duly reserved for future issuance pursuant to the exercise of a warrant to purchase shares of Company Options and the settlement of Common Stock Units outstanding (the “Company Warrant”). Except as described above, as of the close of business on January 31, 2004 in accordance with their terms. From January 31, 2004 through the day prior to the date of this Agreementhereof, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares there were made under the Stock Plans. Each of the outstanding no shares of voting or non-voting capital stock stock, equity interests or other securities of each the Company (“Company Securities”) authorized, issued, reserved for issuance or otherwise outstanding. The Company Warrant shall be automatically exercised pursuant to Section 2(c) of the Company's Subsidiaries is Company Warrant at 5:00 p.m. Eastern Time on the day prior to the Closing Date. (c) All outstanding shares of Company Common Stock are, and all shares which may be issued pursuant to the Company Stock Plans, the Company Stock Options, and the Company Warrant will be, when issued against payment therefor in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable non-assessable, and owned by not subject to, or issued in violation of, any preemptive, subscription or any kind of similar rights. The Company has no outstanding shares of Company Common Stock that are subject to a right of repurchase that will survive the Company Merger. (d) There are no bonds, debentures, notes or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation other indebtedness of the Company in effect having the right to vote (or convertible into securities having the right to vote) on any matters on which stockholders of the date of this AgreementCompany may vote. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo described in subsection (the "DoCoMo Investor Agreement"b) and the DoCoMo Warrant Agreementabove, there are no preemptive or other outstanding rightssecurities, options, warrants, conversion calls, rights, stock appreciation rights, redemption rights, repurchase rightscommitments, agreements, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate (contingent or otherwise) to which the Company is a party or any of its Subsidiaries bound obligating the Company to issue issue, deliver or sell any sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or obligating the Company to issue, grant, extend or enter into any agreement to issue, grant or extend any security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. Neither the Company nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan or capital contribution) in any Person. (e) The Company has previously made available to Parent a complete and correct list of the holders of all Company Stock Options and the Company Warrant outstanding as of the date specified therein, including: (i) the date of grant or issuance; (ii) the exercise price; (iii) the vesting schedule and expiration date; and (iv) any other material terms, including any terms regarding the acceleration of vesting. No Company Stock Option (i) has a per share exercise price lower than the fair market value of a share of Company Common Stock on the date of grant of such Company Stock Option, (ii) has had its grant date backdated or (iii) has had its grant date delayed in order to take advantage of the release or other public announcement of material non-public information regarding the Company or its Subsidiaries. (f) All of the issued and outstanding shares of Company Common Stock and the issued and outstanding Company Warrant and Company Stock Options were issued in compliance in all material respects with all applicable federal and state securities Laws and the applicable Company Stock Plan. (g) There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock (or options or warrants to acquire any such shares) or other security or equity interests of the Company, other than rights of repurchase of Company Common Stock pursuant to agreements entered into in connection with the Company Stock Plans between the Company and the holder of such shares of Company Common Stock. Except as described in this Section 3.2, there are no stock-appreciation rights, security-based performance units, phantom stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other attribute of the Company or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course cash payments or commissions to sales representatives of the Company or any securities of its Subsidiaries based upon revenues generated by them without augmentation as a result of the Transactions) of the Company or obligations convertible to cause the Company or exchangeable into or exercisable forany of its Subsidiaries to file a registration statement under the Securities Act, or giving any Person a right which otherwise relate to subscribe for or acquire, the registration of any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (iih) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (There are no voting trusts, proxies or other than direct and indirect wholly-owned Subsidiaries) in agreements, commitments or understandings to which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest inor, to the knowledge of the Company, any corporation, partnership, joint venture or other business as of the date stockholders of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as , is a party or by which any of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant them is bound with respect to the DoCoMo Warrant Agreementissuance, there are no outstanding contractual obligations holding, acquisition, voting or disposition of the Company or any shares of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or any of its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇").

Capital Structure. (i) The As of the Effective Time, the authorized capital stock of the Company consists will consist of 10,000,000,000 100,000,000 shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 shares of Preferred Stock, par value $.01 per share. At the close of business on October 27, of which1997, as of the date of this Agreement, 207,537 (i) 15,732,191 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement were issued and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreementoutstanding, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by free of preemptive rights, (ii) 21,555,068 shares of Company Common Stock were held in the treasury of the Company or by a direct or indirect wholly-owned Subsidiary the Subsidiaries of the Company, free and clear (iii) not more than 2,564,130 shares of Company Common Stock were reserved for future issuance pursuant to the Company's 1993 Stock Incentive Plan, 1993 Directors' Stock Option Plan and 1996 Directors' Stock Compensation Plan, or pursuant to any Lienplans assumed by the Company in connection with any acquisition, business combination or similar transaction (collectively, the "Company Stock Plans"). As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above , except for stock options covering not in excess of 1,219,532 shares of Company Common Stock issued under the Company Stock Plans (collectively, the "Company Stock Options") and pursuant to securities issuable under the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent1996 Directors' Stock Compensation Plan, the Company and DoCoMo (the "DoCoMo Investor Agreement") 1994 Employee Stock Purchase Plan and the DoCoMo Warrant AgreementCompany Rights Plan (as hereinafter defined), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments rights or rights agreements to which the Company or any of its Subsidiaries is a party or by which any kind that obligate of them is bound obligating the Company or any of its Subsidiaries to issue issue, deliver or sell any sell, or cause to be issued, delivered or sold, additional shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible into or exchangeable into or exercisable forfor such capital stock, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which obligating the Company or any of its Subsidiaries owns to grant, extend or enter into any equity such option, warrant, call, right or similar interest agreement. Except as disclosed in the Company SEC Documents filed prior to the date hereof (as hereinafter defined), since October 27, 1997, the Company has not issued any shares of its capital stock, or any interest securities convertible into or exchangeable or exercisable for any equity or similar interest insuch capital stock, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on shares issued in the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo ordinary course pursuant to the DoCoMo Warrant Company Stock Plans and the accompanying rights issued pursuant to the Company Rights Agreement. Except as disclosed in the Company SEC Documents filed prior to the date hereof, there are no outstanding contractual obligations of the Company or any of its the Company's Subsidiaries to (i) restricting the transfer of, (ii) affecting the voting rights of, (iii) requiring the repurchase, redeem redemption or otherwise acquire disposition of, (iv) requiring the registration for sale of, or (v) granting any preemptive or antidilutive right with respect to, any shares of Company Common Stock or any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of any Subsidiary of the Company. Each outstanding share of capital stock of each Subsidiary of the Company Disclosure Letter) that is a corporation is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights, and except as disclosed in the Company SEC Documents filed prior to acquire any the date hereof, each such capital stock) or other security or equity interest of share is owned by the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries another Subsidiary of the Company) in which the Company owns, directly or indirectlyfree and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and other encumbrances of any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇")nature whatsoever.

Capital Structure. (ia) The As of the date of this Agreement, the authorized capital stock of the Company consists of 10,000,000,000 shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and (i) 1,000,000,000 shares of Preferred StockCompany Common Stock and (ii) 50,000,000 shares of preferred stock, par value $.01 0.01 per shareshare (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Capital Stock”). At the close of whichbusiness on October 11, as of 2019 (the date of this Agreement, 207,537 “Measurement Date”): (A) 213,404,153 shares of Series C Company Common Stock were issued and outstanding and no shares of Company Preferred Stock were issued and 25,428 outstanding; (B) 1,684,659 Company RSUs were issued and outstanding and 1,213,728 Company PSUs were issued and outstanding at target performance levels; and (C) 17,747,482 shares of Series E Preferred Company Common Stock are outstanding. remained available for issuance pursuant to the Company Equity Plan. (b) All outstanding shares of the outstanding Shares Company Capital Stock have been duly authorized and are validly issued, fully paid and nonassessablenon-assessable and are not subject to preemptive rights. The All outstanding shares of Company has no Shares reserved for issuanceCapital Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts. As of the close of business on the Measurement Date, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under set forth in this Section 4.2 and in the Company's Amended and Restated Long Term Incentive Plan Designated Stockholder Voting Agreements and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Stockholders’ Agreement, dated as of September 1there are no outstanding options, 2002warrants or other rights to subscribe for, between purchase or acquire from the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy or any of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) its Subsidiaries any capital stock of the Company Disclosure Letter contains a true or securities convertible into or exchangeable or exercisable for capital stock of the Company (and complete list as of January 31the exercise, 2004 of (I) the number of conversion, purchase, exchange or other similar price thereof). All outstanding options to purchase shares of Common Stock which capital stock or other equity interests of the Subsidiaries of the Company is obligated to honorare owned by the Company, whether through or a direct or indirect wholly owned Subsidiary of the Company, are free and clear of all Encumbrances, other than Permitted Encumbrances, and have been duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 4.2, and except for changes since the Measurement Date resulting from the vesting of Company RSUs or Company PSUs outstanding at such date (and the issuance of shares thereunder), or stock grants or other awards granted in accordance with Section 6.1(b)(ii), there are outstanding: (A) no shares of Company Capital Stock, Voting Debt or other voting securities of the Company, (B) no securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for shares of Company Capital Stock, Voting Debt or other voting securities of the Company and (C) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which the Company or any Subsidiary of the Company is a party or by which it is bound in any case obligating the Company or any Subsidiary of the Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of Company Capital Stock or any Voting Debt or other voting securities of the Company, or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. Other than the Company Stockholders’ Agreement and the Designated Stockholder Voting Agreements, there are not any stockholder agreements, voting trusts or other agreements to which the Company or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of capital stock or other equity interest of the Company or any of its Subsidiaries. No Subsidiary of the Company owns any shares of Company Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of any other shares of Common Stock issuable at such exercise price and (II) the number Company Capital Stock. As of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted has any (1) interests in a material joint venture or, directly or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock indirectly, equity securities or other securities of each of the Company's Subsidiaries is duly authorizedsimilar equity interests in any Person or (2) obligations, validly issuedwhether contingent or otherwise, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of to consummate any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only material additional investment in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or any Person other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of than its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of and its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans ventures listed on Section 5.1(h)(i) Schedule 4.2 of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇").

Capital Structure. (ia) The authorized There are 245,000,000 shares of capital stock of the Company consists authorized, comprised of 10,000,000,000 shares of (i) 200,000,000 Company Common StockShares, of which, as of January 31, 2004, 2,719,301,543 shares which 160,000,000 are outstanding, issued and 1,000,000,000 shares of Preferred Stock, par value $.01 per share, of which, outstanding as of the date hereof and (ii) 45,000,000 Company Preferred Shares, none of this which are issued and outstanding as of the date hereof. As of immediately prior to the issuance of the Series A Preferred Stock of the Company pursuant to the terms of the Debt Exchange Agreement, 207,537 but following the filing of the Company Certificate of Designations (as defined below), in each case as contemplated by the Debt Exchange Agreement, there will be 245,000,000 shares of capital stock of the Company authorized, comprised of (A) 200,000,000 authorized Company Common Shares of which 160,000,000 are and will be issued and outstanding as of immediately prior to the Effective Time and (B) 45,000,000 authorized Company Preferred Shares, of which not more than 6,000,000 shares will be designated and issued as Series C A Preferred Stock and 25,428 shares pursuant to the terms of Series E Preferred Stock are outstandingthe Debt Exchange Agreement as of immediately prior to the Effective Time. All of the issued and outstanding Company Common Shares have been duly authorized and are validly issued, are fully paid and nonassessablenon-assessable, and are not subject to any preemptive rights and have not been issued in violation of any preemptive or similar rights of any Person. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as As of the date hereof, all of this Agreement has been made available to Cingular. Section 5.1(bthe issued and outstanding Company Common Shares are owned legally and beneficially by the Persons set forth on Schedule 5.5(a) of the Company Disclosure Letter contains a true Schedules. Except for the Company Common Shares and complete list the Company Preferred Shares, no other class in the share capital of the Company is authorized or issued or outstanding. (b) Except as set forth on Schedule 5.5(b) of January 31the Company Disclosure Schedules, 2004 of there are no: (Ii) the number of outstanding options to purchase shares of Company Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans Shares; (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (IIii) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rightssubscriptions, options, warrants, rights (including phantom stock rights), calls, commitments, understandings, conversion rights, stock appreciation rightsrights of exchange, redemption rights, repurchase rights, agreements, arrangements, calls, commitments plans or rights other agreements of any kind that obligate providing for the Company purchase, issuance or sale of any share of its Subsidiaries the Company; or (iii) agreements with respect to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forCommon Shares, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, including any voting interest that may require the filing of a report trust, other voting agreement or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇")proxy with respect thereto.

Capital Structure. (ia) The As of the date hereof, the authorized capital stock of the Company consists of 10,000,000,000 90,100,000 shares of capital stock of which 90,000,000 are shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares and 100,000 are outstanding, and 1,000,000,000 shares of Preferred Stockpreferred stock, par value $.01 1 per share, of whichthe Company ("Company Preferred Stock"). At the close of business on March 15, as of the date of this Agreement2001, 207,537 (i) 50,413,400 shares of Series C Preferred Company Common Stock (including associated Rights) were issued and 25,428 shares outstanding, all of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are which were validly issued, fully paid and nonassessable. The nonassessable and free of preemptive rights, (ii) 1,092 shares of Company has no Shares reserved for issuance, except that, as Common Stock were held in the treasury or by Subsidiaries of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan ; (the "Stock Plans"), 41,748,273 iii) 8,013,681 shares of Company Common Stock were reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Company Common Stock which ("Company Stock Options") issued and outstanding pursuant to (A) the Company's Stock Option Plan, (B) the Company's Outside Director Stock Option Plan and (C) the Bozell, Jacobs, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Inc. Stock Option Plan (collectively, the "Company Stock Option Plans") (with a weighted average exercise price between $28 and $29); (iv) an additional 868,912 shares of Company Common Stock were authorized (excluding shares subject to stockholder approval) for awards, but not yet issued; and (v) no shares of Company Preferred Stock were issued or outstanding. Set forth in Section 3.2 of the letter dated the date hereof and delivered on the date hereof by the Company to Parent, which letter relates to this Agreement and is obligated to honor, whether through designated the issuance of shares of Common Stock or otherwise, including those issued under Company Letter (the Stock Plans (each, a "Company OptionLetter"), the exercise price is a list of all Company Options and number each benefit plan of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued or its Subsidiaries under which any shares securities of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted are issuable or issued any Company Options or Common Stock Unitsreserved for issuance. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary free of the Company, free and clear of any Lienpreemptive rights. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except , except for shares reserved or issuable in connection with the Rights Agreement, except as set forth above above, except for the issuance of shares of Company Common Stock upon the exercise of Company Stock Options and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated except as set forth in Section 3.2 of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company Letter, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. As of the date hereof, except (i) as set forth above, (ii) for options, warrants, calls, rights, puts and DoCoMo agreements that relate to securities of Subsidiaries other than Significant Subsidiaries with exercise or purchase prices that, in the aggregate, do not exceed $25 million and that are not referenced in Section 3.2 of the Company Letter and (iii) as set forth in Section 3.2 of the "DoCoMo Investor Agreement") and the DoCoMo Warrant AgreementCompany Letter, there are no preemptive or other outstanding rights, options, warrants, conversion calls, rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments puts or rights agreements to which the Company or any of its Subsidiaries is a party or by which any kind that obligate of them is bound obligating the Company or any of its Subsidiaries to issue issue, deliver, sell or sell redeem, or cause to be issued, delivered, sold or redeemed, any additional shares of capital stock (or other voting securities or equity equivalents) or convertible or exchangeable securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of obligating the Company or any of its Subsidiaries to repurchasegrant, redeem extend or otherwise acquire enter into any such option, warrant, call, right, put or agreement. True, complete and correct copies of the Company Charter and Company Bylaws have been delivered to Parent. (b) Each outstanding share of capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(ivoting security or equity equivalent) of each Significant Subsidiary of the Company Disclosure Letter) to acquire any is duly authorized, validly issued, fully paid and nonassessable, and each such capital stock) share (or other voting security or equity interest of equivalent) is owned by the Company or its Subsidiariesanother Subsidiary of the Company, free and clear of all Liens other than such Liens which (individually or in the aggregate) are not material. The Company does not have any outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b3.2(b) of the Company Disclosure Letter contains a true true, accurate and complete list correct statement in all material respects of each Person Exhibit 21 if it were dated as of March 15, 2001. (c) The Company and its Subsidiaries have no mandatory obligations, contingent or otherwise, to provide financing to or make any investment in (in the form of a mandatory loan, capital contribution or similar payment) any person or entity (other than Subsidiaries wholly-owned subsidiaries) except (i) in the case of such persons and entities other than Modem Media, Inc. for obligations (A) involving no more than $15 million in the aggregate or (B) as disclosed in the Company SEC Documents (as hereinafter defined) or in Section 3.2(c) of the CompanyCompany Letter and (ii) in which the case of Modem Media, Inc., the guarantees referenced in Section 3.2(d) of the Company ownsLetter. (d) Section 3.2(d) of the Company Letter discloses all the agreements that the Company has with Modem Media, directly Inc. and all guarantees, indemnities and other forms of credit support that the Company and its Subsidiaries have undertaken in respect of liabilities and obligations incurred by Modem Media, Inc. (e) Except as set forth in Section 3.2(e) of the Company Letter, neither the Company nor any of its Subsidiaries is a party to any agreement with Modem Media, Inc. that restricts the acquisition or indirectlydisposition of shares of Modem Media, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇")Inc. other than agreements with regard to restrictions relating to compliance with applicable securities laws.

Capital Structure. (i) The authorized share capital stock of the Company consists of 10,000,000,000 shares 8,000,000,000 Shares. As of Common StockJanuary 28, 2014 (the “Measurement Date”), there were 38,791,834 Shares issued and outstanding (including 3,900 Repurchased Shares and 780,164 Reserved Shares) and no Shares held by any Company Subsidiary. As of whichthe Measurement Date, there were (A) outstanding Company Options to purchase 2,490,273 Shares in the aggregate and (B) outstanding Company Restricted Shares with respect to 192,478 Shares in the aggregate. From the close of business on the Measurement Date until the date of this Agreement, no options or warrants to purchase, or other instruments convertible into, Shares have been granted and no share capital of the Company have been issued, except for (x) Shares issued pursuant to the exercise of Company Options outstanding as of January 31the close of business on the Measurement Date in accordance with their respective terms, 2004or (y) Shares issued upon the vesting and settlement of the Company Restricted Shares outstanding as of the close of business on the Measurement Date, 2,719,301,543 shares are outstanding, in accordance with their respective terms. (ii) Except as set forth above in Section 5.1(c)(i) and 1,000,000,000 shares of Preferred Stock, par value $.01 per share, of whichexcept for the ADSs and the Deposit Agreement, as of the date of this Agreement, 207,537 (A) there are no outstanding (x) shares of Series C Preferred Stock and 25,428 share capital or other securities of the Company, (y) securities of the Company convertible into or exchangeable for shares of Series E Preferred Stock are outstanding. All share capital or other securities of the outstanding Shares have been duly authorized and are validly issuedCompany, fully paid and nonassessable. The or (z) options, restricted share units, restricted shares, phantom shares, warrants, equity equivalent interests in the ownership or earnings of the Company has no Shares reserved for issuanceor the Company Subsidiaries or other similar rights, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant rights or other commitments or agreements to outstanding awards under acquire from the Company's Amended and Restated Long Term Incentive Plan and , or obligations of the Company Adjustment Plan to issue, any shares of share capital or other securities of the Company, or securities convertible into or exchangeable for shares of share capital or other securities of the Company (the "Stock Plans"items in foregoing clauses (x), 41,748,273 shares (y) and (z) are referred to collectively as the “Company Securities”), and (B) there are no outstanding obligations of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLCto repurchase, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement")redeem or otherwise acquire any Company Securities. A true and complete copy of the Rights Agreement as in effect as As of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true hereof, all outstanding Shares are, and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock all Shares which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those may be issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options outstanding and upon the vesting and settlement of Common Stock Units the Company Restricted Shares outstanding on January 31will be, 2004 when issued in accordance with their terms. From January 31the terms thereof, 2004 through duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. (iii) Each grant of Company Options and Company Restricted Shares was made in accordance with the date terms of this Agreementthe applicable Company Plan, neither and all applicable Laws in all material respects, and in compliance with the rules and regulations of the NASDAQ Global Market LLC (“NASDAQ”) in all material respects. (iv) All of the issued and outstanding shares or other equity interests of each of the Company nor any Subsidiaries are owned by the Company or another Company Subsidiary, free and clear of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plansall Liens (other than Permitted Liens). Each of the outstanding shares of capital stock or other securities equity interests of each of the Company's Company Subsidiaries (other than the PRC Subsidiaries) is duly authorized, validly issued, fully paid and nonassessable non-assessable (in each case, to the extent applicable). The registered capital of each PRC Subsidiary has been duly paid up (whether fully or partially) in accordance with PRC Law and owned its respective articles of association. There are no options, warrants, convertible securities or other agreements or commitments, in each case issued by the Company or by a direct any Company Subsidiary, relating to the issuance, transfer, sales, voting or indirect wholly-owned Subsidiary redemption (including any rights of conversion or exchange under any outstanding security or other instrument) for any of the Companyshare capital or other equity interests of, free and clear of or other ownership interests in, any LienCompany Subsidiary. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except , except for the Company Subsidiaries and except as set forth above and pursuant to may be classified as short-term investments on the Rights Agreement and consolidated balance sheets of the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former ParentCompany, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreementdoes not own, there are no preemptive directly or other outstanding rightsindirectly, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of share capital stock of, or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forequity interest in, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exercisable or exchangeable or exercisable for any shares of share capital of, or other equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests Person that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant is material to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations business of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains taken as a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇")whole.

Capital Structure. (ia) The As of the Execution Date, the authorized capital stock of the Company Purchaser consists of 10,000,000,000 (i) 2,000,000,000 shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 (ii) 100,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.01 per shareshare (“Preferred Stock” and, together with the Common Stock, the “Capital Stock”). At the close of whichbusiness on October 30, as of 2019 (the date of this Agreement, 207,537 “Measurement Date”): (A) 416,740,907 shares of Series C Common Stock were issued and outstanding and (B) no shares of Preferred Stock were issued and 25,428 outstanding. (b) All outstanding shares of Series E Preferred Common Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessablenon-assessable and were not issued in violation of any Right. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to All outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement have been issued and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended granted in compliance in all material respects with (i) applicable securities Laws and Restated Rights Agreement, dated as of September 1, 2002, between the Company other applicable Law and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement")ii) Purchaser’s Organizational Documents. A true and complete copy As of the Rights Agreement as in effect as close of business on the date of this Agreement has been made available Measurement Date, there are no outstanding options, warrants or other rights to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31subscribe for, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, acquire from Purchaser or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted any capital stock of Purchaser or issued any Company Options securities convertible into or Common Stock Unitsexchangeable or exercisable for capital stock of Purchaser (and the exercise, conversion, purchase, exchange or other similar price thereof). All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each equity interests of the Company's Subsidiaries is of Purchaser that are owned by Purchaser, or a direct or indirect wholly-owned Subsidiary of Purchaser, are free and clear of all Encumbrances, other than Permitted Encumbrances, and have been duly authorized, validly issued, fully paid and nonassessable nonassessable. Except for changes since the Measurement Date resulting from the exercise of stock options outstanding at such date (and owned by the Company issuance of shares of Common Stock thereunder, which were reserved for issuance as set forth in Section 5.2(a)), or by a direct stock grants or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only other awards granted in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant AgreementSection 6.2(b)(ii), there are outstanding: (A) no preemptive shares of Capital Stock, (B) no Voting Debt or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights voting securities; (C) no securities of any kind that obligate the Company Purchaser or any Subsidiary of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest Purchaser convertible into or exchangeable or exercisable for any equity shares of Capital Stock or similar interest in, any corporation, partnership, joint venture Voting Debt or other business as voting securities of Purchaser, and (D) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which Purchaser or any Subsidiary of Purchaser is a party or by which it is bound in any case obligating Purchaser or any Subsidiary of Purchaser to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of Capital Stock or any Voting Debt or other voting securities of Purchaser, or obligating Purchaser or any Subsidiary of Purchaser to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There are not any stockholder agreements, voting trusts or other agreements to which Purchaser or its Subsidiaries is a party or by which it is bound relating to the voting of any shares of Capital Stock or other equity interest of Purchaser or its Subsidiaries. No Subsidiary of Purchaser owns any shares of Common Stock or any other shares of Common Stock. As of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30Execution Date, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or neither Purchaser nor any of its Subsidiaries holds, or has a commitment to repurchaseacquire, redeem or otherwise acquire any capital stock (or options (Interests of any Person other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than wholly-owned Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇").

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 90,000,000 shares of capital stock, consisting of (A) 85,000,000 shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 (B) 5,000,000 shares of Preferred Stock. As of the close of business on May 27, par value $.01 per share2025 (the “Reference Time”): (1) no shares of Preferred Stock were issued and outstanding, (2) 4,325,290 shares of whichCommon Stock were issued and outstanding (including 175,095 Company Restricted Shares and 4,150,195 shares that are not Company Restricted Shares), (3) 2,997 shares of Common Stock were subject to outstanding Company Options, and (4) 237,027 shares of Common Stock were subject to outstanding Company Warrants. Other than the Company Securities described in the preceding sentence, as of the date of this AgreementReference Time, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are the Company had no other Company Securities issued or outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, Except as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. set forth on Section 5.1(b5.1(b)(i) of the Company Disclosure Letter contains a true and complete list as of January 31Schedule, 2004 of since the Reference Time, the Company has not issued any Company Securities (Iincluding derivative or convertible securities) the number of outstanding options to purchase except for (x) shares of Common Stock which issued as the result of the exercise of Company is obligated to honorOptions outstanding as of the Reference Time in accordance with their terms as in effect at such time, whether through the issuance of or (y) shares of Common Stock or otherwise, including those issued under the Stock Plans (each, as a "Company Option"), result of the exercise price of Company Warrants outstanding as of the Reference Time in accordance with their terms as in effect at such time. (ii) Section 5.1(b)(ii) of the Company Disclosure Schedule sets forth a complete and accurate list as of the Reference Time, of all outstanding Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued Company Restricted Shares granted under the Stock PlansCompany Equity Plans (the “Company Equity Awards”), indicating, with respect to receive, or right the value of which is determined by reference to, shares of Common Stockeach Company Equity Award then outstanding, the date name of grant and the holder thereof, the type of award granted, the number of shares of Common Stock subject thereto (including without limitation restricted to such Company Equity Award, the Company Equity Plan under which such Company Equity Award was granted, the date of grant or issuance, the vesting schedule, any performance targets or similar conditions to the vesting, exercisability or settlement thereof, the vested status, and, in the case of any Company Option, the exercise price, expiration date, and whether such Company Option is intended to constitute an “incentive stock units) (each a "Common Stock Unit")option” within the meaning of Section 422 of the Code. From All outstanding Company Equity Awards have been granted pursuant award agreements substantially in the forms filed as exhibits to the Company’s Form 10-K for the fiscal year ended January 31, 2004 2025 or otherwise provided or made available to the date hereof Parent. (iii) Section 5.1(b)(iii) of the Company has not issued any Disclosure Schedule sets forth a complete and accurate list as of the Reference Time, of all outstanding Company Warrants and the number of shares of Common Stock except reserved for future issuance pursuant to Company Warrants, the name of the holder thereof, the agreement or other document under which such Company Warrants were granted, the exercise price, the date of Company Options grant, and the settlement of Common Stock Units expiration date thereof. All outstanding on Company Warrants are substantially in the form filed as an exhibit to the Company’s Form 10-K for the fiscal year ended January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. 2025. (iv) All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock Common Stock and other outstanding Company Securities were duly authorized and validly issued in accordance with the Company’s organizational documents and are fully paid and nonassessable. All of the outstanding shares of Common Stock and other outstanding Company Securities have been issued in compliance in all material respects with any applicable securities Laws or preemptive rights, rights of first refusal or other securities similar rights of any Person. (v) Section 5.1(b)(v) of the Company Disclosure Schedule sets forth a complete and accurate list of all of the Company’s Subsidiaries and the ownership interest of the Company in each such Subsidiary, together with the jurisdiction of incorporation or formation of each such Subsidiary and the ownership interest of any other Person or Persons in each such Subsidiary. Other than the Company Securities set forth in Section 5.1(b)(v) of the Company Disclosure Schedule, there are no other Company Securities in the Company’s Subsidiaries issued or outstanding. All of the issued and outstanding equity interests and other Company Securities in each of the Company's ’s Subsidiaries is duly authorized, are authorized and validly issued, issued in accordance with the respective organizational documents of such Subsidiaries and are fully paid (to the extent required under such Subsidiaries’ organizational documents) and nonassessable and owned have been issued in compliance in all material respects with any applicable securities Laws or preemptive rights, rights of first refusal or other similar rights of any Person. The Company owns, directly or indirectly, all of the outstanding equity interests and other Company Securities in each of its Subsidiaries free and clear of all Liens other than (A) transfer restrictions imposed by federal and state securities Laws, (B) those arising under the Existing Credit Facility, and (C) any transfer restrictions contained in the organizational documents of the Company or by a direct or indirect wholly-owned Subsidiary and its Subsidiaries. (vi) Except as set forth in the organizational documents of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only or as otherwise provided in accordance with the certificate of incorporation Section 5.1(b)(i) or Section 5.1(b)(vi) of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant AgreementDisclosure Schedule, there are no preemptive rights or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, phantom equity interests, redemption rights, repurchase rights, agreements, arrangements, calls, subscription agreements, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue redeem, repurchase, acquire, issue, grant or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forsell, or giving any Person a right to subscribe for or acquire, any securities of equity interests in the Company or any of its SubsidiariesSubsidiaries or any other Company Securities, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (iivii) Section 5.1(b) of Neither the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or nor any of its Subsidiaries owns have any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders holders of equity interests in the Company or any of its Subsidiaries on any matter. . (viii) Other than the Support Agreements, Section 5.1(b5.1(b)(viii) of the Company Disclosure Letter contains Schedule sets forth a true complete and complete accurate list of each Person (other than Subsidiaries as of the Company) in date hereof of all voting trusts, voting proxies or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting or registration of, any Person’s other rights with respect to, the shares of Common Stock or other equity interests or Company Securities of the Company or any of its Subsidiaries. (ix) Neither the Company nor any of its Subsidiaries owns, directly or indirectly, any voting interest that may require the filing equity securities or long-term debt securities of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇")other Person.

Capital Structure. (ia) The authorized capital stock of the Company consists of 10,000,000,000 200,000,000 shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 100,000 shares of Preferred StockSeries A participating preferred stock, par value $.01 0.01 per share, of which, as of share (the date of this Agreement, 207,537 “Company Series A Preferred Stock”) and 50,000 shares of Company Series C B Preferred Stock and 25,428 Stock. At the close of business on June 30, 2005, 61,609,494 shares of Series E Preferred Company Common Stock are were issued and outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Company Series A Preferred Stock reserved for issuance pursuant to the Amended were issued and Restated Rights Agreement, dated as of September 1, 2002, between the Company outstanding and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase 50,000 shares of Common Company Series B Preferred Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those were issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Unitsoutstanding. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is Company are duly authorized, authorized and validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of not subject to any Lienpreemptive rights. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation Section 3.2 of the Company in effect on Disclosure Schedule sets forth a complete and accurate list of: (i) all Company Stock Plans, indicating for each Company Stock Plan, as of the date hereof, the number of shares of Company Common Stock issued under such Company Stock Plan, the number of shares of Company Common Stock subject to outstanding options under such Company Stock Plan and the number of shares of Company Common Stock reserved for future issuance under such Company Stock Plan; and (ii) all outstanding Company Stock Options other than those granted following the date of this AgreementAgreement in compliance with Section 5.1(h) hereof, indicating with respect to each such Company Stock Option the name of the holder thereof, the Company Stock Plan under which it was granted, the number of shares of Company Common Stock subject to such Company Stock Option, the exercise price and the date of grant thereof. Except as set forth above above, and except for shares of Company Common Stock issuable pursuant to the Rights Company’s 1990 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) and as permitted to be issued pursuant to Section 5.1(h) hereof following the date of this Agreement and prior to the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo Closing Date (the "DoCoMo Investor Agreement"a) and the DoCoMo Warrant Agreement, there are no preemptive shares of capital stock of the Company authorized, issued or other outstanding rights, outstanding; (b) there are no existing options, warrants, conversion calls, preemptive rights, stock appreciation rights, redemption rights, repurchase subscription or other rights, agreements, arrangements, calls, arrangements or commitments or rights of any kind that obligate character, relating to the issued or unissued capital stock of the Company, obligating the Company or any of its Subsidiaries to issue issue, transfer, redeem, purchase or sell or cause to be issued, transferred, redeemed, purchased or sold any shares of capital stock or other securities of the Company or to otherwise make any payment in respect of its Subsidiaries any such shares; and (c) there are no rights, agreements or arrangements of any securities character which provide for any stock appreciation or obligations convertible similar right or exchangeable into grant any right to share in the equity, income, revenue or exercisable forcash flow of the Company. (b) Section 3.2(b) of the Company Disclosure Schedule sets forth a list of all stockholder agreements, voting trusts and other agreements or understandings to which the Company is a party or which are otherwise known to the Company and relating to voting or disposition of any shares of the Company’s capital stock or granting to any person or group of persons the right to elect, or giving any Person to designate or nominate for election, a right director to subscribe for or acquire, any securities the board of directors of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇").

Capital Structure. (ia) The As of the date of this Agreement, the authorized capital stock of the Company consists of 10,000,000,000 250,000,000 Company Common Shares, of which 72,170,192 Company Common Shares were issued and outstanding as of the close of business on May 1, 2000, and 10,000,000 shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 shares of Preferred Preference Stock, par value $.01 per shareshare (the "Company Preference Shares"). Of the authorized Company Preference Shares, (i) 2,500,000 shares have been designated as Cumulative Participating Junior Preferred Stock, of whichwhich no shares are issued or outstanding as of the date of this Agreement but of which all have been reserved for issuance pursuant to the Rights Agreement, dated May 1, 1998, between the Company and The Bank of New York, as rights agent (the "Rights Agreement"), and (ii) 50,000 shares have been designated as Company Money Market Preferred Shares, of which 87 shares are issued and outstanding as of the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Company Common Shares and Company Preference Shares have been duly authorized and validly issued and are validly issued, fully paid and nonassessable. The As of the date of this Agreement, the Company has no Company Common Shares or Company Preference Shares reserved for or otherwise subject to issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant (i) no more than 25,306,605 Company Common Shares subject to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Company Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect Options outstanding as of the date of this Agreement has (and the weighted average exercise price of those Company Stock Options and the plans or agreements pursuant to which those Company Stock Options have been made available to Cingular. issued (the "Company Stock Plans") are set forth in Section 5.1(b) 2.1.2 of the Company Disclosure Letter contains a true Schedule) and complete list (ii) no more than 3,918,900 Company Common Shares subject to issuance upon conversion of the Company's 3% convertible subordinated notes due January 15, 2005 ("Company Convertible Notes"). The Company Stock Options outstanding as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant this Agreement (and number identified in Section 2.1.2 of shares the Company Disclosure Schedule) exercisable for up to 2,200,000 of the Company Common Stock subject thereto Shares referenced in clause (including without limitation restricted stock unitsi) (each of the prior sentence will not vest or become exercisable as a "Common Stock Unit")result of the execution of this Agreement or the consummation of the transactions contemplated by this Agreement. From January 31the close of business on May 1, 2004 to 2000 until the date hereof of this Agreement, the Company has not issued issued, granted or sold any shares of Company Common Stock except Shares other than pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Options. (b) Each of the outstanding shares of capital stock or other securities ownership interests of each of the Company's Subsidiaries that constitute a Significant Subsidiary is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-wholly owned Subsidiary of the Company, in each case free and clear of any Lien. As of December 31lien, 2003pledge, security interest, claim or other encumbrance, except as would not, individually or in the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect aggregate, have a Material Adverse Effect on the date of this AgreementCompany. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreementin Section 2.1.2(a), dated as of December 20, 2000, and amended as the date of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that which obligate the Company or any of its Material Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Material Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquireacquire from the Company or any of its Material Subsidiaries, any securities of the Company or any of its Material Subsidiaries, and no securities or obligations evidencing such any rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights AgreementExcept as set forth in Section 2.1.2(a), the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into which are convertible, exchangeable or exercisable for or into securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇").

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 as of the date hereof, and will consist of as of the Effective Time, 50,000,000 shares of Company Common StockStock and 1,000,000 shares of preferred stock, $.01 par value per share (the "COMPANY PREFERRED STOCK"), of whichwhich 50,000 shares are designated Series A Junior Participating Preferred Stock ("JUNIOR PREFERRED STOCK"). The rights, privileges and preferences of the Company Common Stock and Company Preferred Stock are as stated in the Company's Restated Articles of Incorporation. As of the close of business on July 6, 2001, (i) 14,859,642 shares of the Company Common Stock and no shares of the Company Preferred Stock were issued and outstanding, (ii) 14,380,681 shares of Company Common Stock were held by the Company in its treasury, (iii) 2,399,966 shares of Company Common Stock were reserved for issuance upon exercise of currently outstanding Stock Options (as defined in Section 5.5), and (iv) 50,000 shares of Junior Preferred Stock were reserved for issuance upon exercise of preferred share purchase rights (the "RIGHTS") issued pursuant to the Rights Agreement, dated as of October 17, 1997, as amended, between the Company and The Chase Manhattan Bank, as Rights Agent (the "RIGHTS AGREEMENT"). All issued and outstanding shares of Company Common Stock are, and all shares which may be issued upon the exercise of Stock Options will be, duly authorized, validly issued, fully paid and nonassessable, and are not subject to and were not issued in violation of any preemptive rights. Except as set forth in Section 3.1(c) of the Company Disclosure Schedule and to the knowledge of the Company, as of January 31the date hereof, 2004there are no voting trusts, 2,719,301,543 shares are outstandingvoting agreements, and 1,000,000,000 irrevocable proxies or other agreements with respect to any voting shares of Preferred Stockcapital stock of the Company. There are no bonds, par value $.01 per sharedebentures, notes or other indebtedness of whichthe Company or any of its subsidiaries having the right to vote (or convertible into or exchangeable for other securities having the right to vote) on any matters on which the stockholders of the Company may vote. Except as set forth above, as of the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rightssecurities, options, warrants, conversion calls, rights, stock appreciation rights, redemption rights, repurchase rightscommitments, agreements, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns subsidiaries is a party or by which any equity or similar interest in of them is bound obligating the Company or any interest convertible into of its subsidiaries to issue, deliver or exchangeable sell, or exercisable for any equity cause to be issued, delivered or similar interest insold, any corporation, partnership, joint venture additional shares of capital stock or other business as voting securities of the date Company or of this Agreement (in each case other than any of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30security, 2003)option, that Person's jurisdiction of incorporation warrant, call, right, commitment, agreement, arrangement or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there undertaking. There are no outstanding contractual obligations of the Company or any of its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(iacquire any such shares) of the Company Disclosure Letteror any of its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to acquire which any such capital stock) person is or other security may be entitled to receive any payment based on the revenues, earnings or equity interest financial performance of the Company or any of its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes subsidiaries or assets or calculated in accordance therewith (other obligations the holders of which have the right than ordinary course payments or commissions to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders sales representatives of the Company on any matter. Section 5.1(b) based upon revenues generated by them without augmentation as a result of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Companytransactions contemplated hereby) in which or to cause the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular its subsidiaries to file a registration statement under the Hart-Scott-Rodino Antitrust Improvements Securities Act of 19761933, as amended (the "▇▇▇ ▇▇▇SECURITIES ACT"), or which otherwise relate to the registration of any securities of the Company.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 shares of Common Stock100,000,000 Shares, of which, which 48,960,309 Shares were outstanding as of January 31the close of business on February 17, 2004, 2,719,301,543 shares are outstanding2005, and 1,000,000,000 5,000,000 shares of Preferred Stock, $1.00 par value $.01 per shareshare (the “Preferred Shares”), of which, which no shares were outstanding as of the close of business on February 17, 2005, and no Shares or Preferred Shares have been issued from such time to and including the date of this Agreement, 207,537 shares Agreement (other than pursuant to the exercise of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstandingCompany Options (as defined below) issued prior to such time). All of the outstanding Shares have been duly authorized and validly issued and are validly issued, fully paid and nonassessable. The Company has no Shares or Preferred Shares reserved for issuance, except that, as of January 31February 17, 20042005, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock 7,740,823 Shares reserved for issuance pursuant to the DoCoMo Warrant Agreement Company’s Amended and 50,000,000 shares of Series A Preferred Restated Stock Option and Restricted Stock Purchase Plan, 1999 Long-Term Incentive Plan, 2002 Long-Term Incentive Plan and the ESPP (collectively, the “Stock Plans”) and Shares reserved for issuance pursuant to the Amended and Restated Stockholder Protection Rights Agreement, dated as of September 1April 17, 20022003, between the Company and Mellon Investor Services LLCAmerican Stock Transfer & Trust Company, as Rights Agent, as amended as described in this Agreement Agent (the "“Rights Agreement"”). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true correct and complete list as of January 31, 2004 of (I) the number of each outstanding options option to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued Shares under the Stock Plans (each, each a "“Company Option")”) including, in each case, the holder, date of grant, exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock Shares subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plansthereto. Each of the outstanding shares of capital stock or other securities or interests of each of the Company's ’s Subsidiaries held by the Company or a Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-wholly owned Subsidiary of the Company, free and clear of any Lien. As of December 31lien, 2003pledge, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreementsecurity interest, claim or other encumbrance (collectively, “Liens”). Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as the date of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant this Agreement, there are no preemptive rights or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or other rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its SubsidiariesSubsidiaries (“Rights”), and no securities or obligations evidencing such rights Rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the The Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company ownsdoes not own, directly or indirectly, any voting interest that may would require the a filing of a report or notification form by Cingular Parent or any Affiliate of Cingular “Affiliate” (as defined in Rule 12b-2 under the HartSecurities Exchange Act of 1934, as amended (the “Exchange Act”)) of Parent under the ▇▇▇▇-Scott▇▇▇▇▇-Rodino ▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇"“HSR Act”).

Capital Structure. (ia) The authorized capital stock of the Company consists of 10,000,000,000 (i) 1,000,000,000 shares of Common Stock, of which, which 155,597,952 shares (including 918,928 Company Stock-Based Awards) were issued and outstanding as of January 31November 1, 2004, 2,719,301,543 shares are outstanding, 2020 (the “Measurement Date”) and 1,000,000,000 (ii) 100,000,000 shares of Preferred Stock, par value $.01 per share, none of which, which are issued and outstanding as of the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the issued and outstanding Shares have been, and the Shares which may be issued pursuant to the exercise (as applicable) and settlement of Company Stock Awards will be, when issued in accordance with the terms of the applicable Company Stock Awards, duly authorized and validly issued and are fully paid and nonassessable. As of October 30, 2020, 50,612,813 shares of Common Stock were held by the Company as treasury shares. As of the Measurement Date, an aggregate of 2,888,503 Shares were reserved for issuance pursuant to outstanding awards and rights under the Company Stock Plans, of which (A) 2,683,294 Shares were issuable upon the exercise of outstanding Company Stock Options, (B) 205,209 Shares were underlying outstanding Company Units, and (C) 16,953 Shares had been contractually committed pursuant to the grants of Company Stock-Based Awards set forth on Section 4.2(a) of the Company Disclosure Schedule that have not yet been made (the “Committed Shares”). The Board has not authorized any issuances of Common Stock to occur on or after the Measurement Date. (b) Except as described in this Section 4.2 and except for changes resulting from the exercise of Company Stock Options or the vesting and settlement of Company Stock-Based Awards or Company Units, in each case outstanding as of the Measurement Date, or issued hereunder as permitted pursuant to Section 6.1(d), there are no outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for, or valued by reference to, shares of the capital stock of the Company, any other commitments or agreements providing for the issuance of additional shares of capital stock of the Company, the sale of treasury shares or for the repurchase or redemption of shares of the capital stock of the Company or any other agreements of any kind which may obligate the Company to issue, purchase, redeem or otherwise acquire any of its capital stock. (c) The outstanding shares of capital stock of each of the Company’s Subsidiaries have been duly authorized and validly issued and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as or one or more of January 31, 2004, there were 230,079,174 shares issuable pursuant to its direct or indirect wholly owned Subsidiaries owns of record and beneficially all the issued and outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement capital stock of such Subsidiaries free and 50,000,000 shares clear of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreementany Liens, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended other than Permitted Liens. Except as described in this Agreement (Section 4.2, there are no outstanding options, warrants, rights or other securities exercisable or exchangeable for any capital stock of such Subsidiaries, any other commitments or agreements providing for the "Rights Agreement"). A true and complete copy issuance of additional shares, the Rights Agreement as in effect as sale of treasury shares or for the date repurchase or redemption of this Agreement has been made available to Cingular. Section 5.1(b) shares of such Subsidiaries’ capital stock or any other agreements of any kind which may obligate any Subsidiary of the Company Disclosure Letter contains a true and complete list as to issue, purchase, register for sale, redeem or otherwise acquire any of January 31, 2004 of its capital stock. (Id) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through Except for the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"that were reserved for issuance as set forth in Section 4.2(a), from the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, Measurement Date to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, the Company has not declared or paid any dividend or distribution in respect of the Shares, and has not issued, sold, repurchased, redeemed or otherwise acquired any Shares, and its Board has not authorized any of the foregoing. (e) Except for awards to acquire or receive shares of Common Stock under a Company Stock Plan, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the has outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations 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 Stockholders on any matter. (f) There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the capital stock or other equity interest of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇")its Subsidiaries.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 (i) 25,000,000 shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.01 per shareshare (“Preferred Stock”) and (ii) 500,000,000 Shares. As of June 17, 2022: (A) 73,194,171 Shares were issued and outstanding, (B) no shares of whichPreferred Stock were issued and outstanding, (C) 5,636,129 Shares were subject to outstanding Company Options, (D) 2,660,447 Shares were subject to outstanding Company RSU Awards, and (E) 1,245,120 Shares were subject to outstanding Company PSU Awards. Except as set forth in this Section 5.01(b) and for Shares issuable upon the exercise or settlement of Company Equity Awards outstanding on the date hereof or granted following the date hereof pursuant to Section 6.01(b), the Company has no other equity or equity-based interests authorized, issued and/or outstanding. (ii) Section 5.01(b)(ii) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date hereof of this Agreementall outstanding Company Equity Awards granted under the Company Equity Plan or otherwise, 207,537 shares indicating, with respect to each Company Equity Award then outstanding, the type of Series C Preferred Stock award granted, the target number of Shares subject to such Company Equity Award, date of grant, vested status, and 25,428 shares in the case of Series E Preferred Stock any Company Option, the exercise price. Each Company Option was granted in compliance with Section 409A of the Code. (iii) All of the outstanding Shares are outstandingduly authorized and validly issued in accordance with the Company’s organizational documents, as applicable, and are, or will be when issued, fully paid and nonassessable. All of the outstanding Shares have been duly authorized and are validly not been, or will not be when issued, fully paid and nonassessableissued in violation of any applicable securities Laws or preemptive rights, rights of first refusal or other similar rights of any Person. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy All of the Rights Agreement as issued and outstanding equity interests in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's ’s Subsidiaries is duly authorized, are authorized and validly issued, issued in accordance with the respective organizational documents of such Subsidiaries and are fully paid (to the extent required under such Subsidiaries’ organizational documents) and nonassessable and owned by the have not been issued in violation of any applicable securities Laws or preemptive rights, rights of first refusal or other similar rights of any Person. The Company owns, directly or by a direct or indirect wholly-owned Subsidiary indirectly, all of the Company, outstanding equity interests in each of its Subsidiaries free and clear of all Liens other than (A) transfer restrictions imposed by federal and state securities Laws and (B) any Lien. As of December 31, 2003, transfer restrictions contained in the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation organizational documents of the Company in effect on the date of this Agreement. and its Subsidiaries. (iv) Except as set forth above and pursuant to in the Rights Agreement and the Amended and Restated Investor Agreement, dated as organizational documents of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreementexcept as otherwise provided in Section 5.01(b)(i), there are no preemptive rights or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, phantom equity interests, redemption rights, repurchase rights, agreements, arrangements, calls, subscription agreements, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries equity interests or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquireacquire or measured by reference to, any securities of equity interests in the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (iiv) Section 5.1(b) of Neither the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or nor any of its Subsidiaries owns has any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders holders of equity interests in the Company or any of its Subsidiaries on any matter. (vi) There are no voting trusts, voting proxies or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting or registration of the Shares or other equity interest of the Company on or any matter. Section 5.1(bof its Subsidiaries. (vii) Except with respect to the ownership of any equity or long-term debt securities between or among the Company or any of its Subsidiaries, none of the Company Disclosure Letter contains a true and complete list or any of each Person (other than its Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing equity or long-term debt securities of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇")Person.

Capital Structure. (ia) The As of the entry into this Agreement, the authorized capital stock of the Company consists of 10,000,000,000 (i) 299,589,834 shares of Company Class A Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 (ii) 410,166 shares of Preferred StockCompany Class B Common Stock and (iii) 50,000,000 shares of preferred stock, par value $.01 0.01 per shareshare (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Capital Stock”). At the close of whichbusiness on August 14, 2024: (A) 18,103,020 shares of Company Class A Common Stock were issued and outstanding, 257 shares of Company Class B Common Stock were issued and outstanding and no shares of Company Preferred Stock were issued and outstanding; (B) 12,701,416 shares of Company Common Stock were treasury stock; (C) 159,472 shares of Company Common Stock were reserved for issuance upon the vesting of outstanding Company RSU Awards; (D) 405,658 shares of Company Common Stock were reserved for issuance upon the vesting of outstanding Company PSU Awards, assuming maximum performance; and (E) 1,155,105 shares of Company Common Stock remained available for issuance pursuant to the Company’s 2016 Omnibus Incentive Plan, as of amended from time to time (“Company Equity Plan”). There are no warrants or similar rights exercisable or otherwise outstanding under the date of this Company Warrant Agreement, 207,537 and there are no Company Convertible Notes outstanding. (b) All outstanding shares of Series C Preferred Company Common Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable and are not subject to preemptive rights. As of the close of business on August 14, 2024, except as set forth in this Section 4.2, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company or any of its Subsidiaries any Company Capital Stock or securities convertible into or exchangeable or exercisable for Company Capital Stock (and the exercise, conversion, purchase, exchange or other similar price thereof). All outstanding shares of capital stock or other equity interests of the Subsidiaries of the Company are owned by the Company, or a direct or indirect wholly owned Subsidiary of the Company, are free and clear of all Encumbrances and have been duly authorized, validly issued, fully paid and nonassessable. The Except as set forth in this Section 4.2, and except for changes since August 14, 2024 resulting from (i) stock grants or other awards granted, repurchased or redeemed in accordance with Section 6.1(b)(ii) in each case following the entry into this Agreement, (ii) the vesting and settlement of Company has no Shares reserved for issuance, except that, as Equity Awards or (iii) the conversion of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under of Company Class B Common Stock into shares of Company Class A Common Stock at the option of any holder of Company Class B Common Stock in accordance with the terms of the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement ’s Organizational Documents as in effect as of the date entry into this Agreement, there are outstanding: (A) no shares of Company Capital Stock, Voting Debt or other voting securities of the Company, (B) no securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for or valued by reference to shares of Company Capital Stock, Voting Debt or other voting securities of the Company and (C) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which the Company or any Subsidiary of the Company is a party or by which it is bound in any case obligating the Company or any Subsidiary of the Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of Company Capital Stock or any Voting Debt or other voting securities of the Company or any of its Subsidiaries, or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement or obligating Parent to issue additional shares of Parent Common Stock at the Effective Time pursuant to the terms of this Agreement has Agreement. There are no dividends or distributions that have been made available declared by the Company with respect to Cingularthe Company Common Stock that have not been paid by the Company. Section 5.1(bThere are no stockholder agreements, voting trusts or other agreements to which the Company or any of its Subsidiaries is a party or by which it is bound relating to the voting of any shares of capital stock or other equity interest of the Company or any of its Subsidiaries. No Subsidiary of the Company owns any shares of the Company Capital Stock. (c) Schedule 4.2(c) of the Company Disclosure Letter contains sets forth a true and complete list of each Subsidiary of the Company that constitutes a “significant subsidiary” of the Company as defined in Rule 1-02(w) of Regulation S-X promulgated by the SEC as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwiseentry into this Agreement, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of its outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options equity interests and the settlement owners thereof. As of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of entry into this Agreement, neither the Company nor any of its Subsidiaries have granted has any (i) interests in a material joint venture or, directly or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock indirectly, equity securities or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of similar equity interests in any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or Person other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of than its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each obligations, whether contingent or otherwise, to consummate any material additional investment in any Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, and its joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans ventures listed on Section 5.1(h)(iSchedule 4.2(c) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇").

Capital Structure. (i) The As of the date of this Agreement, the authorized capital stock of the Company consists of 10,000,000,000 (A) 120,000,000 shares of Company Common Stock and (B) 3,000,000 shares of preferred stock, no par value (“Company Preferred Stock,” and, together with the Company Common Stock, the “Company Capital Stock”). At the close of whichbusiness on January 23, 2017 (the “Capitalization Reference Date”), (1) 51,219,000 shares of Company Common Stock were issued and outstanding, (2) no shares of Company Preferred Stock were issued and outstanding, (3) 2,747,260 shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Plans, of which 281,341 shares of Company Common Stock were subject to issuance upon the vesting of Pre-Signing Company Equity Awards based on achievement of target level performance, and (4) no Voting Debt was issued and outstanding. All outstanding shares of Company Common Stock are validly issued, fully paid and non-assessable and are not subject to any preemptive rights. (ii) Section 3.1(b)(ii) of the Company Disclosure Schedule sets forth, as of January 31the Capitalization Reference Date, 2004a complete and correct list of all outstanding Pre-Signing Company Equity Awards, 2,719,301,543 including the holder, date of grant, exercise price (if applicable), vesting schedule, performance period and number of shares of Company Capital Stock (based on target performance) or performance units (including the target dollar value per unit) subject thereto. (iii) Except as set forth in this Section 3.1(b), and except for changes since the Capitalization Reference Date resulting from the vesting or settlement of Pre-Signing Company Equity Awards, as of the date hereof, (A) there are no outstanding shares of Company Capital Stock or any other equity interests in the Company, (B) there is no Voting Debt issued and outstanding, and 1,000,000,000 (C) there are no securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for shares of Preferred Company Capital Stock, par value $.01 per shareVoting Debt or other equity interests in the Company or in any Subsidiary of the Company and (D) there are no options, warrants, calls, rights (including preemptive rights), or Contracts to which the Company or any Subsidiary of whichthe Company is a party or by which it is bound in any case obligating the Company or any Subsidiary of the Company to issue, as deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, shares of Company Capital Stock (or any other equity interests in the Company), any Voting Debt or any other equity interests in any Subsidiary of the Company, or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. (iv) As of the date of this Agreement, 207,537 the authorized capital stock of the Regulated Utility Subsidiary consists of (A) 80,000,000 shares of Series C common stock of the Regulated Utility Subsidiary, par value $1.00 per share (“Regulated Utility Subsidiary Common Stock”), and (B) 1,500,000 shares of preferred stock, no par value (“Regulated Utility Subsidiary Preferred Stock”, and, together with the Regulated Utility Subsidiary Common Stock and any other capital stock of Regulated Utility Subsidiary, the “Regulated Utility Subsidiary Capital Stock”). At the close of business on the Capitalization Reference Date, (1) 46,479,536 shares of Regulated Utility Subsidiary Common Stock were issued and outstanding, all of which were held by the Company, (2) 70,600 shares of $4.25 series Regulated Utility Subsidiary Preferred Stock were issued and 25,428 outstanding, (3) 150,000 shares of Series E $4.80 series Regulated Utility Subsidiary Preferred Stock are were issued and outstanding and (4) 60,000 shares of $5.00 series Regulated Utility Subsidiary Preferred Stock were issued and outstanding. All outstanding shares of the outstanding Shares have been duly authorized and Regulated Utility Subsidiary Preferred Stock are validly issued, fully paid and nonassessablenon-assessable and are not subject to any preemptive rights. The Company has no Shares reserved for issuanceOther than the Regulated Utility Subsidiary Preferred Stock, and except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. set forth on Section 5.1(b3.1(b)(v) of the Company Disclosure Letter contains a true and complete list as of January 31Schedule, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or and other securities of each equity interests of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and of the Company are owned by the Company Company, or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of all Encumbrances, except for such Encumbrances as may be provided under the Securities Act or any Lien. As transfer restrictions set forth in the Organizational Documents of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation Subsidiary. (v) Section 3.1(b)(v) of the Company in effect on Disclosure Schedule contains a complete and correct list as of the date of this Agreement of (A) the name, equity capitalization and schedule of equityholders of each non-wholly owned Subsidiary of the Company (other than the Regulated Utility Subsidiary) and (B) the name of, and the Company’s percentage equity ownership interest in, each Company Joint Venture. Other than the Subsidiaries and the Company Joint Ventures, as of the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell does not own any shares of capital stock or other securities of the Company or equity interests in any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its SubsidiariesPerson, and has no securities binding obligations, whether contingent or obligations evidencing such rights are authorizedotherwise, issued to purchase any shares of capital stock or outstandingother equity interests in any Person. The Company has made available to Cingular prior to the date of this Agreement true Parent complete and complete correct copies of the Rights AgreementOrganizational Documents of the Company Joint Ventures, in each case in effect as of the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendeddate hereof. (iivi) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (There are no stockholder agreements, voting trusts or other than direct and indirect wholly-owned Subsidiaries) in Contracts to which the Company or any of its Subsidiaries owns any equity is a party or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any by which such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant Person is bound relating to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations voting of the any shares of Company Capital Stock or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇")Regulated Utility Subsidiary Capital Stock.

Capital Structure. Except as set forth in Schedule 4.2 of the Company Disclosure Letter: (ia) The As of the date of this Agreement, the authorized capital stock of the Company consists of 10,000,000,000 (i) 65,000,000 shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 (ii) 10,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.01 per shareshare (“Company Preferred Stock” and, of whichtogether with the Company Common Stock, as the “Company Capital Stock”). As of the date of this Agreement, 207,537 : (A) 50,924,098 shares of Series C Company Common Stock are issued and outstanding and no shares of Company Preferred Stock were issued and 25,428 outstanding; (B) the shares of Series E Preferred Company Common Stock issued and outstanding include 325,775 shares of Company Restricted Stock; (C) 928,781 Company RSUs are outstanding. All outstanding and 590,767 Company RSUs remain available for issuance pursuant to the Company Restricted Stock Units Plan; and (D) the outstanding Company PIAs consist solely of those awarded under the Company PIA Award Agreements listed on Schedule 4.2 of the Company Disclosure Letter. (b) All outstanding Shares shares of Company Common Stock have been duly authorized and are validly issued, fully paid and nonassessablenon-assessable and were not issued in violation of any preemptive rights. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to All outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Company Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement have been issued and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended granted in compliance in all material respects with (i) applicable securities Laws and Restated Rights Agreement, dated as of September 1, 2002, between the Company other applicable Law and Mellon Investor Services LLC, as Rights Agent, as amended as described (ii) all requirements set forth in this Agreement (the "Rights Agreement")applicable contracts. A true and complete copy of the Rights Agreement as in effect as As of the date of this Agreement has been made available Agreement, except as set forth in this Section 4.2, there are no outstanding options, warrants or other rights to Cingularsubscribe for, purchase or acquire from the Company or any of its Subsidiaries any capital stock of the Company or securities convertible into or exchangeable or exercisable for capital stock of the Company (and the exercise, conversion, purchase, exchange or other similar price thereof). Section 5.1(b) All outstanding shares of capital stock or other equity interests of the Subsidiaries of the Company are owned by the Company, or a direct or indirect wholly-owned Subsidiary of the Company, are free and clear of all Encumbrances (other than Encumbrances described in Schedule 4.2 of the Company Disclosure Letter contains a true Letter) and complete list have been duly authorized and are validly issued, fully paid and nonassessable (except, in the case of partnerships or limited liability companies, to the extent such non-assessability may be affected by applicable Law of their jurisdictions of formation or organization). Except as of January 31set forth in this Section 4.2, 2004 of and except for stock grants or other awards granted in accordance with Section 6.1(b)(ii), there are outstanding: (IA) the number of outstanding options to purchase no shares of Common Stock Company Capital Stock, Voting Debt or other voting securities of the Company, (B) no securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for shares of Company Capital Stock, Voting Debt or other voting securities of the Company and (C) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which the Company or any Subsidiary of the Company is obligated a party or by which it is bound in any case obligating the Company or any Subsidiary of the Company to honorissue, whether through the issuance of deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of Common Company Capital Stock or otherwise, including those issued under any Voting Debt or other voting securities of the Stock Plans (each, a "Company Option"), or any Subsidiary of the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receiveCompany, or right obligating the value Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. Other than the Company Voting Agreements and the Company Stockholders Agreement, there are not any stockholder agreements, voting trusts or other agreements to which the Company or any of its Subsidiaries is determined a party or by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 which it is bound relating to the date hereof the Company has not issued voting of any shares of Common Stock except pursuant to capital stock or other equity interest of the exercise Company or any of its Subsidiaries. No Subsidiary of the Company owns any shares of Company Options and the settlement Capital Stock. As of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted has any (1) interests in a material joint venture or, directly or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock indirectly, equity securities or other securities of each of the Company's Subsidiaries is duly authorizedsimilar equity interests in any Person or (2) obligations, validly issuedwhether contingent or otherwise, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of to consummate any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only material additional investment in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or any Person other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of than its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of and its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans ventures listed on Section 5.1(h)(i) Schedule 4.2 of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇").

Capital Structure. (ia) The authorized capital stock of the Company consists of 10,000,000,000 60,000,000 shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 10,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.001 per share, of which, as of share ("Company Preferred Stock"). Of the date of this Agreement, 207,537 10,000,000 shares of Company Preferred Stock that are authorized for issuance, 1,000,000 shares have been designated as Series C A Junior Participating Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards issuance under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1October 17, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy As of the Rights Agreement date hereof, (i) 15,939,155 shares of Company Common Stock are issued and outstanding (none of which are subject to repurchase options in favor of the Company by reason of having been originally issued as restricted shares), (ii) 233,731 shares of Company Common Stock are issued and held by the Company in effect its treasury and (iii) no shares of Company Preferred Stock are issued and outstanding, or issued and held by the Company in its treasury. The Company has delivered to Parent a true, complete and correct schedule setting forth the number of shares of Company Common Stock held by each registered holder thereof as of April 16, 2004, and since such date the Company has not issued any securities (including derivative securities) except for any shares of Company Common Stock issued upon exercise of Options outstanding under the Stock Plans prior to such date. (b) As of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding regarding options to purchase shares of Company Common Stock (each an "Option") under the Company's 1993 Stock Option/Stock Issuance Plan (the "1993 Plan") or Special Non-Officer Stock Option Plan (the "1997 Plan" and collectively with the 1993 Plan, the "Stock Plans"): (i) The Company has reserved 6,200,000 shares of Company Common Stock for issuance to employees, consultants and directors pursuant to the 1993 Plan, of which (i) 1,146,632 vested shares have been issued pursuant to option exercises, (ii) 2,982,268 shares are subject to outstanding, unexercised options, and (iii) 678,893 shares remain available for issuance thereunder; (ii) The Company has reserved 675,000 shares of Company Common Stock for issuance to non-officer and non-director employees pursuant to the Company's 1997 Plan, of which (i) 61,348 vested shares have been issued pursuant to option exercises, (ii) 375,808 shares are subject to outstanding, unexercised options, and (iii) 237,844 shares remain available for issuance thereunder; and (iii) There are outstanding Share Rights Awards for the issuance of 339,897 shares of Company Common Stock, which such number of shares the Company has reserved for issuance thereunder. (c) All outstanding shares of the Company's capital stock were duly authorized, validly issued, and are fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of the DGCL, the Company's Certificate of Incorporation, Bylaws or any Contract to which the Company is obligated to honor, whether through a party or otherwise bound. None of the issuance of outstanding shares of Common Stock the Company's capital stock has been issued in violation of any federal or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Unitsstate securities laws. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is were duly authorized, validly issued, and are fully paid and nonassessable nonassessable, and all such shares (other than directors' qualifying shares in the case of foreign Subsidiaries, all of which are scheduled on Section 3.3(c) of the Company Disclosure Schedule) are owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, Company free and clear of any Lienall Liens. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there There are no preemptive or other accrued and unpaid dividends with respect to any outstanding rights, options, warrants, conversion rights, shares of capital stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries. (d) The Company Common Stock and the Rights (as such term is defined in the Rights Agreement) constitute the only classes of securities of the Company or its Subsidiaries registered or required to issue be registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (e) The Company is not a party to or sell bound by any shares agreement with respect to the voting (including voting trusts or proxies), registration under the Securities Act, or sale or transfer (including agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or "drag-along" rights) of any securities of the Company or its Subsidiaries. To the Knowledge of the Company, there are no agreements among other parties, to which the Company is not a party and by which it is not bound, with respect to the voting (including voting trusts or proxies) or sale or transfer (including agreements relating to rights of first refusal, co-sale rights or "drag-along" rights) of any securities of the Company or its Subsidiaries. (f) Except as described in this Section 3.3 or as contemplated by Sections 2.1(d) or 2.1(e), no capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations security convertible or exchangeable into or exercisable forfor such capital stock, is issued, reserved for issuance or outstanding as of the date of this Agreement. Except as described in this Section 3.3 or as contemplated by Sections 2.1(d) or 2.1(e), there are no options, preemptive rights, warrants, calls, rights, commitments or agreements of any kind to which the Company or any of its Subsidiaries is a party, or giving by which the Company or any Person a right of its Subsidiaries is bound, obligating the Company or any of it Subsidiaries to subscribe issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or accelerate the vesting of or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. Except for the Company's repurchase rights with respect to unvested shares issued under the Stock Plans, there are no rights or acquireobligations, any securities contingent or otherwise (including rights of first refusal in favor of the Company), of the Company or any of its Subsidiaries, and no securities to repurchase, redeem or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date otherwise acquire any shares of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) capital stock of the Company Disclosure Letter sets forth or any of its Subsidiaries or to provide funds to or make any investment (in the name form of each Person (other than direct and indirect wholly-owned Subsidiariesa loan, capital contribution or otherwise) in any such Subsidiary or any other Person. There are no registration rights or other agreements or understandings to which the Company or any of its Subsidiaries owns is a party or by which it or they are bound with respect to any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations capital stock of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock Subsidiaries. (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(ig) The Board of Directors of the Company Disclosure Letterhas taken all action necessary (including resolving to amend the Rights Agreement prior the date hereof, and a copy of such amendment has been provided to Parent prior to the date hereof) in order to acquire any render the Rights Agreement and the Rights inapplicable to the Merger and the other transactions contemplated by this Agreement with the effect that (A) no "Distribution Date" (as such capital stockterm is defined in the Rights Agreement) has occurred or other security or equity interest will occur as a result of the approval, execution or delivery of this Agreement or the consummation of the Merger and the other transactions contemplated hereby, (B) neither Parent nor Merger Sub has become or will be an "Acquiring Person" (as such term is defined in the Rights Agreement) solely as a result of entering into, performing the terms of or consummating the transactions contemplated by this Agreement, (C) the "Expiration Date" (as such term is defined in the Rights Agreement) will occur at the moment in time immediately prior to the occurrence of the Effective Time, and (D) the Rights Agreement will otherwise be inapplicable to Parent and Merger Sub while this Agreement is in effect with respect to performing the terms of or consummating the transactions contemplated by this Agreement. (h) Notwithstanding the proxy statement delivered by the Company to its stockholders, and any approvals obtained at or its Subsidiaries. The in connection with the Company's 2004 annual stockholders meeting, the Company does not have outstanding any bondsobligation to, debenturesand does not intend to, notes implement, establish or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of put in place the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇")'s 2004 Employee Stock Purchase Plan proposed for approval thereat.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 (i) 30,000,000 Shares and (ii) 5,000,000 shares of Common Stockpreferred stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 shares of Preferred Stock, no par value $.01 per share, of which, as of the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock PlansPreferred Stock"). At the close of business on December 13, 41,748,273 shares of Common Stock 1996: (i) 12,733,467 Shares were issued and outstanding, 1,863,190 Shares were reserved for issuance pursuant to outstanding Company Stock Options, and 4,312,500 Shares were reserved for issuance upon conversion of the DoCoMo Warrant Agreement outstanding Convertible Notes and 50,000,000 (ii) no shares of Preferred Stock were outstanding and 18,909,157 shares of Series A Junior Preferred Stock were reserved for issuance pursuant to under the Amended and Restated Rights Agreement, Agreement dated as of September 1December 12, 2002, 1990 between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement First Chicago Trust Company of New York (the "Rights Agreement"). A true and complete copy Except as set forth above, at the close of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31business on December 13, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor1996, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding no shares of capital stock or other equity securities of each G:\LEGAL\AGREEMNT\MERGER\PIONEER.4TH 6 the Company were issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company's Subsidiaries is Company are, and all shares which may be issued pursuant to the Company Stock Plan or any outstanding Company Stock Options will be, when issued, duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time not subject to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreementpreemptive rights. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreementfor $86,250,000 principal amount of Convertible Notes, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations indebtedness of the holders Company or any subsidiary of which have the Company having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with on any matters on which the stockholders of the Company on or any matter. Section 5.1(b) subsidiary of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries may vote are issued or outstanding. Except as disclosed in Section 2.2 of the Company) in which Disclosure Schedule dated the date hereof and delivered by the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended to Conseco concurrently herewith (the "▇▇▇ ▇▇▇Disclosure Schedule"), all the outstanding shares of capital stock of each subsidiary of the Company have been validly issued and are fully paid and nonassessable and are owned by the Company, by one or more subsidiaries of the Company or by the Company and one or more such subsidiaries, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens") except as may be provided by law. Except as set forth above or in Section 2.2 of the Disclosure Schedule, neither the Company nor any subsidiary of the Company has any outstanding option, warrant, subscription or other right, agreement or commitment which either (i) obligates the Company or any subsidiary of the Company to issue, sell or transfer, repurchase, redeem or otherwise acquire or vote any shares of the capital stock of the Company or any subsidiary of the Company or (ii) restricts the transfer of Shares. Except as disclosed in Section 2.2 of the Disclosure Schedule, no issued and outstanding Shares are owned by the Company's subsidiaries.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 shares of Common Stock201,000,000 Shares, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 shares of Preferred Stock, par value $.01 per share, of which, which 147,128,033 Shares were outstanding as of the date close of this Agreementbusiness on October 30, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding2015. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The As of October 30, 2015, other than 20,520,928 Shares reserved for issuance under the Stock Plan, with respect to which 13,760,875 Shares were issuable upon the exercise of outstanding Company Options (at a weighted-average exercise price of $8.050 per Share) and 557,601 Shares were subject to outstanding Company RSUs, and 672,186 Shares reserved for issuance in respect of the ESPP, the Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains sets forth a true correct and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at Company RSUs, and with respect to each such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stockaward, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31and, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to where applicable, the exercise price thereof, as of Company Options and the settlement of Common Stock Units outstanding on January 31October 30, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans2015. Each of the outstanding shares of capital stock or other equity securities of each of the Company's ’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and and, except as is not reasonably expected to have a Company Material Adverse Effect, owned by the Company or by a direct or indirect wholly-wholly owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreementabove, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, performance units, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each Except as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets set forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreementabove, there are no outstanding contractual obligations stock-appreciation rights, security-based performance units, “phantom” stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based in whole or in part on the Company or any value of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (of the Company. Upon any issuance of any Shares in accordance with the terms of the Stock Plan or options (the ESPP, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any lien, charge, pledge, security interest, claim or other encumbrance other than options issued pursuant to Company Compensation general restrictions on transfer imposed by the applicable U.S. federal securities Laws and Benefits Plans listed on Section 5.1(h)(i) the rules and regulations of the Company Disclosure LetterSEC thereunder (collectively, the “Securities Laws”) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries(each, a “Lien”). The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) For purposes of this Agreement, a wholly owned Subsidiary of the Company Disclosure Letter contains shall include any Subsidiary of the Company of which all of the shares of capital stock of such Subsidiary are owned by the Company (or a true and complete list of each Person (other than Subsidiaries wholly owned Subsidiary of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇").

Capital Structure. (ia) The authorized capital stock of the Company consists of 10,000,000,000 135,000,000 Shares, of which 36,729,865 Shares were outstanding as of the May 21, 2007, and 1,000,000 shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 shares of Preferred Stockpreferred stock, par value $.01 1.00 per shareshare (the “Preferred Stock”), of which, which no shares were outstanding as of the closing of business on the date hereof. Between May 21, 2007 and the execution of this Agreement, 207,537 shares no Shares have been issued except pursuant to the exercise of Series C Preferred Company Stock and 25,428 shares of Series E Preferred Stock are outstandingOptions in accordance with the terms thereof. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Other than 5,766,126 Shares (reduced by any Shares issued pursuant to exercise of Company Stock Options in accordance with the terms thereof since May 21, 2007) reserved for issuance under the Company’s ESPP, the Company’s 1998 Long-Term Growth Incentive Plan (the “1998 Plan”), the Company’s 1998 Non-Employee Director Stock Ownership Plan (the “1998-D Plan”) and the Company’s 2001 Stock Option and Incentive Plan (the “2001 Plan”), the Company has no Shares reserved for issuance. As of May 21, except that2007, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards the Company had 5,766,126 Shares reserved for issuance under the Company's Amended and Restated Long Term Incentive ESPP, the 1998 Plan, the 1998-D Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular2001 Plan. Section 5.1(b) 6.1.2 of the Company Disclosure Letter Schedule contains a true correct and complete list as of January 31options, 2004 of (I) the number of outstanding options performance share awards subject to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options vesting and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued restricted stock under the Stock Plans, to receiveincluding the holder, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and grant, term, number of shares of Common Stock subject thereto (Shares and, where applicable, exercise price and vesting schedule, including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to whether the date hereof vesting will be accelerated by the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date execution of this Agreement, neither Agreement or consummation of the Company nor any Merger or by termination of its Subsidiaries have granted employment or issued any Company Options or Common Stock Units. All grants change of Common Stock Units and restricted shares were made under position following consummation of the Stock PlansMerger. Each of the outstanding shares of capital stock or other securities of each of the Company's ’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31Lien except, 2003where applicable, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only director qualifying shares as required by applicable law in accordance with the certificate of incorporation of the Company in effect on the date of this Agreementany foreign jurisdiction. Except as set forth above and except for the rights (the “Rights”) that have been issued pursuant to the Shareholder Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20March 13, 2000, and amended as of December 26, 20022007, between Former Parent, the Company and DoCoMo Computershare Trust Company, N.A., as rights agent (the "DoCoMo Investor “Rights Agreement") and the DoCoMo Warrant Agreement”), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to Upon any issuance of any Shares in accordance with the date of this Agreement true and complete copies terms of the Rights AgreementStock Plans, the DoCoMo Investor Agreement such Shares will be duly authorized, validly issued, fully paid and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) nonassessable and free and clear of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its SubsidiariesLiens. 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. . (b) Section 5.1(b6.1.2(b) of the Company Disclosure Letter contains a true and complete list of Schedule sets forth (i) each Person (other than Subsidiaries of the Company) in which ’s Subsidiaries and the ownership interest of the Company ownsin each such Subsidiary, as well as the ownership interest of any other Person or Persons in each such Subsidiary and (ii) the Company’s or its Subsidiaries’ capital stock, equity interest or other direct or indirect ownership interest in any other Person other than securities in a publicly traded company held for investment by the Company or any of its Subsidiaries and consisting of less than 1% of the outstanding capital stock of such company. The Company does not own, directly or indirectly, any voting interest in any Person that may require requires an additional filing by Parent under the filing HSR Act. (c) Each Company Option (i) was granted in compliance with all applicable Laws and all of the terms and conditions of the Company Stock Plan pursuant to which it was issued, (ii) that is currently outstanding and vested has an exercise price per share of Common Stock equal to or greater than the fair market value of a report share of Common Stock on the date of such grant, (iii) that is currently outstanding and vested has a grant date identical to the date on which the Company Board or notification form by Cingular compensation committee actually awarded such Company Option, and (iv) qualifies for the tax and accounting treatment afforded to such Company Option in the Company’s Tax Returns and the Company Reports, respectively; except, in the case of clause (i), (ii) or (iii) above, for any Affiliate of Cingular under failure to have such terms that, individually or in the Hart-Scott-Rodino Antitrust Improvements Act of 1976aggregate, as amended (the "▇▇▇ ▇▇▇")would not reasonably be expected to have a Material Adverse Effect.

Capital Structure. (ia) The As of the date of this Agreement, the authorized capital stock of the Company consists of 10,000,000,000 (i) 500,000,000 shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 (ii) 50,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.01 per shareshare (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Capital Stock”). At the close of whichbusiness on October 26, 2018: 101,996,339 shares of Company Common Stock were issued and outstanding and 435,000 shares of Company Preferred Stock were issued and outstanding, which are designated as “6.00% Series A Perpetual Convertible Preferred Stock” and, as of October 26, 2018, are convertible into 32,402,059 shares of Company Common Stock, both pursuant to the Certificate of Designations filed with the Secretary of State of the State of Delaware on June 30, 2017 (the “Company Certificate of Designations”). As of the date of this Agreement, 207,537 the shares of Series C Preferred Company Common Stock issued and 25,428 outstanding include 2,351,047 shares of Series E Preferred Restricted Stock. 6,660,011 shares of Company Common Stock are outstanding. remained available for issuance pursuant to the Company Stock Plan. (b) All outstanding shares of the outstanding Shares Company Capital Stock have been duly authorized and are validly issued, fully paid and nonassessablenon-assessable and are not subject to preemptive rights. The All outstanding shares of Company has no Shares reserved for issuanceCapital Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts. As of the close of business on October 26, 2018, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended set forth in this Section 4.2 and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares Company Certificate of Series A Preferred Stock reserved for issuance pursuant Designations, there are no outstanding options, warrants or other rights to the Amended and Restated Rights Agreementsubscribe for, dated as of September 1, 2002, between purchase or acquire from the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options Capital Stock or Common securities convertible into or exchangeable or exercisable for Company Capital Stock Units(and the exercise, conversion, purchase, exchange or other similar price thereof). All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and of the Company that are owned by the Company Company, or by a direct or indirect wholly-owned Subsidiary of the Company, are free and clear of any Lienall Encumbrances, other than Permitted Encumbrances, and have been duly authorized and are validly issued, fully paid and non-assessable. As of December 31, 2003, the aggregate Liquidation Preference Except for the Series C Preferred Stock or as set forth in this Section 4.2, and Series E Preferred Stock is $291 million except for changes since October 26, 2018 resulting from the exercise of stock options outstanding at such date (and such Liquidation Preference may vary from time to time only the issuance of shares thereunder), or stock grants or other awards granted in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant AgreementSection 6.1(b)(ii), there are outstanding: (A) no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other Company Capital Stock, (B) no Voting Debt, (C) no securities of the Company or any Subsidiary of its Subsidiaries or any securities or obligations the Company convertible into or exchangeable into or exercisable forfor shares of Company Capital Stock or Voting Debt, and (D) no options, warrants, calls, rights (including preemptive rights), commitments or giving any Person a right agreements to subscribe for or acquire, any securities of which the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) Subsidiary of the Company Disclosure Letter sets forth is a party or by which it is bound in any case obligating the name Company or any Subsidiary of each Person (the Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of Company Capital Stock or any Voting Debt or other voting securities of the Company, or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. Other than direct and indirect wholly-owned Subsidiaries) in the Stockholders’ Agreement, there are not any stockholder agreements, voting trusts or other agreements to which the Company or any of its Subsidiaries owns is a party or by which it is bound relating to the voting of any shares of the Company Capital Stock or any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the Company’s Subsidiaries. As of the date of this Agreement Agreement, the Company has no (1) material joint venture or other similar material equity interests in each case any Person or (2) obligations, whether contingent or otherwise, to consummate any material additional investment in any Person other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans its joint ventures listed on Section 5.1(h)(i) Schedule 4.2 of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇").

Capital Structure. (i) The authorized capital stock of the Company AIC consists of 10,000,000,000 35,000,000 shares of AIC Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 15,000,000 shares of AIC Preferred Stock. At the close of business on June 30, par value $.01 per share, of which, as of the date of this Agreement, 207,537 1999: (i) 5,585,697 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of AIC Common Stock were issued and outstanding; (ii) 868,869 shares were reserved for issuance pursuant to outstanding employee or director stock options granted under the DoCoMo Warrant Agreement and 50,000,000 AIC's employee stock option plans (the "AIC Stock Options"); (iii) 1,000,067 shares of Series A Preferred Stock were reserved for issuance pursuant to upon the Amended and Restated Rights Agreement, dated as exchange of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement units of limited partnership (the "Rights AgreementOP Units") in Asset Investors Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"). A true ; and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b(iv) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase no shares of Common AIC Preferred Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock had been designated or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Unitsissued. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each AIC are, and all shares thereof which may be issued without violating this Agreement (including, without limitation, all shares of AIC Common Stock to be issued pursuant to the Company's Subsidiaries is Merger) will be, when issued, duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time not subject to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreementpreemptive rights. Except as set forth above in this Section 3.3(b), and pursuant to except for changes since June 30, 1999 resulting from the Rights Agreement and issuance of shares of AIC Common Stock (x) upon the Amended and Restated Investor Agreement, dated exercise of AIC Stock Options outstanding as of December 20June 30, 2000, and amended 1999 or (y) upon the redemption of OP Units outstanding as of December 26June 30, 2002, between Former Parent, the Company and DoCoMo 1999 (the "DoCoMo Investor Agreement"i) and the DoCoMo Warrant Agreement, there are no preemptive not issued, reserved for issuance or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell (A) any shares of capital stock or other voting securities of the Company AIC, (B) any securities of AIC or any AIC Subsidiary convertible into or exchangeable or exercisable for shares of its Subsidiaries capital stock or voting securities of AIC, (C) any warrants, calls, options or other rights to acquire from AIC or any AIC Subsidiary, and any obligation of AIC or any AIC Subsidiary to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of AIC or any AIC Subsidiary, and (ii) there are no outstanding obligations of AIC or any AIC Subsidiary to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. There are no outstanding (A) securities of AIC or any AIC Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other voting securities in any AIC Subsidiary, (B) warrants, calls, options or other rights to acquire from AIC or any AIC Subsidiary, and any obligation of AIC or any AIC Subsidiary to issue, any capital stock, voting securities or other ownership interests in, or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity capital stock, voting securities or similar interest ownership interests in, any corporation, partnership, joint venture AIC Subsidiary or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iiiC) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company AIC or any of its Subsidiaries AIC Subsidiary to repurchase, redeem or otherwise acquire any capital stock (such outstanding securities of AIC Subsidiaries or options (other to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Other than options issued pursuant to Company Compensation as set forth in the certificate of incorporation of AIC and Benefits Plans listed on Section 5.1(h)(i) the Agreement of Limited Partnership of the Company Disclosure Letter) Operating Partnership, neither AIC nor any AIC Subsidiary is a party to acquire any such capital stock) agreement restricting the transfer of, relating to the voting of or other security or equity interest granting any preemptive or, except as provided by the terms of the Company or its Subsidiaries. The Company does not have outstanding AIC Stock Options, antidilutive rights with respect to, any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of type referred to in the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇")two preceding sentences.

Capital Structure. (ia) The authorized capital stock of the Company consists of 10,000,000,000 100,000,000 shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 5,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.01 per shareshare (the “Company Preferred Stock” and together with the Company Common Stock, the “Company Capital Stock”). At the close of whichbusiness on December 31, 2016, (i) 32,240,404 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Preferred Stock were issued and outstanding, (iii) 4,485,836 shares of Company Common Stock were reserved and available for issuance pursuant to the Company Stock Plans and (iv) 612,813 shares of Company Common Stock were reserved for issuance under the Company Employee Stock Purchase Plan (the “Company ESPP”). At the close of business on December 31, 2016, there were (A) 819,764 shares issuable upon settlement of outstanding Company RSUs and (B) 97,912 shares potentially issuable under outstanding Company PSUs. Except as set forth in this Section 4.03(a), at the close of business on December 31, 2016, no shares of capital stock or voting securities of, or other equity interests in, the Company were issued, reserved for issuance or outstanding. From the close of business on December 31, 2016 to the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares there have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and issuances by the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or voting securities of, or other equity interests in, the Company, other than the issuance of Company Common Stock upon the settlement of Company RSUs or Company PSUs outstanding at the close of business on December 31, 2016 and in accordance with their terms in effect at such time. Except as set forth above in this Section 4.03(a), there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock of the Company or any Company Subsidiary or any securities of each the Company or any Company Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary, (y) any warrants, calls, options or other rights to acquire from the Company or any Company Subsidiary, or any other obligation of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary or (z) any rights issued by or other obligations of the Company or any Company Subsidiary that are linked in any way to the price of any class of Company Capital Stock or any shares of capital stock of any Company Subsidiary, the value of the Company's Subsidiaries is , any Company Subsidiary or any part of the Company or any Company Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of the Company or any Company Subsidiary (whether payable in cash, stock or otherwise). (b) All outstanding shares of Company Common Stock are, and all shares of Company Common Stock that may be issued upon the settlement of Company RSUs and Company PSUs or the Company ESPP, will be, at the time of issuance, duly authorized, validly issued, fully paid and nonassessable and owned by not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003Charter, the aggregate Liquidation Preference Company By-laws or any Contract to which the Company is a party or otherwise bound. Except for the Series C Preferred acquisitions, or deemed acquisitions, of Company Common Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation or other equity securities of the Company in effect on connection with (i) required tax withholding in connection with the date vesting or settlement of this Agreement. Except as set forth above Company RSUs or Company PSUs and the vesting or delivery of other awards pursuant to the Rights Agreement Company Stock Plans and the Amended (ii) forfeitures of Company RSUs and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant AgreementPSUs, there are no preemptive or other not any outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its the Company Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) voting securities or other security or equity interest interests of the Company or its Subsidiariesany Company Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of the last sentence of Section 4.03(a). The Company does not have outstanding any There are no debentures, bonds, debentures, notes or other obligations Indebtedness of the holders Company or of which have any Company Subsidiary having the right to vote (or convertible into or exercisable for securities having the right to vote) with the on any matters on which stockholders of the Company on or any matterCompany Subsidiary may vote (“Company Voting Debt”). Section 5.1(b) Neither the Company nor any of the Company Disclosure Letter contains Subsidiaries is a true and complete list party to any voting agreement with respect to the voting of each Person (any capital stock or voting securities of, or other than Subsidiaries equity interests in, the Company or any Company Subsidiary. Neither the Company nor any of the CompanyCompany Subsidiaries is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of the Company or any of the Company Subsidiaries. There are no stockholder rights plans (or similar plans containing any aspects commonly referred to as a “poison pill”) in under which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act Company Subsidiaries is or may become obligated to sell or otherwise issue any shares of 1976, as amended (the "▇▇▇ ▇▇▇")capital stock or any other securities.

Capital Structure. (ia) The authorized capital stock of the Company consists of 10,000,000,000 510,000,000 shares of Company Common Stock and 100,000,000 shares of preferred stock, $0.01 par value per share (“Company Preferred Stock”). At the close of business on April 17, 2026, (i) 55,241,098 shares of which, as Company Common Stock (including 286,751 shares of January 31, 2004, 2,719,301,543 shares are Company Restricted Stock) were issued and outstanding, and 1,000,000,000 (ii) no shares of Company Preferred StockStock were issued and outstanding, par value $.01 per share(iii) 198,549 shares of Company Common Stock were subject to issuance upon settlement and vesting of Company Deferred Stock Units (assuming target levels of performance are achieved), and (iv) 1,516,640 shares of which, as Company Common Stock were reserved for issuance of future awards under the Company Equity Incentive Plan. From such date through the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Company Common Stock except pursuant to or other equity interests of the exercise Company or established a record date for, declared, set aside for payment or paid any dividend on, or made any other distribution in respect of, any shares of Company Options and Common Stock or other equity interests of the Company, except for the issuance of shares of Company Common Stock upon settlement of Common Stock Units Company Equity Awards outstanding on January 31, 2004 such date in accordance with their termsthe terms thereof. From January 31, 2004 through the date No Company Subsidiary owns any shares of this Agreement, neither the Company nor any of its Subsidiaries have granted or Common Stock. (b) (i) All issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is Company are duly authorized, validly issued, fully paid and nonassessable and owned by were issued in accordance with the Company or by a direct or indirect wholly-owned Subsidiary Organizational Documents of the Company, free were issued in all material respects in compliance with applicable Law and clear were not issued in violation of any Lien. As preemptive rights, rights of December 31first refusal or similar rights, 2003(ii) no class of capital stock is entitled to preemptive rights, rights of repurchase or forfeiture, rights of participation, rights of maintenance or any similar rights; (iii) all shares of Company Common Stock reserved for issuance pursuant to awards outstanding under the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only Company Equity Incentive Plan, shall be, when issued, in all material respects, issued in accordance with the certificate of incorporation Organizational Documents of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended respective terms thereof, duly authorized, validly issued, fully paid and Restated Investor Agreementnon-assessable, dated as were issued in all material respects in compliance with applicable Law and free of December 20preemptive rights, 2000rights of repurchase or forfeiture, rights of participation, rights of maintenance or any similar rights; and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement"iv) and the DoCoMo Warrant Agreement, there are no preemptive outstanding bonds, debentures, notes or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities Indebtedness of the Company having the right to vote (or any of its Subsidiaries or any securities or obligations convertible into, or exchangeable into or exercisable for, or giving any Person a securities having the right to subscribe for or acquire, vote) on any securities matter on which holders of the Company Common Stock may vote or other equity holders of any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendedSubsidiary may vote. (iic) Section 5.1(b4.3(c) of the Company Disclosure Letter sets forth a true and complete list of all outstanding Company Equity Awards as of April 17, 2026 on an individual-by-individual basis, including the name of the Person to whom such Company Equity Awards have been granted, the number of shares of Company Common Stock subject to each Person Company Equity Award (other than direct for Company Deferred Stock Units, reflected at target and indirect wholly-owned Subsidiaries) maximum levels), the date on which such Company Equity Award was granted, and the amount of any accrued but unpaid dividend equivalent rights relating to such Company Equity Award. All shares of Company Common Stock to be issued pursuant to, or in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest inrespect of, any corporationCompany Equity Award shall be, partnershipwhen issued, joint venture or other business as duly authorized, validly issued, fully paid, nonassessable and free of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) preemptive rights. Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed Equity Awards set forth on Section 5.1(h)(i4.3(b) of the Company Disclosure Letter) to acquire any such capital stock) , there are no other equity or equity-based awards or other security rights with respect to the Company Common Stock issued and outstanding under the Company Equity Incentive Plan or equity interest otherwise, and no such awards or rights have been promised or authorized, in each case, as of the date hereof. All Company Equity Awards were (i) granted, accounted for, reported and disclosed in accordance with applicable Law and accounting rules and (ii) granted in accordance with the terms of the Company or its Subsidiaries. The Company does not have Equity Incentive Plan. (d) All of the issued and outstanding any bonds, debentures, notes or other obligations the holders shares of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders capital stock of each of the Company on Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable and were issued in accordance with the Organizational Documents of such Company Subsidiary and were not issued in violation of any matterpreemptive rights, rights of first refusal or similar rights. Section 5.1(b) All equity interests in each of the Company Disclosure Letter contains Subsidiaries that is a true limited partnership or limited liability company, are duly authorized and complete list validly issued and were issued in accordance with the Organizational Documents of each Person (other than Subsidiaries such Company Subsidiary and were not issued in violation of the Company) in which the any preemptive rights, rights of first refusal or similar rights. The Company owns, directly or indirectly, any voting interest beneficially and of record, all of the issued and outstanding capital stock and other ownership interests of each of the Company Subsidiaries, free and clear of all Liens and transfer restrictions, except for Company Permitted Liens and for Liens and transfer restrictions of general applicability as may be provided under the Securities Act or other applicable securities laws. (e) Other than the Company Equity Awards and pursuant to the Company Equity Incentive Plan (including in connection with the satisfaction of withholding Tax obligations pursuant to certain awards outstanding under a Company Equity Incentive Plan in the event that may require the filing grantees fail to satisfy withholding Tax obligations) and the Organizational Documents of a report the Company and the Company Subsidiaries, there are no securities convertible or notification form exchangeable into, or the value of which is measured by Cingular reference to, equity securities of the Company or any Affiliate Company Subsidiary, including any outstanding subscriptions, securities, options, warrants, calls, rights, profits interests, share appreciation rights, phantom stock, convertible securities, rights of Cingular under first refusal or other similar rights, agreements, arrangements, undertakings or commitments of any kind to which the Hart-Scott-Rodino Antitrust Improvements Act Company or any of 1976the Company Subsidiaries is a party or by which any of them is bound obligating the Company or any of the Company Subsidiaries to (i) issue, deliver, transfer or sell or create, or cause to be issued, delivered, transferred, sold or created any additional shares of capital stock or other equity interests or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, (ii) issue, grant, extend or enter into any such subscriptions, options, warrants, calls, rights, profits interests, stock appreciation rights, phantom stock, convertible securities, rights of first refusal or other similar rights, agreements, arrangements, undertakings or commitments or (iii) redeem, repurchase or otherwise acquire any such shares of capital stock or other equity interests. (f) Other than pursuant to the Organizational Documents of the Company and the Company Subsidiaries, neither the Company nor any Company Subsidiary is a party to or, to the Knowledge of the Company, bound by any agreements or understandings concerning the voting (including voting trusts and proxies) or registration of any capital stock or other equity interest of the Company or any of the Company Subsidiaries. The Company has no accrued and unpaid dividends with respect to any outstanding capital stock (other than with respect to Company Equity Awards as amended (disclosed on Section 4.3(b) of the "▇▇▇ ▇▇▇"Disclosure Schedule). (g) None of the Company nor any Company Subsidiary has any “poison pill” or similar stockholder rights plan or similar Contracts in effect. (h) All outstanding Company Equity Awards were validly issued and properly approved by the Company Board (or a duly authorized committee or subcommittee thereof) in compliance with all applicable Law and recorded on the Company’s financial statements in accordance with GAAP.

Capital Structure. (ia) The authorized capital stock of the Company consists of 10,000,000,000 800,000,000 shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 200,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.01 per shareshare (the “Company Preferred Stock” and, of whichcollectively with the Company Common Stock, as the “Company Capital Stock”). As of the date of this Agreementhereof (except as otherwise specified herein), 207,537 (i) 139,296,456 shares of Series C Preferred Company Common Stock were issued and 25,428 outstanding (which excludes 90,223 shares of Series E Preferred issued and outstanding Trust Stock), (ii) 1,164,806 Restricted Stock are awards were issued and outstanding and (iii) 111,092 Deferred Stock Awards were issued and outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Company Capital Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is are duly authorized, validly issued, fully paid and nonassessable and were not issued in violation of any preemptive, first refusal, first offer or similar rights. Except as set forth in this Section 4.4(a), there is no other outstanding capital stock or voting securities of the Company. As of the date hereof, the Company has not sold any shares of Company Capital Stock on a forward basis or entered into any Contracts relating to a forward equity sale transaction with respect to shares of Company Capital Stock. As of the date hereof, there were no accrued dividend equivalents credited participant accounts under the Deferred Compensation Plan. As of the date hereof, no shares of Company Preferred Stock are issued or outstanding. (b) Schedule 4.4(b) of the Company Disclosure Letter sets forth for the following information with respect to outstanding Company Compensatory Awards: (i) the name of the holder thereof; (ii) the number of shares of Restricted Stock and the number of Deferred Stock Awards; and (iii) the date of the issuance thereof. (c) Holdings is the sole general partner of the Partnership. As of the date hereof, (i) 12,222 GP Units of the Partnership, 139,842,931.98 Common Partnership Units and 35,242 Preferred Partnership Units were issued and outstanding, (ii) each such Common Partnership Unit and Preferred Partnership Unit is redeemable in accordance with the Partnership Agreement in exchange for one share of Company Common Stock or cash, at the Company’s election, and (iii) no Partnership Units are held by any Subsidiary of the Company other than Holdings as set forth on Schedule 4.4(c) of the Company Disclosure Letter. Schedule 4.4(c) of the Company Disclosure Letter sets forth a list as of the date hereof of all holders of the GP Units, Common Partnership Units and the Preferred Partnership Units and the number and type of such units held by each such holder. Other than the foregoing, as of the date hereof, no other Partnership Interests (as defined in the Partnership Agreement) or other equity interests in the Partnership are issued and outstanding. The GP Units of the Partnership, Common Partnership Units and the Preferred Partnership Units, in each case that are owned by the Company, Holdings and any other Subsidiary of the Company, are free and clear of any Liens, other than any transfer and other restrictions under the Partnership Agreement. (d) All of the outstanding shares of capital stock of each Subsidiary of the Company that is a corporation are duly authorized, validly issued, fully paid and nonassessable and were not issued in violation of any preemptive, first refusal, first offer or by similar rights. All of the outstanding equity interests in each Subsidiary of the Company that is a direct partnership or indirect wholly-owned limited liability company are duly authorized and validly issued and were not issued in violation of any preemptive, first refusal, first offer or similar rights. All outstanding shares of capital stock of, or equity interests in, any Subsidiary of the Company that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and nonassessable, as applicable, and will not be issued in violation of any preemptive, first refusal, first offer or similar rights. Except as provided in Section 4.4(c), and except as set forth in Schedule 4.4(d) of the Company Disclosure Letter, the Company owns, directly or indirectly, all of the issued and outstanding capital stock of, or equity interests in, each Subsidiary of the Company, free and clear of any Lienall Liens, other than Permitted Liens, and free of preemptive rights. As of December 31, 2003, The Acquired Companies’ equity interests in the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except Minority Equity Joint Ventures (as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(iSchedule 4.1(d)(iii) of the Company Disclosure Letter) to acquire any such capital stockare held by the applicable Acquired Company free and clear of all Liens, other than Permitted Liens, were duly authorized and validly issued, and are fully paid, nonassessable (as applicable) or other security or equity interest and free of the Company or its Subsidiaries. The Company does not have outstanding any preemptive rights. (e) There are no bonds, debentures, notes or other obligations the holders of which have the right to vote Indebtedness having voting rights (or convertible into or exercisable for securities having the right to votesuch rights) with the stockholders of the Company on any matterAcquired Companies (“Voting Debt”) issued and outstanding. Except as provided in Section 5.1(b4.4(a) and Section 4.4(c), and except as set forth in Schedule 4.4(e) of the Company Disclosure Letter contains Letter, there are no outstanding subscriptions, securities, options, warrants, calls, rights, profits interests, stock appreciation rights, phantom stock, convertible securities, preemptive rights, anti-dilutive rights, rights of first refusal or other similar rights, agreements, arrangements, undertakings or commitments of any kind to which the Acquired Companies is a true party or by which any of them is bound obligating any of the Acquired Companies to (i) issue, transfer or sell or create, or cause to be issued, transferred or sold or created any additional shares of capital stock or other equity interests or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of any of the Acquired Companies or securities convertible into or exchangeable for such shares or equity interests, (ii) issue, grant, extend or enter into any such subscriptions, options, warrants, calls, rights, profits interests, stock appreciation rights, phantom stock, convertible securities or other similar rights, agreements, arrangements, undertakings or commitments, or (iii) redeem, repurchase or otherwise acquire any such shares of capital stock, Voting Debt or other equity interests. (f) None of the Acquired Companies is a party to or bound by any Contracts concerning the voting (including voting trusts and complete list proxies) of each Person (any capital stock or other than Subsidiaries equity interests of any of the Acquired Companies or that restricts the transfer of the capital stock or other equity interests of any of the Acquired Companies. Except as set forth at Schedule 4.4(f) of the Company Disclosure Letter, none of the Acquired Companies has granted any registration rights on the capital stock or other equity interests of any of the Acquired Companies. No Company Capital Stock is owned by any Subsidiary of the Company. (g) in which The Company does not have a “poison pill” or similar stockholder rights plan. (h) All dividends or other distributions on the Company ownsCapital Stock and Partnership Units, directly and any dividends or indirectlyother distributions on any securities of any Subsidiary of the Company, which have been authorized or declared prior to the date hereof, have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). (i) Except as set forth in Schedule 4.4(i) of the Company Disclosure Letter, the Company has not exempted any voting interest that may require Person from, or increased, the filing of a report “Ownership Limit” (as defined in the Company Charter) or notification form by Cingular established or any Affiliate of Cingular increased an excepted holder limit under the Hart-Scott-Rodino Antitrust Improvements Act Company Charter. (j) As of 1976the date of this Agreement, as amended (there is no outstanding Indebtedness for borrowed money of the "▇▇▇ ▇▇▇")Acquired Companies in excess of $5,000,000 in principal amount in the aggregate, other than Indebtedness identified in Schedule 4.4(j) of the Company Disclosure Letter.

Capital Structure. (ia) The authorized shares of capital stock of the Company consists of 10,000,000,000 900,000,000 shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 100,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.01 per shareshare (“Company Preferred Stock” and, of whichtogether with the Company Common Stock, as the “Company Capital Stock”). As of the date close of this Agreementbusiness on September 12, 207,537 2025 (the “Capitalization Date”), (i) 220,948,424 shares of Series C Company Common Stock were issued and outstanding, including 107,445 Company Restricted Shares, (ii) no shares of Company Preferred Stock were issued and 25,428 outstanding and (iii) 866,693 shares of Series E Preferred Company Common Stock are outstandingwere reserved and available for future issuance pursuant to outstanding Company Options. All of the outstanding Shares have been shares of Company Capital Stock are duly authorized and are authorized, validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under From the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of Capitalization Date until the date of this Agreement has Agreement, no shares of Company Common Stock, Company Preferred Stock or Company Options have been made available to Cingularissued, awarded or granted other than such shares of Company Common Stock issued in connection with the vesting of Company Compensatory Awards or the redemption or conversion of any Operating Partnership Common Units or any Operating Partnership Compensatory Award. Except as set forth in this Section 5.1(b4.4(a), there is no other outstanding Company Capital Stock as of the close of business on the Capitalization Date. (b) Section 4.4(b) of the Company Disclosure Letter contains a true and complete list sets forth the following information with respect to outstanding Company Compensatory Awards as of January 31, 2004 the close of business on the Capitalization Date: (I1) the name (or employee identification number) of the holder thereof; (2) the number of outstanding options to purchase shares of Company Common Stock which issuable thereunder; (3) the Company is obligated to honor, whether through grant date; (4) the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans expiration date (each, a "Company Option"if any), ; (5) the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price (if any); and (II6) with respect to a Company Option, whether such Company Option is intended to constitute an “incentive stock option” within the number meaning of outstanding rightsSection 422 of the Code. (c) The Company is the sole general partner of the Operating Partnership and is the legal and beneficial owner of, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference and has good and valid title to, shares all of the general partnership interests in the Operating Partnership and 220,948,424 Operating Partnership Common StockUnits, in each case free and clear of any Liens other than transfer and other restrictions under applicable federal and state securities Laws. As of the Capitalization Date, (i) 232,005,926 Operating Partnership Common Units were issued and outstanding, (ii) no Operating Partnership Preferred Units were issued and outstanding, (iii) 8,778,743 Operating Partnership LTIP Units were issued and outstanding or subject to issuance (assuming that, for purposes of any such Operating Partnership LTIP Units that are subject to performance-based vesting criteria, that the applicable performance metrics are achieved at “maximum” levels), and (iv) 14,524,750 Operating Partnership AOLTIP Units were issued and outstanding or subject to issuance (assuming that, for purposes of any such Operating Partnership AOLTIP Units that are subject to performance-based vesting criteria, that the applicable performance metrics are achieved at “maximum” levels). As of the Capitalization Date, the date Company owned 220,948,424 Operating Partnership Common Units, corresponding to 95.2% of grant the total issued and number outstanding Operating Partnership Common Units. As of shares the Capitalization Date, the limited partners of the Operating Partnership other than the Company owned 11,057,502 Operating Partnership Common Stock subject thereto (including without limitation restricted stock units) (each a "Units, corresponding to 4.8% of the total issued and outstanding Operating Partnership Common Stock Unit"Units. All of the outstanding Operating Partnership Units are duly authorized, validly issued, fully paid and nonassessable. Except as set forth in this Section 4.4(c), there are no other outstanding Operating Partnership Units as of the close of business on the Capitalization Date. From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through Capitalization Date until the date of this Agreement, neither no Operating Partnership Common Units, Operating Partnership Preferred Units, Operating Partnership LTIP Units or Operating Partnership AOLTIP Units have been issued, awarded or granted other than such units issued in connection with the conversion or redemption of Operating Partnership Compensatory Awards. (d) Section 4.4(d)(i) of the Company nor any Disclosure Letter sets forth the following information with respect to the Operating Partnership Common Units owned by each Person as of its Subsidiaries have granted or issued any Company Options or Common Stock the close of business on the Capitalization Date: (1) the name of the holder thereof, and (2) the number of Operating Partnership Units held by each holder thereof and the corresponding percentage of total Operating Partnership Units. Section 4.4(d)(ii) of the Company Disclosure Letter sets forth the following information with respect to outstanding Operating Partnership Compensatory Awards as of the close of business on the Capitalization Date: (1) the name (or employee identification number) of the holder thereof; (2) the number and type of units underlying the Operating Partnership Compensatory Awards (assuming that, for purposes of any such Operating Partnership Compensatory Awards that are subject to performance-based vesting criteria, that the applicable performance metrics are achieved at “maximum” levels); (3) the grant date; (4) the expiration date (if any); and (5) the unit participation threshold (if any). (e) All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each Subsidiary of the Company's Subsidiaries Company (other than the Operating Partnership) that is a corporation are duly authorized, validly issued, fully paid and nonassessable and owned by no class of shares of stock were issued in violation of any preemptive, first refusal or first offer rights. All of the Company or by a direct or indirect wholly-owned outstanding equity interests in each Subsidiary of the Company, free Company that is a partnership or limited liability company are duly authorized and clear validly issued and were not issued in violation of any Lienpreemptive, first refusal or first offer rights. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other All outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock of, or other securities equity interests in, each Subsidiary of the Company that may be issued upon exercise of outstanding options or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such exchange rights are authorizedduly authorized and, issued or outstandingupon issuance will be validly issued, fully paid and nonassessable, as applicable. The Company has made available to Cingular prior Except with respect to the date of this Agreement true Operating Partnership and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets set forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i4.4(e) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any all of the issued and outstanding capital stock of, or equity interests in, each Subsidiary of the Company (other than the Operating Partnership) and has good and valid title thereto, free and clear of all Liens, other than Permitted Encumbrances, and free of preemptive, first refusal or first offer rights. (f) As of the close of business on the Capitalization Date, there are no bonds, debentures, notes or other Indebtedness having general voting interest that may require rights (or convertible into securities having such rights) of the filing Acquired Companies (“Voting Debt”) issued and outstanding. Except for Company Compensatory Awards set forth in Section 4.4(a) of a report or notification form by Cingular or any Affiliate the Company Disclosure Letter and the Operating Partnership Compensatory Awards set forth in Section 4.4(c)(ii) of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976Company Disclosure Letter, as amended of the close of business on the Capitalization Date (and shares of Company Common Stock, Operating Partnership LTIP Units, Operating Partnership AOLTIP Units or Operating Partnership Common Units issuable on the "▇▇▇ ▇▇▇"exercise, vesting or conversion thereof, as applicable), there are no outstanding subscriptions, securities options, warrants, calls, rights, profits interests, stock appreciation rights, phantom stock, convertible securities, preemptive rights, anti-dilutive rights, rights of first refusal or other similar rights, agreements, arrangements, undertakings or commitments of any kind to which the Acquired Companies is a party or by which any of them is bound obligating any of the Acquired Companies to (i) issue, transfer or sell or create, or cause to be issued, transferred or sold or created any additional shares of capital stock or other equity interests or phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of any of the Acquired Companies or securities convertible into or exchangeable for such shares or equity interests, (ii) issue, grant, extend or enter into any such subscriptions, options, warrants, calls, rights, profits interests, stock appreciation rights, phantom stock, convertible securities or other similar rights, agreements, arrangements, undertakings or commitments, or (iii) redeem, repurchase or otherwise acquire any such shares of capital stock, Voting Debt or other equity interests. (g) None of the Acquired Companies are party to or bound by any Contracts concerning the voting (including voting trusts and proxies) of any capital stock or equity interests of any of the Company Parties that restricts the transfer of any capital stock or equity of the Acquired Companies. Except as set forth in Section 4.4(g) of the Company Disclosure Letter, none of the Acquired Companies has granted any registration rights on Company Capital Stock or Operating Partnership Units. No Company Common Stock is owned by any Subsidiary of the Company. (h) The Company does not have a “poison pill” or similar stockholder rights plan. (i) All dividends or other distributions on the Company Common Stock and any material dividends or other distributions on any securities of any Subsidiary of the Company, which have been authorized or declared prior to the date hereof, have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable).

Capital Structure. (ia) The As of the date of this Agreement, the authorized capital stock of the Company consists of 10,000,000,000 (i) 300,000,000 shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 (ii) 10,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.001 per shareshare (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Capital Stock”). At the close of business on October 16, 2020: (A) 196,305,223 shares of Company Common Stock were issued and outstanding and no shares of Company Preferred Stock were issued and outstanding; (B) the shares of Company Common Stock issued and outstanding include 1,763,753 subject to Company Restricted Stock Awards granted under the Company Stock Plan; and (C) 4,018,437 shares of Company Common Stock remained available for issuance pursuant to the Company Stock Plan, of which, as which 488,888 shares (assuming satisfaction of applicable performance goals at the date target level) or 1,466,664 shares (assuming satisfaction of this Agreement, 207,537 applicable performance goals at the maximum level) of Company Common Stock were available for issuance pursuant to outstanding Company Performance Unit Awards. (b) All outstanding shares of Series C Preferred Company Common Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and non-assessable and are not subject to preemptive rights. All outstanding shares of Company Common Stock have been issued and granted in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in applicable contracts (including the Company Stock Plan). As of the close of business on October 16, 2020, except as set forth in this Section 4.2, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company or any of its Subsidiaries any capital stock of the Company or securities convertible into or exchangeable or exercisable for capital stock of the Company (and the exercise, conversion, purchase, exchange or other similar price thereof). All outstanding shares of capital stock or other equity interests of the Subsidiaries of the Company are owned by the Company, or a direct or indirect wholly-owned Subsidiary of the Company, are free and clear of all Encumbrances and have been duly authorized, validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, Except as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described set forth in this Agreement (Section 4.2, and except for stock grants or other awards granted since the "Rights Agreement"). A true and complete copy close of the Rights Agreement as in effect as of business on October 16, 2020 to the date of this Agreement has been made available to Cingular. or following the execution of this Agreement in accordance with Section 5.1(b6.1(b)(ii), there are outstanding: (A) no shares of Company Capital Stock, Voting Debt or other voting securities of the Company, (B) no securities of the Company Disclosure Letter contains a true and complete list as or any Subsidiary of January 31, 2004 of (I) the number of outstanding options to purchase Company convertible into or exchangeable or exercisable for shares of Common Stock Company Capital Stock, Voting Debt or other voting securities of the Company and (C) no options, warrants, subscriptions, calls, rights (including preemptive and appreciation rights), commitments or agreements to which the Company or any Subsidiary of the Company is obligated a party or by which it is bound in any case obligating the Company or any Subsidiary of the Company to honorissue, whether through the issuance of deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of Common Company Capital Stock or otherwise, including those issued under any Voting Debt or other voting securities of the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receiveCompany, or right obligating the value Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, subscription, call, right, commitment or agreement. There are no stockholder agreements, voting trusts or other agreements to which the Company or any of its Subsidiaries is determined a party or by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 which it or they are bound relating to the date hereof the Company has not issued voting of any shares of Common Stock except pursuant to capital stock or other equity interest of the exercise Company or any of its Subsidiaries. No Subsidiary of the Company owns any shares of Company Options and the settlement Capital Stock. (c) As of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted has any (1) interests in a material joint venture or, directly or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock indirectly, equity securities or other securities of each of the Company's Subsidiaries is duly authorizedsimilar equity interests in any Person or (2) obligations, validly issuedwhether contingent or otherwise, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of to consummate any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only material additional investment in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or any Person other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of than its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of and its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans ventures listed on Section 5.1(h)(iSchedule 4.2(c) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇").

Capital Structure. (ia) The authorized capital stock of the Company consists of 10,000,000,000 400,000,000 shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstandingpar value $0.001 per share (“Company Common Stock”), and 1,000,000,000 20,000,000 shares of Preferred Stock, par value $.01 0.001 per shareshare (together with Company Common Stock, “Company Capital Stock”). At the close of whichbusiness on December 16, 2022 (the “Company Capitalization Date”), (i) 40,329,925 shares of Company Common Stock were issued and outstanding (including 668,563 Company Restricted Shares), (ii) 811,374 shares of Company Common Stock were reserved and available for issuance pursuant to the Company Warrant Certificate, (iii) 8,383,647 shares of Company Common Stock were reserved and available for issuance pursuant to the Company Stock Plans, including 5,231,467 shares of Company Common Stock issuable upon the exercise of outstanding Company Stock Options (whether or not presently exercisable and, solely for Company Stock Options subject to performance goals, assuming full achievement of the applicable performance goals). In addition, there are 779,800 shares of Company Common Stock that are reserved and available for issuance pursuant to the Company ESPP as of the Company Capitalization Date. As of the date of this Agreement, 207,537 no outstanding offering periods have commenced under the Company ESPP. Except as set forth in this Section 5.03(a), at the close of business on the Company Capitalization Date, no shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of capital stock or voting securities of, or other equity interests in, the outstanding Shares have been duly authorized and are validly Company were issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to or outstanding. From the DoCoMo Warrant Agreement and 50,000,000 shares close of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between business on the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available Capitalization Date to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither there have been no issuances by the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or voting securities of, or other securities equity interests in, the Company, other than the issuance of each Company Common Stock upon the exercise of the Company's Subsidiaries is Company Stock Options outstanding at the close of business on the Company Capitalization Date. (b) All outstanding shares of Company Capital Stock are, and, at the time of issuance, all such shares that may be issued upon the exercise of Company Stock Options will be, duly authorized, validly issued, fully paid and nonassessable and owned by not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003Charter, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time Company Bylaws or any Contract to time only in accordance with the certificate of incorporation of which the Company in effect on the date of this Agreementis a party or otherwise bound. Except as set forth above and pursuant to in this Section 5.03 or resulting from the Rights Agreement exercise of Company Stock Options (and the Amended and Restated Investor Agreementissuance of shares of Company Capital Stock thereunder), dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant or stock grants or other awards granted in accordance with this Agreement, there are no preemptive issued, reserved for issuance or other outstanding, and there are no outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities obligations of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (i) any capital stock of its Subsidiaries the Company or any securities Company Subsidiary or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest Subsidiary convertible into or exchangeable or exercisable for any shares of capital stock or voting securities of, or other equity or similar interest interests in, the Company or any corporationCompany Subsidiary, partnership(ii) any warrants, joint venture calls, options or other business as rights to acquire from the Company or any Company Subsidiary, or any other obligation of the date of this Agreement (in each case Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other than equity interests in, the Company or any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation Company Subsidiary or organization and the percentage of and kind of interest owned. (iii) any rights issued by or other obligations of the Company or any Company Subsidiary that are linked in any way to the price of any class of the Company Capital Stock or any shares of capital stock of any Company Subsidiary, the value of the Company, any Company Subsidiary or any part of the Company or any Company Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of the Company or any Company Subsidiary. Other than (A) the rights acquisition by the Company of DoCoMo pursuant shares of Company Common Stock in connection with the surrender of shares of Company Common Stock by holders of Company Stock Options in order to Section 4.3 pay the exercise price thereof, (B) the withholding of the DoCoMo Investor Agreement, and the rights shares of DoCoMo Company Common Stock to satisfy Tax obligations or payment of an exercise price with respect to awards granted pursuant to the DoCoMo Company Stock Plans, (C) the acquisition by the Company of awards granted pursuant to the Company Stock Plans in connection with the forfeiture of such awards and (D) obligations pursuant to the Company Warrant AgreementCertificate, there are no not any outstanding contractual obligations of the Company or any of its the Company Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) voting securities or other security or equity interest interests of the Company or its Subsidiariesany Company Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (i), (ii) or (iii) of the immediately preceding sentence. The Company does not have outstanding any There are no bonds, debentures, notes or other obligations Indebtedness of the holders of which have Company having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with the on any matters on which stockholders of the Company on may vote (collectively, “Company Voting Debt”). Neither the Company nor any matterof the Company Subsidiaries is a party to (1) any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, the Company or (2) any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of the Company or any of the Company Subsidiaries. None of the Company or any Company Subsidiary has a “poison pill” or similar equityholder rights plan. (c) Section 5.1(b5.03(c) of the Company Disclosure Letter contains accurately sets forth the following information with respect to each Company Equity Award outstanding as of the Company Capitalization Date: (i) the Company Stock Plan (if any) pursuant to which such Company Equity Award was granted; (ii) the name (or other unique identifier) of the holder of such Company Equity Award; (iii) the number of shares of Company Common Stock subject to such Company Equity Award (including, for Company Equity Awards subject to performance-based vesting requirements, the maximum number of shares of Company Common Stock); (iv) the exercise price (if any) of such Company Equity Award; (v) the grant date of such Company Equity Award; (vi) the applicable vesting schedule or vesting date, and the extent to which such Company Equity Award is vested or exercisable; (vii) the date on which such Company Equity Award expires; and (viii) if such Company Equity Award is a true Company Stock Option, whether it is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. The Company has made available to Parent accurate and complete list copies of all Company Stock Plans, if not granted under an equity plan, such other Contract, pursuant to which any Company Equity Awards are outstanding as of the date of this Agreement, and the forms of all Company Equity Award agreements evidencing such Company Equity Awards as of the date of this Agreement. The exercise price of each Person Company Stock Option is no less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Stock Option. All grants of Company Equity Awards were recorded on the Company’s financial statements (other than Subsidiaries including any related notes thereto) contained in all reports filed with the SEC in accordance with GAAP, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant. All Company Equity Awards have been issued and granted in compliance in all material respects with the terms of the Companyapplicable Company Stock Plan and all applicable Laws. (d) in which the No Company owns, directly or indirectly, Subsidiary owns any voting interest that may require the filing shares of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇")Company Common Stock.

Capital Structure. (ia) The authorized capital stock of the Company consists of 10,000,000,000 shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 shares of Preferred Stock(A) 60,000,000 Company Shares, par value $.01 0.20 per share, (B) 25,000 shares of whichpreferred stock of the Company, as par value $100.00 per share (the “Company Preferred Stock”) and (C) 475,000 shares of serial preferred stock of the Company, par value $1.00 per share (the “Company Serial Preferred Stock”). At the close of business on October 5, 2018 (the “Capitalization Date”): (i) 29,453,140 Company Shares were issued and outstanding; (ii) no shares of Company Preferred Stock were issued and outstanding; (iii) no shares of Company Serial Preferred Stock were issued and outstanding; (iv) 3,737,327 Company Shares were held by the Company in its treasury; (v) 1,162,730 Company Shares were subject to issuance upon the exercise of outstanding Company Options (whether or not presently exercisable); (vi) 100,227 Company Shares were subject to issuance upon the settlement of outstanding Company RSUs; (vii) 115,083 Company Shares were subject to issuance upon the settlement of outstanding Company PSUs assuming achievement at target levels; (viii) 2,120,585 Company Shares were reserved for the future grant of Company Equity Awards under the Company Stock Plans; and (ix) 438,111 Company Shares were reserved for the future issuance under the Company ESPP or for purposes of the Company ▇▇▇▇ Scheme. From the close of business on the Capitalization Date to the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, not issued or granted any Equity Securities except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. set forth on Section 5.1(b3.03(a) of the Company Disclosure Letter contains a true Letter. (b) All outstanding Company Shares are, and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those Shares that may be issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to upon the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31Company RSUs and Company PSUs shall be, 2004 in accordance with their terms. From January 31when issued, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by not subject to, or issued in violation of, any preemptive right. As of the date of this Agreement, other than as set forth in Section 3.03(b) of the Company or by a direct or indirect wholly-owned Disclosure Letter, or, with respect to any foreign Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreementdirectors’ qualifying shares or similar arrangements required by applicable Law, there are no preemptive issued, reserved for issuance or other outstanding, and there are not any outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights obligations of any kind that obligate the Company Entity to issue, deliver or sell, or cause to be issued, delivered or sold, (i) any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the any Company or any of its Subsidiaries Entity or any securities or obligations convertible or exchangeable into or exercisable for, or giving of any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest Entity convertible into or exchangeable or exercisable for any shares of capital stock or voting securities of, or other equity or similar interest interests in, any corporationCompany Entity or (ii) any warrants, partnershipcalls, joint venture options or other business as rights to acquire from any Company Entity, or any other obligation of any Company Entity to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, any Company Entity (the date of this Agreement foregoing clauses (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003i) and (ii), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iiicollectively, “Equity Securities”). Except as set forth in Section 3.03(b) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or Disclosure Letter, no Company Entity has any of its Subsidiaries outstanding obligation to repurchase, redeem or otherwise acquire any capital stock Equity Securities. (or options (other than options issued pursuant to c) Except for the Company Compensation Subsidiaries and Benefits Plans listed on Section 5.1(h)(i) investments in marketable securities and cash equivalents, none of the Company Disclosure Letternor any Company Subsidiary (i) owns or holds any equity 829649.04-LACSR01A - MSW securities, ownership interests or voting interests of, or securities exchangeable therefor, or investments in, any other Person or has the right to acquire any such of the foregoing or (ii) has any obligation or has made any commitment to acquire any shares of capital stock) stock or other security equity interests in any Person or equity interest to provide funds to or make any investment (in the form of the Company a loan, capital contribution or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Companyotherwise) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇")Person.

Capital Structure. (ia) The authorized capital stock of the Company consists of 10,000,000,000 shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, (x) 675,000,000 Shares and 1,000,000,000 shares of Preferred Stock(y) 10,000,000 preferred shares, par value $.01 per share, of which, as 0.01 (the “Preferred Shares”). As of the date close of this Agreementbusiness on May 20, 207,537 shares 2022 (the “Capitalization Date”), (i) 139,518,436 Shares were issued and outstanding (of Series C which 23,523,674 were Company Restricted Stock), (ii) no Shares were held in the treasury of the Company, (iii) no Shares were held by any Company Subsidiary, (iv) no Preferred Shares were issued or outstanding and (v) 13,379,013 Shares were reserved for issuance under the Company Stock Plans (of which 1,161,742 Shares were subject to outstanding Company Options, 3,968,614 were subject to outstanding Restricted Stock Units, and 25,428 shares 960,781 were subject to outstanding Performance Restricted Stock Units (assuming target level of Series E Preferred achievement of the applicable performance goals), each as granted under the Company Stock are outstandingPlans). All of the outstanding Shares have been duly authorized and are validly issued, are fully paid and nonassessablenonassessable and free of preemptive rights, and were not issued in violation of any preemptive or other similar rights or applicable Law. The As of the Capitalization Date, 1,593,479 Shares are reserved for issuance under the ESPP. Except for the preceding sentences and except for Shares that after the date hereof become reserved for issuance or subject to issuance as permitted under this Agreement, the Company has no Shares, Preferred Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 or other shares of Common Stock capital stock reserved for issuance pursuant for, or subject to, issuance. (b) From the Capitalization Date to the DoCoMo Warrant Agreement and 50,000,000 shares execution of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights this Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock Shares, except pursuant to the exercise of Company Options and or the settlement of Common Restricted Stock Units and Performance Restricted Stock Units outstanding on January 31as of the Capitalization Date, 2004 in accordance with their terms. From January 31, 2004 through and, since the Capitalization Date, except as expressly permitted by this Agreement for the period following the date of this Agreement, neither the Company nor any of its Subsidiaries have has not granted or issued any Company Options Options, Restricted Stock Units or Common Performance Restricted Stock Units. All grants . (c) Except as set forth in Section 4.2(a), as of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or outstanding (i) shares of capital stock or equity securities or obligations of the Company or its Subsidiaries convertible into or exchangeable for shares of capital stock or other outstanding equity or voting securities of the Company or its Subsidiaries or (ii) rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, rights of first refusal, rights of first offer, “phantom” stock rights, equity-based compensation, contingent value rights, subscriptions, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue issue, transfer or sell any shares of capital stock or other equity or voting securities of the Company or any of its Subsidiaries or any securities or obligations convertible into or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, acquire from the Company or any of its Subsidiaries any equity or voting securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations that grant the holders of which have thereof the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Each Company Option, Restricted Stock Unit, and Performance Restricted Stock Unit was granted in accordance with the terms of the applicable Company Stock Plan and all other applicable Law. (d) Section 5.1(b4.2(d) of the Company Disclosure Letter contains sets forth, as of the date of this Agreement, a true and complete list of identifying (i) each Person (other than Subsidiaries of the Company’s Subsidiaries and the ownership interest of the Company and its Subsidiaries in each such Subsidiary and (ii) any other Person in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular its Subsidiaries holds capital stock or other equity interest (other than securities held by any employee benefit plan of the Company or any of its Subsidiaries or any trustee, agent or other fiduciary in such capacity under any such employee benefit plan). No Subsidiary of the Hart-Scott-Rodino Antitrust Improvements Act Company owns any Shares. Each of 1976the outstanding shares of capital stock or other securities or equity interest of each of the Company’s Subsidiaries has been duly authorized and validly issued and is fully paid and nonassessable and is owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, as amended free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (the "▇▇▇ ▇▇▇"each, a “Lien”) (except for Permitted Liens and Liens arising under applicable securities Laws).

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 shares of Common Stock2,400,000,000 Company Shares, of which, which 1,100,161,364 Company Shares were issued and outstanding and 76,993,242 Company Shares were held in treasury as of January 31the close of business on April 30, 20041998, 2,719,301,543 shares are outstanding, and 1,000,000,000 30,000,000 shares of Preferred Stock, $1.00 par value per share (the "Company Preferred Shares"), none of which were outstanding as of the close of business on May 8, 1998 and 30,000,000 shares of Preference Stock, $.01 1.00 par value per share, (the "Company Preference Shares"), none of which, which were outstanding as of the date close of this Agreementbusiness on May 8, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding1998. All of the outstanding Company Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Other than 12,000,000 Company has no Shares reserved for issuancePreference Shares, except thatdesignated "Series A Junior Participating Preference Stock", as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1December 21, 20021988, between the Company and Mellon Investor Services LLCAmerican Transtech Inc., as Rights Agent, as amended as described in this Agreement Agent (the "Rights Agreement"), and Company Shares subject to issuance as set forth below, the Company has no Company Shares, Company Preferred Shares or Company Preference Shares reserved for or otherwise subject to issuance. A true As of May 10, 1998, there were not more than 47,000,000 Company Shares that the Company was obligated to issue pursuant to the Company Compensation and complete copy of the Rights Agreement as Benefit Plans identified in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b5.1(h) of the Company Disclosure Letter contains a true as being the only Company Compensation and complete list as of January 31, 2004 of Benefit Plans pursuant to which Company Shares may be issued (I) collectively the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company OptionStock Plans"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries that constitute a "Significant Subsidiary" (as defined in Rule 1.02(w) of Regulation S-X promulgated pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31lien, 2003pledge, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreementsecurity interest, claim or other encumbrance. Except as set forth above and pursuant for Company Shares and options to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the purchase Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant AgreementShares which may be issued in accordance with Section 6.1(a), there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, arrangements or commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Significant Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Significant Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b. (ii) The authorized capital stock of SBC consists of 7,000,000,000 shares of SBC Common Stock, of which 1,838,844,294 shares were issued and outstanding and 26,060,210 shares were held in treasury as of the Company Disclosure Letter contains a true close of business on April 30, 1998, and complete list 10,000,000 shares of each Person Preferred Stock, par value $1.00 per share (other than Subsidiaries the "SBC Preferred Shares"), none of which shares were outstanding as of the Company) in which close of business on May 8, 1998. All of the Company ownsoutstanding shares of SBC Common Stock have been duly authorized and are validly issued, directly fully paid and nonassessable. SBC has no shares of SBC Common Stock or indirectlySBC Preferred Shares reserved for or subject to issuance except that SBC has reserved no more than 10,000,000 SBC Preferred Shares for or subject to issuance pursuant to the Rights Agreement, any voting interest that may require the filing dated as of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976January 27, 1989, between SBC and American Transtech, Inc., as Rights Agent, as amended by the Amendment of Rights Agreement, dated as of August 5, 1992, between SBC and The Bank of New York, as successor Rights Agent, and the Second Amendment of Rights Agreement, dated as of June 15, 1994, between SBC and The Bank of New York, as successor Rights Agent (as amended, the "▇▇▇ ▇▇▇SBC Rights Agreement"). As of May 10, 1998, there were not more than 92,000,000 shares of SBC Common Stock that SBC was obligated to issue pursuant to (x) SBC's Senior Management Long Term Incentive Plan, Senior Management Incentive Award Deferral Plan, Non-Employee Directors Stock and Deferral Plan, Stock Savings Plan, 1994 Stock Option Plan, 1996 Stock and Incentive Plan, 1995 Management Stock Option Plan, Savings Plan and the Savings and Security Plan and (y) Pacific Telesis Group's Supplemental Retirement and Savings Plan for Salaried Employees, Supplemental Retirement and Savings Plan for Non-Salaried Employees, Supplemental Retirement and Savings Plan for Salaried and Non-Salaried Employees, Employee Stock Ownership Plan, Stock Option and Stock Appreciation Rights Plan, Outside Directors Deferred Stock Unit Plan and Restricted Stock Plan (collectively, the "SBC Stock Plans"). Each of the outstanding shares of capital stock of each of SBC's Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by SBC or a direct or indirect wholly-owned subsidiary of SBC, free and clear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or to sell any shares of capital stock or other securities of SBC or any of its Significant Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of SBC or any of its Significant Subsidiaries, and no securities or obligation evidencing such rights are authorized, issued or outstanding. SBC 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 SBC on any matter. (iii) The authorized capital stock of Merger Sub consists of 1,000 shares of Common Stock, par value $1.00 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by SBC, and there are (i) no other shares of capital stock or other voting securities of Merger Sub, (ii) no securities of Merger Sub convertible into or exchangeable for shares of capital stock or other voting securities of Merger Sub and (iii) no options or other rights to acquire from Merger Sub, and no obligations of Merger Sub to issue, any capital stock, other voting securities or securities convertible into or exchangeable for capital stock or other voting securities of Merger Sub. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

Capital Structure. (i) The authorized capital stock of All the Company consists of 10,000,000,000 shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, NFT Shares and 1,000,000,000 shares of Preferred Stock, par value $.01 per share, of which, as of the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding NFT Subsidiaries Shares have been duly authorized and are validly issued, fully subscribed and paid up. If and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy extent of the Rights Agreement as pre-emptive right of acquisition in effect as the terms set out in the by-laws of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant AgreementNFT Group, there are no preemptive options or other outstanding rightsundertakings relating to shares in the NFT Group. There are no sale, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, purchase and sale option agreements, arrangements, calls, commitments or nor agreements which guarantee preferential rights of any kind that obligate to related and/or third parties and thus no person nor entity has the Company or any of its Subsidiaries right to issue or sell any acquire shares of the NFT Group except as set forth in Schedule 4.1(E)(i). Neither are there increases or reductions of capital stock pending registration or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amendedin progress. (ii) Section 5.1(b) The NFT Group has not issued nor agreed the issue of the Company Disclosure Letter sets forth the name of each Person “bonos de disfrute” (other than direct and indirect wholly-owned Subsidiaries) in which the Company founder’s shares), debentures or any other kind of its Subsidiaries owns any equity security or similar interest in or any interest financial instrument convertible into or exchangeable or exercisable for any equity or similar interest inshares, any corporation, partnership, joint venture or other business as of the date of this Agreement (unless otherwise indicated in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003Schedule 4.1(E)(ii), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than Since 31 December 2003 (the rights of DoCoMo pursuant to Section 4.3 “Date of the DoCoMo Investor Accounts”), the NFT Group has not distributed nor agreed to distribute any final or interim dividends neither have they distributed or agreed to distribute profits, reserves or funds in any other manner, or paid or agreed to pay any bonuses or other extraordinary payments or made or agreed to make any acquisitions, redemptions or reclassification of the shares in the NFT Group, except as set forth in Schedule 4.1(E)(iii) and as provided for in Clause 6 of this Agreement. (iv) The NFT Group does not own or hold as security shares of its own or of its controlling company. (v) The NFT Group has not furnished sureties, guaranties or bonds of any kind to third parties, except for those set out in Schedule 4.1(E)(v). (vi) Except as set forth in Schedule 4.1(E)(vi), since the Date of the Accounts and until the date of the Agreement, and the rights of DoCoMo pursuant NFT Group has not: (a) Issued or resolved to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bondsissue shares, debentures, notes options, warrants or any other obligations securities. (b) Changed their corporate by-laws. (c) Increased or agreed to increase the holders compensation or established benefits of which have any kind in favour of any of the right to vote members of the body of administration. (or convertible into or exercisable for securities having the right to votevii) The NFT Group has been depositing their annual accounts with the stockholders Commercial Registry in compliance with existing legislation. (viii) The books or registers of any kind of the Company NFT Group are up to date and maintained in accordance with the legal requirements applicable, except where the non maintenance of such books and registers would not have a material adverse effect on any matterthe NFT Group. Section 5.1(b) In particular, the Minute Books of each of the Company Disclosure Letter contains companies of the NFT Group are duly legalised and contain the companies’ resolutions taken by the corporate bodies of the same from the date of its incorporation, except where the non legalisation and fulfilment of such Minutes Books would not have a true material adverse effect on the NFT Group, and complete list none of said companies’ resolutions having been challenged. Such books and registers and whatever other documents (including documents relating to ownership and copies of all other resolutions which are in force to which any NFT Group was a party) which are the property of each Person (other than Subsidiaries NFT Group or which should be within their control or under their control, are within their effective power and under their control. No notice has been received or claim made relating to the material incorrectness of any corporate document, or which must be corrected. All of the Company) in resolutions and documents which must be delivered have been delivered or filed at the Company ownsMercantile Registry, directly except if the non or indirectly, any voting interest that may require the later delivery or filing of such resolutions and, documents would not have a report or notification form by Cingular or any Affiliate of Cingular under material adverse effect on the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇")NFT Group.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, (A) 300,000,000 Shares and 1,000,000,000 shares of Preferred Stock(B) 1,000,000 preferred shares, par value $.01 per share0.0001 (the “Preferred Shares”). As of the close of business on September 10, 2018, 89,747,062 Shares were issued and 89,727,546 outstanding, of whichwhich 12,476,250 are Founder Shares, as of the date of this Agreement, 207,537 shares of Series C and no Preferred Stock Shares were issued and 25,428 shares of Series E Preferred Stock are outstandingoutstanding on such date. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable. As of September 10, 2018, there were an aggregate of 9,000,000 Shares reserved for, and 5,019,535 Shares subject to, issuance pursuant to the Company Stock Plan identified in Section 5.1(b)(i)(A) of the Company Disclosure Letter as being the only Company Stock Plan pursuant to which Shares may be issued (the “Company Stock Plan”) and 25,012,500 Shares were subject to purchase under the Warrants. As of September 10, 2018, there were an aggregate of 50,025,000 outstanding Warrants issued to public investors in the Company’s initial public offering. Except as provided in the preceding sentence and except for Shares that after the date hereof become reserved for issuance or subject to issuance as permitted under this Agreement, the Company has no Shares reserved for, or subject to, issuance, or any commitment to authorize, issue, transfer or sell any Shares. Following the payment made pursuant to Section 6.15(d), no Person shall have any further entitlement or rights to receive payment from the Company, Parent or any of their respective Subsidiaries pursuant to the Legacy Merger Agreement and the transactions contemplated thereby. The Company has no Preferred Shares or other shares of capital stock reserved for or subject to issuance (it being understood that “other shares of capital stock” shall not include Shares). The outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessablenonassessable and are not subject to preemptive rights (and were not issued in violation of any preemptive rights). All of the rights, terms, preferences, restrictions or other provisions, including any antitakeover provision, applicable to the Shares are set forth in the Company Certificate of Incorporation and the Company Bylaws, agreements with Company shareholders set forth on Section 5.1(b)(i) of the Company Disclosure Letter, true and complete copies of which have been made available to Parent at least two (2) Business Days prior to the date hereof, or the applicable provisions of the DGCL. The Company has no Shares reserved 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 issuance, except that, as securities having the right to vote) with the shareholders of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"on any matter. Except as set forth in this Section 5.1(b)(i), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity or voting securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of acquire from the Company or any of its SubsidiariesSubsidiaries any equity or voting securities of the Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) From September 10, 2018 to the execution of this Agreement, the Company has not issued any Shares except pursuant to the exercise of Company Options, Warrants or the settlement of Company Performance Share Unit Awards and Company RSU-S Awards outstanding as of September 10, 2018, in accordance with their terms and, since September 10, 2018, except as permitted by this Agreement for the period following the date of this Agreement, the Company has not issued any Company Options, Warrants, Company Restricted Stock Awards, Company RSU-S Awards, Company RSU-C Awards, or Company Performance Share Unit Awards. Upon any issuance of any Shares in accordance with the terms of the Company Stock Plan, such Shares will be duly authorized, validly issued and fully paid and nonassessable and free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Each of the outstanding shares of capital stock or other securities of each of the Company’s Subsidiaries has been duly authorized and validly issued and is fully paid and nonassessable and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any Lien (other than any Permitted Liens). Section 5.1(b5.1(b)(ii) of the Company Disclosure Letter contains a correct and complete list as of September 10, 2018 of (v) the number of Shares subject to outstanding Company RSU-C Awards, (w) the number of Shares subject to outstanding Company RSU-S Awards, (x) the number of Shares subject to outstanding Company Options, together with the weighted average exercise price of such Company Options, (y) the number of Shares outstanding covered by Company Restricted Stock Awards and (z) the number of Shares subject to outstanding Company Performance Share Unit Awards (assuming the achievement of performance criteria (I) at maximum levels and (II) at target levels). No Subsidiary of the Company holds shares of capital stock of the Company. (iii) Section 5.1(b)(iii) of the Company Disclosure Letter sets forth forth, as of the name date of this Agreement, (A) each of the Company’s Subsidiaries and the ownership interest of the Company in each such Subsidiary and (B) any other Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture may hold capital stock or other business as equity interest that has a book value in excess of the date of this Agreement $500,000 (in each case other than securities held by any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations employee benefit plan of the Company or any of its Subsidiaries or any trustee, agent or other fiduciary in such capacity under any such employee benefit plan). No Subsidiary of the Company owns any Shares. As of the date of this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to repurchase, redeem issue or otherwise acquire sell any shares of capital stock or other equity or voting securities of any of the Subsidiaries of the Company or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire from the Company or any of its Subsidiaries any equity or voting securities of any of the Subsidiaries of the Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding. (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on iv) Section 5.1(h)(i5.1(b)(iv) of the Company Disclosure Letter) to acquire Letter sets forth any such capital stock) voting trusts, proxies, shareholder agreements or other security agreements or equity interest understandings to which the Company is a party with respect to the voting of Shares. (v) Section 5.1(b)(v) of the Company or its Subsidiaries. The Company does not have outstanding any Disclosure Letter sets forth a list of all bonds, debentures, notes or other material third party debt obligations in excess of $500,000 that the holders Company or any of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders its Subsidiaries has issued and are outstanding as of the Company on any matter. Section 5.1(b) date of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇")this Agreement.

Capital Structure. (ia) The authorized capital stock of the Company consists of 10,000,000,000 100,000,000 shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 20,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.0001 per shareshare (“Company Preferred Stock”). At the close of business on February 18, 2014, (i) 48,572,673 shares of whichCompany Common Stock were issued and outstanding (none of which were owned by the Company (as treasury stock or otherwise)), (ii) 5,160,032 shares of Company Common Stock were reserved for issuance in respect of current or future awards pursuant to the Company Stock Plans (of which 3,520,326 shares of Company Common Stock were subject to outstanding Company Stock Options and 1,088,934 were shares of Company Restricted Stock), (iii) 169,490 shares of Company Common Stock were reserved for issuance in respect of current or future awards pursuant to the Company ESPP, and (iv) no shares of Company Preferred Stock were issued or outstanding. (b) The Company has delivered to Parent a correct and complete list, as of the date close of this Agreementbusiness on February 18, 207,537 2014, of all outstanding Company Stock Options and shares of Series C Preferred Company Restricted Stock and 25,428 other rights to purchase or receive shares of Series E Preferred Company Common Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards granted under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock Plans or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Company Common Stock subject thereto (including without limitation restricted stock unitsassuming target performance, if applicable), the vesting schedule, expiration dates and exercise prices thereof, in each case broken down as to each plan, agreement or other arrangement and as to each individual holder. The Company will no later than two (2) (each a "Common Stock Unit"). From January 31, 2004 business days prior to the date hereof anticipated Closing Date, provide an updated list to Parent to reflect any changes thereto, which such list shall be correct and complete as of three (3) business days prior to the Company has not issued any shares of Common Stock except anticipated Closing Date. Except as set forth above in this Section 3.03 (or as otherwise provided to Parent pursuant to this Section 3.03(b)), at the exercise close of Company Options and the settlement of Common Stock Units outstanding business on January 31February 18, 2004 in accordance with their terms. From January 312014, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding no shares of capital stock or other voting securities of each the Company were issued, reserved for issuance or outstanding. Except as set forth above in this Section 3.03 (or as otherwise provided to Parent pursuant to this Section 3.03(b)), there are no outstanding stock appreciation rights, rights to receive shares of Company Common Stock on a deferred basis or other rights that are linked to the value of Company Common Stock granted under the Company Stock Plans or otherwise. All outstanding shares of capital stock of the Company's Subsidiaries is Company are, and all shares which may be issued pursuant to the Company Stock Plans and the Company ESPP will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and owned by the Company not subject to preemptive rights. (c) Except as set forth above in this Section 3.03, there are no bonds, debentures, notes or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation other indebtedness of the Company in effect having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the date of this AgreementCompany may vote. Except as set forth above and in this Section 3.03 (or as otherwise provided to Parent pursuant to the Rights Agreement and the Amended and Restated Investor AgreementSection 3.03(b)), dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement"i) and the DoCoMo Warrant Agreement, there are no preemptive not issued, reserved for issuance or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights (A) any securities of any kind that obligate the Company or any of its Subsidiaries to issue convertible into or sell any exchangeable or exercisable for shares of capital stock or other voting securities of the Company or any of its Subsidiaries or (B) any warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or any obligation of the Company or any of its Subsidiaries to issue, any capital stock, voting securities or obligations securities convertible into or exchangeable into or exercisable for, for capital stock or giving any Person a right to subscribe for or acquire, any voting securities of the Company or any of its Subsidiaries, Subsidiaries and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no not any outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (such securities or options (other than options issued pursuant to Company Compensation and Benefits Plans listed issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Except as set forth on Section 5.1(h)(i3.03(c) of the Company Disclosure Letter) , neither the Company nor any of its Subsidiaries is a party to acquire any voting agreement with respect to the voting of any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇")securities.

Capital Structure. (i) The authorized capital stock of the Company Seller consists of 10,000,000,000 Twenty-Five Million (25,000,000) shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 shares of Preferred Stockcommon stock, par value $.01 0.01 per share, of which, as . As of the date of this Agreement, 207,537 : (A) 2,655,569 shares of Series C Preferred Seller Common Stock were issued and 25,428 outstanding, (B) 500,000 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Seller Common Stock were reserved for issuance pursuant to the DoCoMo Warrant Agreement stock options, and 50,000,000 (C) no shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Seller Common Stock which were held by the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 Seller in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Unitstreasury. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, Seller Common Stock are validly issued, fully paid and nonassessable and owned by not subject to any preemptive rights. The Disclosure Schedule 2.1(b) sets forth a complete and accurate list of all options to purchase Seller Common Stock outstanding, including the Company or by a direct or indirect wholly-owned Subsidiary dates of the Companygrant, free exercise prices, dates of vesting, dates of termination and clear of any Lien. shares subject to option for each grant. (ii) As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except , except for this Agreement and as set forth above and pursuant to in the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former ParentDisclosure Schedule 2.1(b), the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive Seller is not a party to or other is bound by any outstanding rightssubscriptions, options, warrants, conversion calls, rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, callsconvertible securities, commitments or rights agreements of any kind that obligate character obligating the Company Seller to issue, deliver or sell, or cause to be issued, delivered or sold, any of its Subsidiaries to issue or sell any additional shares of capital stock or other securities of the Company Seller or obligating the Seller to grant, extend or enter into any of its Subsidiaries such option, warrant, call, right, convertible security, commitment or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstandingagreement. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as As of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreementhereof, there are no outstanding contractual obligations of the Company or any of its Subsidiaries Seller to repurchase, redeem or otherwise acquire any shares of capital stock of the Seller. (iii) To the best of Seller's knowledge, except as declared in Disclosure Schedule 2.1(b), no person or options "group" (other than options issued pursuant to Company Compensation and Benefits Plans listed on as that term is used in Section 5.1(h)(i13(d)(3) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Securities Exchange Act of 19761934, as amended (the "▇▇▇ ▇▇▇Exchange Act")) is the beneficial owner of 5% or more of the outstanding shares of Seller Common Stock.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 20,000,000 shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 1,000,000 shares of Preferred Stockpreferred stock, par value $.01 1.00 per shareshare (" Company Preferred Stock"). At the close of business on July 21, of which1997, as of the date of this Agreement, 207,537 (i) 9,492,676 shares of Series C Preferred Company Common Stock were issued and 25,428 outstanding, (ii) no shares of Series E Preferred Company Common Stock are outstanding. All were held by the Company in its treasury, (iii) 1,055,660 shares of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there Common Stock were 230,079,174 shares issuable subject to issuance pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 options to purchase shares of Company Common Stock, (iv) 303,797 shares of Company Common Stock were reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 conversion of the Company's 5 1/2% Convertible Subordinated Debentures due March 1, 2012 (the "Convertible Debentures"), (v) 250,000 shares of Series A Preferred Company Common Stock were reserved for issuance pursuant to under the Amended and Restated Rights Agreement, dated as of September 1, 2002, between Company's 1996 Employee Stock Purchase Plan (the "Company ESPP") (stock options granted by the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described are referred to in this Agreement (the as "Rights AgreementCompany Options"), and (vi) no shares of Company Preferred Stock were issued or outstanding. A true Except as set forth above and complete copy of the Rights Agreement as in effect as of except for Company Common Stock issued between July 21, 1997 and the date of this Agreement has been made available to Cingular. Section 5.1(b) upon the exercise of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, at the date close of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31business on July 22, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 311997, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding no shares of capital stock or other voting securities of each the Company were issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company's Subsidiaries is Company are, and all shares which may be issued pursuant to Company Options will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Liennot subject to preemptive rights. As of December 31, 2003, the aggregate Liquidation Preference Except for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation Convertible Debentures, there are no bonds, debentures, notes or other indebtedness of the Company in effect outstanding having the right to vote (or convertible into securities having the right to vote) on any matters on which stockholders of the date of this AgreementCompany may vote. Except as set forth above and pursuant to the Rights Agreement except for (a) Company Common Stock issued between July 21, 1997 and the Amended date of this Agreement upon the exercise of options to purchase Company Common Stock and Restated Investor Agreement(b) "rights" to purchase Company Common Stock outstanding under the Company ESPP, dated as of December 20, 2000, and amended as the date of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant this Agreement, there are no preemptive or other outstanding rightssecurities, options, warrants, conversion calls, rights, stock appreciation rights, redemption rights, repurchase rightscommitments, agreements, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate to which the Company is a party, or by which it is bound, obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of its Subsidiaries the date of this Agreement, there are not any outstanding contractual obligations of the Company to issue repurchase, redeem or sell otherwise acquire any shares of capital stock or other securities of the Company. As of the date of this Agreement, and except as contemplated by this Agreement, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting of any shares of capital stock of the Company. All of the outstanding capital stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as defined in Section 3.1(d)) or any of its Subsidiaries other limitation or restriction (including any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a restriction on the right to subscribe vote or sell the same, except as may be provided as a matter of law), except for shares of capital stock or acquire, any other similar ownership interests of certain subsidiaries of the Company that may be owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries. There are no securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest subsidiaries convertible into or exchangeable for, no options or exercisable other rights to acquire from the Company or its subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of, any equity capital stock or similar interest other ownership interests in, or any corporationother equity securities of, partnership, joint venture or other business as any subsidiary of the Company. As of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding ownership interests in any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries subsidiary of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇").

Capital Structure. (ia) The Without taking into effect the Private Placements, prior to the Domestication Effective Time, the authorized share capital stock of SVF consists of 200,000,000 SVF Class A Ordinary Shares, of which 33,040,000 shares (including 1,040,000 SVF Class A Ordinary Shares purchased by the Sponsor pursuant to a Private Placement Shares Purchase Agreement, dated March 8, 2021, between SVF and the Sponsor) were issued and outstanding as of the Company consists close of 10,000,000,000 shares business on the last Trading Day prior to the date of Common Stockthis Agreement; 20,000,000 SVF Class B Ordinary Shares, of which, which 8,000,000 shares were outstanding as of January 31, 2004, 2,719,301,543 shares are outstanding, the close of business on the last Trading Day prior to the date of this Agreement and 1,000,000,000 shares of Preferred Stock1,000,000 preference shares, par value $.01 0.0001 per shareshare (“SVF Preference Shares”), of which, which no shares were outstanding as of the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. . (b) All of the outstanding SVF Class A Ordinary Shares and SVF Class B Ordinary Shares (i) have been duly authorized and are validly issued, fully paid and nonassessablenonassessable (meaning that no additional sums may be levied on the holders thereof by SVF), (ii) were offered, sold and issued in compliance in all material respects with applicable Laws, including Cayman Islands and U.S. federal and state securities Laws and (iii) were not issued in breach or violation of (A) the SVF Organizational Documents, (B) any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right or (C) any Contract to which SVF is a party or is otherwise bound. The Company SVF has no SVF Class A Ordinary Shares or SVF Class B Ordinary Shares reserved for issuance. Except for this Agreement, except thatthe Domestication, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan Subscription Agreements and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Forward Purchase Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries SVF to issue or to sell any shares of capital stock or other securities of the Company or any of its Subsidiaries SVF or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its SubsidiariesSVF, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company SVF does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible convert into or exercisable exercise for securities having the right to vote) with the stockholders of the Company SVF Shareholders on any matter. Section 5.1(bExcept for this Agreement and the SVF Organizational Documents or in connection with the Transactions, SVF is not party to any voting trust agreements, proxies, or other Contracts with respect to the voting, purchase, repurchase, redemption, dividend rights, disposition or transfer of SVF Class A Ordinary Shares, SVF Class B Ordinary Shares or SVF Preference Shares. (c) Merger Sub is a Wholly Owned Subsidiary of SVF, and Merger Sub holds no equity interests or rights, options, warrants, convertible or exchangeable securities, subscriptions, calls, puts or other analogous rights, interests, agreements, arrangements or commitments to acquire or otherwise relating to any equity or voting interest of any other Person. Merger Sub has not conducted any business prior to the Company Disclosure Letter contains a true date of this Agreement and complete list has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature, in each Person (case other than such business, assets, liabilities or obligations incident to its formation or pursuant to this Agreement, the Transaction Documents, the Transactions and the other documents and transactions contemplated hereby and thereby. (d) Other than Merger Sub, SVF has no Subsidiaries of the Company) in which the Company owns, and does not directly or indirectlyindirectly own or hold any (i) equity interests, including any voting interest partnership, limited liability company or joint venture interests, in any other Person, (ii) securities convertible into or exchangeable for the equity interests of any other Person or (iii) options or other rights to acquire the equity interests of any other Person. SVF is not party to any Contract that may require the filing of a report obligates SVF to invest money in, loan money to or notification form by Cingular or make any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇")capital contribution to any other Person.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 shares 5,000,000 shares, all of which are designated Company Common Stock, . At least twenty five percent (25%) of which, as the issued and outstanding Shares are owned beneficially and of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 shares of Preferred Stock, par value $.01 per share, of which, as record by the Significant Holders. As of the date of this Agreement, 207,537 (i) 2,837,133 shares of Series C Preferred Company Common Stock were issued and 25,428 outstanding, (ii) 5,154 shares of Series E Preferred Company Common Stock are were held in treasury, and (iii) options to purchase 97,000 shares of Company Common Stock were issued and outstanding. As of the date hereof, the Company has reserved 37,000 shares of Company Common Stock for issuance under the Company’s 2009 Stock Plan and has reserved an additional 60,000 shares of Company Common Stock granted outside the plan to ▇▇. ▇▇▇▇▇▇ (the “Hunter Option”). Other than the Company’s 2009 Option Plan and the Hunter Option, the Company neither maintains nor has any obligations under any stock option plan or other equity compensation related plans or agreements. All of the issued and outstanding Shares shares of Company Common Stock have been been, and all shares of capital stock of the Company issuable upon the exercise of outstanding securities when issued will be, duly authorized and are validly issued, issued and are fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as No issued and outstanding shares of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended ’s capital stock are subject to a repurchase or redemption right or right of first refusal or condition of forfeiture in favor of the Company, and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 no shares of Company Common Stock reserved for issuance pursuant are subject to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September vesting restrictions. Since October 1, 20022008, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant declared or paid, or become responsible to the exercise of Company Options declare or pay, and the settlement of Common Stock Units Company is not responsible for or have any obligation to declare or pay, a dividend or other distribution on its securities or otherwise combined, split, recapitalized or taken similar actions with respect to its outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Unitscapital stock. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock securities repurchased, redeemed or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned reacquired by the Company or by a direct or indirect wholly-owned Subsidiary were reacquired in compliance, in all material respects, with (i) the applicable provisions of the Company, free FBCA and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000all other applicable Laws, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets all requirements, in all material respects, set forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest ownedapplicable Contracts with securityholders applicable therein. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇").

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 (A) 3,950,000,000 Shares and (B) 50,000,000 shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.01 per share, of which, as share (the “Preferred Stock”). As of the date close of this Agreementbusiness on May 16, 207,537 2014, 502,224,444 shares of Series C the Common Stock were issued and outstanding and no other shares of the Common Stock or shares of the Preferred Stock were issued and 25,428 shares of Series E Preferred Stock are outstandingoutstanding on such date. All of the outstanding Shares have been duly authorized and validly issued and are validly issued, fully paid and nonassessable. The Company has no Shares Shares, shares of Preferred Stock or other shares of capital stock reserved for or subject to issuance, except that, as of January 31, 2004the date of this Agreement, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares are an aggregate of Common Stock 48,529,270 Shares reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares Company Plans identified in Section 5.1(b)(i)(A) of Series A Preferred Stock reserved for issuance the Company Disclosure Letter as being the only Company Plans pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement which Shares may be issued (the "Rights Agreement"“Company Stock Plans”). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b5.1(b)(i)(B) of the Company Disclosure Letter contains a true correct and complete list as of January 31May 16, 2004 2014 of (I) the number of outstanding options to purchase shares of Common Company Options, Company SARs, Company Restricted Stock which Units, Company Performance Stock Units and Company Awards under the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receiveincluding the holder, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and grant, term, number of shares of Common Stock subject thereto Shares and, where applicable, exercise price or reference price and vesting schedule. (including without limitation restricted stock unitsii) (each a "Common Stock Unit"). From January 31May 16, 2004 2014 to the date hereof execution of this Agreement, the Company has not issued any shares of Common Stock Shares except pursuant to the exercise of Company Options and the settlement of Common Options, Company SARs, Company Restricted Stock Units, Company Performance Stock Units and Company Awards outstanding on January 31May 16, 2004 2014 in accordance with their terms. From January 31terms and, 2004 through the date of since May 16, 2014, except as permitted by this Agreement, neither the Company nor any of its Subsidiaries have granted or has not issued any Company Options or Common Options, Company SARs, Company Restricted Stock Units. All grants of Common , Company Performance Stock Units and restricted shares were made under Company Awards. Upon any issuance of any Shares in accordance with the terms of the Company Stock Plans, such Shares will be duly authorized, validly issued and fully paid and nonassessable and free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”). Each of the outstanding shares of capital stock or other securities of each of the Company's ’s Subsidiaries has been duly authorized and validly issued and is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-wholly owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there There are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. . (iii) Section 5.1(b5.1(b)(iii) of the Company Disclosure Letter contains a true and complete list of sets forth (A) each Person (other than Subsidiaries of the Company) in which ’s Subsidiaries and the ownership interest of the Company ownsin each such Subsidiary, as well as the ownership interest of any other Person or Persons in each such Subsidiary and (B) the Company’s or its Subsidiaries’ capital stock, equity interest or other direct or indirect ownership interest in any other Person other than (x) publicly traded non-equity securities held for investment which do not exceed 5% of the outstanding non-equity securities of any Person and (y) securities held by any employee benefit plan of the Company or any of its Subsidiaries or any trustee, agent or other fiduciary in such capacity under any such employee benefit plan. No Subsidiary of the Company owns any Shares. The Company does not own, directly or indirectly, any voting interest in any Person that may require the requires an additional filing of a report or notification form by Cingular or any Affiliate of Cingular Parent under the HartH▇▇▇-Scott▇▇▇▇▇-Rodino ▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇"“HSR Act”). (iv) Each Company Option and Company SAR (A) was granted in compliance in all material respects with all applicable Laws and all of the terms and conditions of the Company Stock Plans pursuant to which it was issued, (B) has an exercise price or reference price per share of the Common Stock, as applicable, equal to or greater than the fair market value of a share of the Common Stock on the date of such grant, (C) has a grant date identical to the date on which the Company’s Board of Directors or the Compensation Committee actually awarded such Company Option or on the date thereafter as specified by the Company’s Board of Directors or the Compensation Committee of the Company’s Board in their respective authorization of such Company Options, (D) qualifies in all material respects for the Tax and accounting treatment afforded to such Company Option or Company SAR in the Company’s Tax Returns and the Company Reports, respectively, and (E) complies in all material respects with Section 409A of the Code.

Capital Structure. (ia) The authorized capital stock of the Company consists of 10,000,000,000 300,000,000 shares of Company Common Stock. At the close of business on October 24, 2014, (i) 172,948,023 shares of whichCompany Common Stock were issued and outstanding, (ii) 189,733 shares of Company Common Stock were held by the Company in its treasury and (iii) 20,000,000 shares of Company Common Stock were reserved and available for issuance pursuant to the Company Stock Plan, including 16,899,728 shares of Company Common Stock issuable upon the exercise of outstanding Company Stock Options (whether or not presently exercisable). Except as set forth in this Section 4.03(a), at the close of January 31business on October 24, 20042014, 2,719,301,543 no shares of capital stock or voting securities of, or other equity interests in, the Company were issued, reserved for issuance or outstanding. From the close of business on October 24, 2014 to the date of this Agreement, there have been no issuances by the Company of shares of capital stock or voting securities of, or other equity interests in, the Company, other than the issuance of Company Common Stock upon the exercise of the Company Stock Options outstanding at the close of business on October 24, 2014 and in accordance with their terms in effect at such time. (b) All outstanding shares of Company Common Stock are, and, at the time of issuance, all such shares that may be issued upon the exercise or vesting of the Company Stock Options will be, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company By-laws or any Contract to which the Company is a party or otherwise bound. Except as set forth above in this Section 4.03, there are no issued, reserved for issuance or outstanding, and 1,000,000,000 there are no outstanding obligations of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock of the Company or any Company Subsidiary or any securities of the Company or any Company Subsidiary convertible into or exchangeable or exercisable for shares of Preferred Stockcapital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary, (y) any warrants, calls, options or other rights to acquire from the Company or any Company Subsidiary, or any other obligation of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary or (z) any rights issued by or other obligations of the Company or any Company Subsidiary that are linked in any way to the price of any class of the capital stock of the Company or any shares of capital stock of any Company Subsidiary, the value of the Company, any Company Subsidiary or any part of the Company or any Company Subsidiary or any dividends or other distributions declared or paid on any shares of capital stock of the Company or any Company Subsidiary. Other than (1) the acquisition by the Company of shares of Company Common Stock in connection with the surrender of shares of Company Common Stock by holders of Company Stock Options in order to pay the exercise price thereof, (2) the withholding of shares of Company Common Stock to satisfy tax obligations with respect to awards granted pursuant to the Company Stock Plan and (3) the acquisition by the Company of awards granted pursuant to the Company Stock Plan in connection with the forfeiture of such awards, there are not any outstanding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or voting securities or other equity interests of the Company or any Company Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of the immediately preceding sentence. There are no bonds, debentures, notes or other Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote (collectively, “Company Voting Debt”). Other than as contemplated by this Agreement or the Transactions, neither the Company nor any of the Company Subsidiaries nor any of the Company’s stockholders is a party to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, the Company. Neither the Company nor any of the Company Subsidiaries is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of the Company or any of the Company Subsidiaries. (c) Merger Sub One’s authorized capital stock consists solely of 1,000 shares of common stock, par value $.01 0.01 per share, of which, as of the date of this Agreement, 207,537 100 shares of Series C Preferred Stock were issued and 25,428 shares of Series E Preferred Stock are outstandingoutstanding and none were reserved for issuance. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares common stock of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is Merger Sub One are duly authorized, validly issued, fully paid and paid, nonassessable and owned free of preemptive rights and are held of record by the Company or by a direct or indirect wholly-owned Subsidiary of the CompanyBirch Partners, LP, free and clear of any LienLiens. As Merger Sub Two’s authorized capital stock consists solely of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any 1,000 shares of capital stock or other securities common stock, par value $0.01 per share, of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forwhich, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than Agreement, 100 shares were issued and outstanding and none were reserved for issuance. All of the outstanding shares of common stock of Merger Sub Two are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and are held of record by Merger Sub One, free and clear of any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest ownedLiens. (iiid) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations No subsidiary of the Company or owns any shares of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇")Common Stock.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 8.65 billion Company Shares, of which 1,801,734,512 Company Shares were issued and outstanding as of March 1, 2006, and 100 million shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 shares of First Preferred Stock, par value $.01 1.00 per shareshare (the "Company Preferred Shares"), none of which, which were outstanding as of the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Company Shares have been duly authorized and validly issued and are validly issued, fully paid and nonassessable. The Company has no Company Shares or Company Preferred Shares reserved for issuance, except that, that (A) as of January 31, 2004the date of this Agreement, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the are an aggregate of 30 million Company Adjustment Plan (the Preferred Shares, designated "Stock PlansSeries B First Preferred Stock"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1November 22, 20021999, between the Company and Mellon Investor Services LLCChaseMellon Shareholder Services, L.L.C., as Rights Agent, as amended by Amendment No. 1 thereto, dated as described in this Agreement of March 2, 2005 (the "Rights Agreement"). A true ) and complete copy of the Rights Agreement as in effect (B) as of March 1, 2006, there were an aggregate of 166,891,548 Company Shares reserved for issuance pursuant to the date of this Agreement has been made available to CingularCompany Stock Plans. Section 5.1(b) of the Company Disclosure Letter contains a true correct and complete list as of January 31March 1, 2004 2006 of (Ix) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option")Options, the exercise price of all Company Options and number of shares of Common Stock Company Shares issuable at such exercise price and (IIy) the number of outstanding rights, including those issued under the Company Stock Plans, to receive, or right rights the value of which is determined by reference to, shares of Common StockCompany Shares, the date of grant and number of shares of Common Stock Company Shares subject thereto (including without limitation restricted stock, restricted stock unitsunits and performance shares) (each a "Common Stock Unit"). From January 31March 1, 2004 2006 to the date hereof of this Agreement, the Company has not issued any shares of Common Stock Company Shares except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31March 1, 2004 2006 in accordance with their terms. From January 31terms and pursuant to the Company's Direct Investment Plan, dated November 16, 2004 through (the date of this Agreement"Company Direct Investment Plan"), neither and since March 1, 2006, the Company nor any of its Subsidiaries have granted or has not issued any Company Options or Common Stock Units. All outstanding grants of Company Options and Common Stock Units and restricted shares were made under the Company Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above in this Section 5.1(b) and the right to purchase Company Shares pursuant to the Rights Agreement and the Amended and Restated Investor AgreementCompany Direct Investment Plan, dated as of December 20, 2000, and amended as the date of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate -10- the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of acquire from the Company or any of its Subsidiaries, any other securities of the Company and no securities or obligations of the Company or any of its Subsidiaries evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of Except (x) as set forth in this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of or (y) pursuant to the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest inDirect Investment Plan, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders shareholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇").

Capital Structure. (ia) The authorized capital stock of the Company consists of 10,000,000,000 200,000,000 shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 10,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.001 per share (the “Company Preferred Stock” and, together with the Company Common Stock, the “Company Capital Stock”). At the close of business on November 16, 2016, (i) 74,156,981 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Preferred Stock were issued and outstanding, (iii) 24,000 shares of Company Common Stock were issuable upon the exercise of outstanding Company Stock Options (whether or not presently exercisable), (iv) 2,400,954 shares of Company Common Stock were potentially issuable upon the exercise of Company SARs (assuming a fair market value of Company Common Stock of $24.25 per share), (v) 3,470,000 shares of whichCompany Common Stock were reserved for issuance pursuant to the Company Stock Plans, (vi) 152,140 shares of Company Common Stock were potentially issuable upon the vesting or settlement of outstanding Company RSUs and (vii) 104,501 shares of Company Common Stock were held as treasury stock in connection with deferrals under the Director DCP. Except as set forth in this Section 4.03(a), at the close of business on November 16, 2016, no shares of capital stock or voting securities of, or other equity interests in, the Company were issued, reserved for issuance or outstanding. From the close of business on November 16, 2016 to the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares there have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and issuances by the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or voting securities of, or other securities of each of equity interests in, the Company's Subsidiaries is , other than the issuance of Company Common Stock upon the exercise of a Company Stock Option or a Company SAR outstanding at the close of business on November 16, 2016 and in accordance with their terms in effect at such time. (b) All outstanding shares of Company Common Stock are, and, at the time of issuance, all such shares that may be issued upon the exercise of Company Stock Options and Company SARs will be, duly authorized, validly issued, fully paid and nonassessable and owned by not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Company Charter, the Company By-laws or any contract, lease, sublease, license, indenture, note, bond, agreement, understanding, undertaking, concession, franchise or other instrument (in each case, whether in writing or oral, to the extent legally binding on the parties thereto) (a “Contract”) to which the Company is a party or otherwise bound. All grants of equity awards or other rights with respect to shares of Company Common Stock to current or former directors, officers, employees, agents or consultants of the Company or by a direct or indirect wholly-owned any Company Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only have been made in accordance with the certificate terms of incorporation the applicable Company Stock Plans and award agreements thereunder and any policy of the Company in effect on or the date Company Board (including any committee thereof) relating to the grant of this Agreementsuch awards or rights. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreementin this Section 4.03, there are no preemptive not issued, reserved for issuance or other outstanding, and there are not any outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities obligations of the Company or any of its Subsidiaries Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any capital stock or voting securities of, or other equity interests in, the Company or any securities Company Subsidiary or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary, (y) any warrants, calls, options or other rights to acquire from the Company or any Company Subsidiary, or any other obligation of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, the Company or similar interest any Company Subsidiary or (z) any rights issued by or other obligations of the Company or any Company Subsidiary that are linked in any way to the price of any Company Capital Stock or any shares of capital stock or voting securities of, or other equity interests in, any corporationCompany Subsidiary, partnershipthe value of the Company, joint venture any Company Subsidiary or any part of the Company or any Company Subsidiary or any dividends or other business distributions declared or paid on any shares of capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary. Except as set forth in Section 4.03(b) of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant AgreementCompany Disclosure Letter, there are no not any outstanding contractual obligations of the Company or any of its the Company Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or voting securities of, or other equity interests in, the Company or any Company Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(iz) of the immediately preceding sentence. With respect to Company Disclosure LetterStock Options, (1) each grant of a Company Stock Option was duly authorized on the date on which the grant of such Company Stock Option was by its terms to acquire any be effective (the “Grant Date”) for such capital stockoption by all necessary corporate action, including, as applicable, approval by the Company Board (or a duly constituted and authorized committee or subcommittee thereof), and (2) the per share exercise price of each Company Stock Option was at least equal to the fair market value of a share of Company Common Stock on the applicable Grant Date. There are no debentures, bonds, notes or other security or equity interest Indebtedness of the Company or its Subsidiaries. The any Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have Subsidiary having the right to vote (or convertible into into, or exercisable for exchangeable for, securities having the right to vote) with the on any matters on which stockholders of the Company on may vote (“Company Voting Debt”). Other than the Voting Agreement, there are no voting agreements with respect to the voting of any mattercapital stock or voting securities of, or other equity interests in, the Company. Section 5.1(b) Neither the Company nor any of the Company Disclosure Letter contains Subsidiaries is a true and complete list of each party to any agreement pursuant to which any Person (other than Subsidiaries is entitled to elect, designate or nominate any director of the Company) in which Company or any of the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇")Subsidiaries.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 100,000,000 shares of Company Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, Stock and 1,000,000,000 2,000,000 shares of Preferred Stockpreferred stock, par value $.01 0.10 per share. At the close of business on May 12, 2003, (i) 14,611,083 shares of Company Common Stock were issued and outstanding, (ii) 472,108 shares of Company Common Stock were held by the Company in its treasury or by any of the Subsidiaries, (iii) 1,247,956 shares of Company Common Stock were subject to issuance upon exercise of outstanding Company Stock Options (as defined in Section 6.04(c)) under the Company Stock Plans (as defined in Section 6.04(c)) at a weighted average exercise price of $8.44 per share, of which, as of the date of this Agreement, 207,537 (iv) 1,110,225 additional shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock were reserved for issuance pursuant to the DoCoMo Warrant Company Stock Plans, (vi) one common share purchase right (a "Company Right") for each share of Common Stock outstanding was issued and outstanding in accordance with that certain Rights Agreement (the "Company Rights Agreement"), dated as of May 17, 2001, between the Company and 50,000,000 A.G. Edwards & Sons, Inc., as Rights Agent (the "Rights Agent"), and (▇▇▇) ▇▇,▇▇▇,000 shares of Series A Preferred Company Common Stock were reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) exercise of the Company Disclosure Letter contains a true and complete list as of January 31Rights. The Company owns, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honordirectly or indirectly, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding capital stock of each Subsidiary free and clear of all Liens (as defined in Section 3.05(a)). Except as set forth above, no other shares of capital stock or other voting securities of, or equity interests in, the Company are issued, reserved for issuance or outstanding except shares issued since the date referenced above upon exercise of each outstanding Company Stock Options and Company Rights issued in connection therewith. All outstanding shares of Company capital stock or of any Subsidiary's capital stock are, and all such shares of Company capital stock that may be issued prior to the Company's Subsidiaries is Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and owned by not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the TBCA, the Company Charter, the Company Bylaws (or such Subsidiary's charter or bylaws) or any contract, lease, license, indenture, note, bond, franchise or other agreement (a "Contract") to which the Company or by a direct Subsidiary is a party or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreementotherwise bound. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreementabove, there are no preemptive or other outstanding rights, not any options, warrants, conversion calls, rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, callsconvertible or exchangeable securities, commitments or rights of any kind that obligate Contracts to which the Company or a Subsidiary is a party or by which any of its Subsidiaries them is bound (x) obligating the Company or a Subsidiary to issue issue, deliver or sell any sell, or cause to be issued, delivered or sold, additional shares of capital stock or other securities of the Company equity interests in, or any of its Subsidiaries security convertible or any securities or obligations convertible exercisable for or exchangeable into any capital stock of or exercisable forother equity interest in, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available (y) permitting the holder thereof to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) vote with shareholders of the Company Disclosure Letter sets forth the name of each Person or a Subsidiary on any matter or (other than direct and indirect wholly-owned Subsidiariesz) in which obligating the Company or any of its Subsidiaries owns any equity a Subsidiary to issue, grant or similar interest in or any interest convertible enter into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30option, 2003)warrant, that Person's jurisdiction of incorporation call, right, security, commitment or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there Contract. There are no not any outstanding contractual obligations of the Company or any of its Subsidiaries Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) Company. There are no shareholder agreements, voting trusts or other security agreements or equity interest understandings to which the Company or any Subsidiary is a party or to which it or any of them are bound relating to the holding, voting or disposition of any shares of capital stock of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇")Subsidiary.

Capital Structure. (ia) The authorized capital stock of the Company consists of 10,000,000,000 shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, (x) 2,000,000,000 Shares and 1,000,000,000 shares of Preferred Stock(y) 25,000,000 preferred shares, par value $.01 0.001 per share, of which, as share (the “Preferred Shares”). As of the date close of this Agreementbusiness on March 20, 207,537 shares 2025 (the “Capitalization Date”), (i) 446,430,167 Shares were issued and outstanding (11,101,917 of Series C which were Company Restricted Stock), (ii) 1,848,280 Shares were held in the treasury of the Company, (iii) no Shares were held by any Subsidiary of the Company, (iv) no Preferred Shares were issued or outstanding and (v) 21,034,248 Shares were reserved for issuance under the Company Stock Plan (of which 10,801,369 Shares were subject to outstanding Company Options and 25,428 shares of Series E Preferred 1,518,390 Shares were subject to outstanding Company RSUs, each as granted under the Company Stock are outstandingPlan). All of the outstanding Shares have been duly authorized and validly issued and are validly issued, fully paid and nonassessablenonassessable (and free of preemptive rights, and were not issued in violation of any preemptive or other similar rights or applicable Law). The Company has no As of the Capitalization Date, 362,503 Shares reserved for issuance, except that, as of January 31, 2004, there were 230,079,174 shares issuable pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan and the Company Adjustment Plan (the "Stock Plans"), 41,748,273 shares of Common Stock are reserved for issuance pursuant under the Company ESPP. (b) From the Capitalization Date to the DoCoMo Warrant Agreement and 50,000,000 shares execution of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights this Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list as of January 31, 2004 of (I) the number of outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwise, including those issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock Shares, except pursuant to the exercise of Company Options and Options, or the settlement of Common Stock Units outstanding on January 31Company RSUs, 2004 in each case in accordance with their respective terms. From January 31, 2004 through and, since the Capitalization Date, except as expressly permitted by this Agreement for the period following the date of this Agreement, neither the Company nor any of its Subsidiaries have has not granted or issued any Company Options Options, Company Restricted Stock, or Common Stock Units. All grants Company RSUs. (c) Except as set forth in Section 4.2(a), as of Common Stock Units and restricted shares were made under the Stock Plans. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant Agreement, there are no preemptive or outstanding (i) shares of capital stock or equity securities or obligations of the Company or its Subsidiaries convertible into or exchangeable for shares of capital stock or other outstanding equity or voting securities of the Company or its Subsidiaries or (ii) rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, rights of first refusal, rights of first offer, “phantom” stock rights, equity-based compensation, contingent value rights, subscriptions, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue issue, transfer or sell any shares of capital stock or other equity or voting securities of the Company or any of its Subsidiaries or any securities or obligations convertible into or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, acquire from the Company or any of its Subsidiaries any equity or voting securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations that grant the holders of which have thereof the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Each Company Option, Company Restricted Stock and Company RSU was granted in accordance with the terms of the Company Stock Plan and all other applicable Law. (d) Section 5.1(b4.2(d) of the Company Disclosure Letter contains sets forth, as of the date of this Agreement, a true and complete list of identifying (i) each Person (other than Subsidiaries of the Company’s Subsidiaries and the ownership interest of the Company and its Subsidiaries in each such Subsidiary and (ii) any other Person in which the Company ownsor any of its Subsidiaries holds capital stock or other equity interest (other than securities held by any employee benefit plan of the Company or any of its Subsidiaries or any trustee, directly agent or indirectlyother fiduciary in such capacity under any such employee benefit plan). No Subsidiary of the Company owns any Shares. To the extent applicable in the relevant jurisdiction and for the applicable entity type, each of the outstanding shares of capital stock or other securities of each of the Company’s Subsidiaries has been duly authorized and validly issued and is fully paid and nonassessable (and were not issued in violation of applicable Law) and is owned by the Company or by a direct or indirect Subsidiary of the Company, free and clear of any voting interest that may require lien, license, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”) (except for Permitted Liens and Liens arising under applicable securities Laws). (e) Section 4.2(e) of the filing Company Disclosure Letter accurately sets forth the following information with respect to all Company Options, Company Restricted Stock, or Company RSUs outstanding as of 5:00 p.m., Eastern Time, on the Capitalization Date: (i) the name of the holder of such Company Option, Company Restricted Stock, or Company RSU; (ii) the number of Shares subject to such Company Option, Company Restricted Stock, or Company RSU; (iii) if such award is a Company Option, the exercise price of such Company Option; (iv) the date on which such Company Option, Company Restricted Stock, or Company RSU was granted; (v) the date on which such Company Option, Company Restricted Stock, or Company RSU expires; and (vi) if such award is a Company RSU, the dates on which Shares are scheduled to be delivered, if different from the applicable vesting schedule. The exercise price of each outstanding Company Option is no less than the fair market value of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976Share, as amended (determined on the "▇▇▇ ▇▇▇")date of grant of such Company Option.

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 (i) 850,000,000 Class A Shares, of which 93,913,554 Class A Shares (which includes 1,060,699 Company Restricted Shares) were outstanding as of the close of business on ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇) 140,000,000 Class B Shares, of which 48,202,310 Class B Shares were outstanding as of the close of business on ▇▇▇▇▇ ▇, ▇▇▇▇, (▇▇▇) 260,000,000 shares of Common StockClass B1 common stock, par value $0.01 per share, none of which, which were outstanding as of January 31the close of business on March 3, 2004, 2,719,301,543 shares are outstanding2017, and 1,000,000,000 (iv) 50,000,000 shares of Preferred Stock, par value $.01 0.01 per share, none of which, which were outstanding as of the date close of this Agreementbusiness on March 3, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock are outstanding2017. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Except as set forth on Section 5.1(b)(i)(A) of the Company Disclosure Letter, as of March 3, 2017, no Shares or Preferred Stock was held by the Company in its treasury. No Subsidiary of the Company owns any shares of capital stock of the Company. Other than as set forth on Section 5.1(b)(i)(B) of the Company Disclosure Letter, as of the close of business on March 3, 2017, the Company has no Shares reserved for issuance. Except as set forth above, except thatthe Company does not have any shares of capital stock or other voting securities issued or outstanding, as of January 31other than Shares that have become outstanding since March 3, 2004, there were 230,079,174 shares issuable 2017 pursuant to outstanding awards under the Company's Amended and Restated Long Term Incentive Plan issuance of the Exchange Class A Shares and the Additional SunE Shares or the exercise of Company Adjustment Plan (the "Stock Plans")Equity Awards, 41,748,273 shares of Common Stock which were reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreement, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingularset forth above. Section 5.1(b5.1(b)(i) (C) of the Company Disclosure Letter contains a true correct and complete list of all Company Equity Awards outstanding as of January 31the close of business on March 3, 2004 of (I) 2017, including the number of outstanding options Shares subject to purchase shares of Common Stock which each Company Equity Award and its vesting schedule. Except as set forth above and except for the Company is obligated to honor, whether through rights (the issuance of shares of Common Stock or otherwise, including those “Rights”) that have been issued under the Stock Plans (each, a "Company Option"), the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise Stockholder Protection Rights Agreement, dated as of July 24, 2016, between the Company Options and Computershare Trust Company, N.A., as Rights Agent (the settlement “SPRA”), as of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company nor to (x) issue or sell any shares of capital stock or other equity securities of the Company or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for, acquire or receive payments determined by reference to the value of any equity securities of the Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding or (y) redeem, repurchase or otherwise acquire any such shares of capital stock or other equity interests. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens. As of the date of this Agreement, 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. As of the date of this Agreement, the total cash balance of the Company and its Subsidiaries is in excess of $800 million, consisting approximately of $640 million of unrestricted cash and $160 million of restricted cash. (ii) Section 5.1(b)(ii)(A) of the Company Disclosure Letter sets forth as of the date of this Agreement (x) each of the Company’s Subsidiaries, its place of organization and the ownership interest of the Company in each such Subsidiary, as well as, to the Knowledge of the Company (as defined in Section 5.1(g)), the ownership interest of any other Person or Persons in each such Subsidiary and (y) the Company’s or its Subsidiaries’ capital stock, equity interest or other direct or indirect ownership interest in any other Person, other than securities in a publicly traded company held for investment by the Company or any of its Subsidiaries have granted or issued any and consisting of less than 1% of the outstanding capital stock of such company. Except as set forth on Section 5.1(b)(ii)(B) of the Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plans. Each Disclosure Letter, each of the outstanding shares of capital stock or other equity securities of each of the Company's ’s Subsidiaries owned directly or indirectly by the Company is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien. As ”), other than any (i) obligations imposed under this Agreement, (ii) restrictions under applicable securities laws, (iii) obligations imposed on the shareholders or members of December 31, 2003, any Subsidiary of the aggregate Liquidation Preference for Company under the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the applicable certificate of incorporation and by-laws, limited liability company agreements or comparable governing documents or tax equity capital contribution or investment agreements ((x) in the case of certificates of incorporation and by-laws, limited liability company agreements or comparable governing documents with respect to the Company and any Material Subsidiaries, copies of which have been made available to Sponsor and (y) in effect on the date case of this Agreementtax equity capital contribution or investment agreements, copies of which have been made available to Sponsor) and (iv) Liens granted in connection with “Non-recourse Long-term Debt” as described in the Company Reports. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreementabove, dated as of December 20, 2000, and amended as the date of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant this Agreement, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to (x) issue or sell any shares of capital stock or other equity securities of any Subsidiary of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any equity securities of any Subsidiary of the Company or any of its SubsidiariesCompany, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date outstanding or (y) redeem, repurchase or otherwise acquire any such shares of this Agreement true and complete copies of the Rights Agreementcapital stock or other equity interests. (iii) Other than any Ancillary Agreements, the DoCoMo Investor Settlement Agreement and the DoCoMo Warrant Voting and Support Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (there are no voting agreements, voting trusts, stockholder agreements, proxies, other than direct and indirect wholly-owned Subsidiaries) in agreements or understandings to which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture is a party with respect to the voting of the capital stock or other business as of equity interests of, restricting the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30transfer of, 2003)or providing for registration rights with respect to, that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇").

Capital Structure. (i) The authorized capital stock of the Company consists of 10,000,000,000 150,000,000 Shares, of which 90,337,379 Shares were outstanding on November 17, 1997, and 10,000,000 shares of Common Stock, of which, as of January 31, 2004, 2,719,301,543 shares are outstanding, and 1,000,000,000 shares of Preferred Stockpreferred stock, par value $US$.01 per shareshare (the "Preferred Shares"), of which, as of the date of this Agreement, 207,537 shares of Series C Preferred Stock and 25,428 shares of Series E Preferred Stock which none are currently outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or Preferred Shares reserved for issuance. As of November 17, except that, as of January 31, 20041997, there were 230,079,174 shares issuable pursuant 4,333,055 Shares subject to outstanding awards under the Company's Amended Company Options. No Shares have been issued and Restated Long Term Incentive Plan and the no Company Adjustment Plan (the "Stock Plans")Options have been authorized, 41,748,273 shares of Common Stock reserved for issuance pursuant to the DoCoMo Warrant Agreement and 50,000,000 shares of Series A Preferred Stock reserved for issuance pursuant to the Amended and Restated Rights Agreementissued or granted on November 17, dated as of September 1, 2002, between the Company and Mellon Investor Services LLC, as Rights Agent, as amended as described in this Agreement (the "Rights Agreement"). A true and complete copy of the Rights Agreement as in effect as of the date of this Agreement has been made available to Cingular1997. Section 5.1(b) of the Company Disclosure Letter Schedule contains a true correct and complete list as of January 31, 2004 of (I) the number of each outstanding options to purchase shares of Common Stock which the Company is obligated to honor, whether through the issuance of shares of Common Stock or otherwiseOption, including those issued under the Stock Plans (eachholder, a "Company Option")date of grant, the exercise price of all Company Options and number of shares of Common Stock issuable at such exercise price and (II) the number of outstanding rights, including those issued under the Stock Plans, to receive, or right the value of which is determined by reference to, shares of Common Stock, the date of grant and number of shares of Common Stock Shares subject thereto (including without limitation restricted stock units) (each a "Common Stock Unit"). From January 31, 2004 to the date hereof the Company has not issued any shares of Common Stock except pursuant to the exercise of Company Options and the settlement of Common Stock Units outstanding on January 31, 2004 in accordance with their terms. From January 31, 2004 through the date of this Agreement, neither the Company nor any of its Subsidiaries have granted or issued any Company Options or Common Stock Units. All grants of Common Stock Units and restricted shares were made under the Stock Plansthereto. Each of the outstanding shares of capital stock or other equity securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and and, except for directors' qualifying shares, owned by the Company or by a direct or indirect wholly-wholly owned Subsidiary subsidiary of the Company, free and clear of any Lien. As of December 31, 2003, the aggregate Liquidation Preference for the Series C Preferred Stock and Series E Preferred Stock is $291 million and such Liquidation Preference may vary from time to time only in accordance with the certificate of incorporation of the Company in effect on the date of this Agreement. Except as set forth above and pursuant to the Rights Agreement and the Amended and Restated Investor Agreement, dated as in Section 5.1(b) of December 20, 2000, and amended as of December 26, 2002, between Former Parent, the Company and DoCoMo (the "DoCoMo Investor Agreement") and the DoCoMo Warrant AgreementDisclosure Schedule, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, arrangements or commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company has made available to Cingular prior to the date of this Agreement true and complete copies of the Rights Agreement, the DoCoMo Investor Agreement and the DoCoMo Warrant Agreement, each as amended. (ii) Section 5.1(b) of the Company Disclosure Letter sets forth the name of each Person (other than direct and indirect wholly-owned Subsidiaries) in which the Company or any of its Subsidiaries owns any equity or similar interest in or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business as of the date of this Agreement (in each case other than any such interests that had a carrying value of less than $5 million on the Company's consolidated balance sheet as of September 30, 2003), that Person's jurisdiction of incorporation or organization and the percentage of and kind of interest owned. (iii) Other than the rights of DoCoMo pursuant to Section 4.3 of the DoCoMo Investor Agreement, and the rights of DoCoMo pursuant to the DoCoMo Warrant Agreement, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock (or options (other than options issued pursuant to Company Compensation and Benefits Plans listed on Section 5.1(h)(i) of the Company Disclosure Letter) to acquire any such capital stock) or other security or equity interest of the Company or its Subsidiaries. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Section 5.1(b) of the Company Disclosure Letter contains a true and complete list of each Person (other than Subsidiaries of the Company) in which the Company owns, directly or indirectly, any voting interest that may require the filing of a report or notification form by Cingular or any Affiliate of Cingular under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇")Voting Debt.