Exhibit 99.2  Description of Virgin Media Inc.s
Common Stock   References to us,
our, we, Virgin Media and the Company shall mean Virgin Media Inc.  The following
provides a consolidated description of our common stock:  Authorized Capital Stock  Our authorized capital
stock consists of 1,000,000,000 shares of our common stock, 300,000,000 shares
of our Class B redeemable common stock and 5,000,000 shares of preferred
stock. As of April 3, 2008, we had 328,011,216 shares of common stock
outstanding, which were held of record by approximately 484 stockholders, and
no shares of preferred stock or Class B redeemable common stock
outstanding.  The number of authorized
shares of any of our preferred stock, our common stock or our Class B
common stock may be increased or decreased, but not below the then number of
shares outstanding or reserved for issuance, by the vote of the holders of a
majority of the voting power of our capital stock and no vote of the holders of
any of our preferred stock, our common stock or our Class B common stock,
voting separately as a class, is required therefor. Our second restated
certificate of incorporation, which we refer to as our certificate of
incorporation, our restated bylaws, our Series A Warrant Agreement, as
amended, our Stockholder Rights Agreement, as amended, and the form of
indemnity agreement provided to our officers and directors contain the full
legal text of the matters described in this section. We have filed copies of
these documents with the Securities and Exchange Commission, or SEC.  Common
Stock  The holders of our
common stock are entitled to one vote for each share held of record on all
matters submitted to a vote of our stockholders and do not have cumulative
voting rights. The holders of our common stock are not entitled to vote on any
amendment to our certificate of incorporation that relates solely to the terms
of one or more outstanding series of our preferred stock if the holders of the
affected series of our preferred stock are entitled, either separately or
together with the holders of one or more other series of our preferred stock,
to vote on these amendments under our certificate of incorporation or under the
Delaware General Corporation Law, or DGCL.  After payment of any
dividends due and owing to any holders of our preferred stock, holders of our
common stock are entitled to proportionately receive any dividends as may from
time to time be declared by our board of directors out of funds legally
available for the payment of dividends.  In the event of our
liquidation, dissolution or winding up, holders of our common stock would be
entitled to share proportionately in all of our assets available for
distribution to holders of our common stock remaining after payment of
liabilities and liquidation preference of any of our outstanding preferred
stock. Holders of common stock have no preemptive rights and have no rights to
convert their common stock into any other securities. There are no redemption
or sinking-fund provisions contained in our certificate of incorporation with
respect to the common stock. There is no liability for further calls or for
assessments by us.  The rights, preferences
and privileges of holders of our common stock may be adversely affected by the
rights of the holders of shares of any series of preferred stock that may be
issued in the future.  Our common stock
currently trades under the symbol VMED on the NASDAQ Global Select Market.  Preferred
Stock  Our board of directors has the authority to issue
preferred stock in one or more series without any further vote or action by our
stockholders, unless any action is required by applicable law, the rules of


any
exchange, automated quotation system or regulated quotation system on which our
securities may be listed or quoted or applicable rules of any
self-regulatory organization. Our board of directors may fix as to any series
of preferred stock the designation, title, voting powers and any other
preferences as well as the other rights and qualifications, limitations or
restrictions.  The ability of our board
of directors to issue one or more series of preferred stock provides increased
flexibility in structuring possible future financings and acquisitions and in
meeting other corporate needs which might arise. Our board of directors will
make any determination to issue the shares based on its judgment as to our best
interests and the best interests of our stockholders. Our board of directors,
in so acting, could issue preferred stock having terms that could discourage an
acquisition attempt or other transaction that some or a majority of the
stockholders might believe to be in their best interests or in which
stockholders might receive a premium for their shares over the then current
market price of our common stock.  Series A Junior Participating Preferred Stock  Our certificate of
incorporation authorizes the issuance of 1,000,000 shares of Series A
Junior Participating Preferred Stock. The issuance of the Series A Junior
Participating Preferred Stock is governed by our Stockholder Rights Agreement,
as described in  Stockholder Rights Agreement below.  Dividends and Ranking.Each share of Series A Junior Participating Preferred
Stock will entitle its holder to receive dividends out of our funds legally
available for the payment of dividends. With respect to those dividends, the Series A
Junior Participating Preferred Stock will rank:  ·senior to all classes of the common stock and to
each other class of capital stock or series of our preferred stock that are
designated to rank junior to the Series A Junior Participating Preferred
Stock;  ·junior to all classes of our preferred stock that
are designated to rank senior to the Series A Junior Participating
Preferred Stock; and  ·equal to all classes of preferred stock that are
designated to rank equally with the Series A Junior Participating
Preferred Stock.  Dividends are payable quarterly in cash on the first
day of January, April, July and October of each year, in an amount
per share adjusted proportionately to account for any stock dividends on, or
subdivisions or combinations of, our common stock, equal to the greater of:  ·   $10.00;
or  ·subject to adjustment, 1,000 times the
aggregate amount per share of all cash and non-cash dividends declared on the
common stock since the immediately preceding dividend payment date (other than
certain exempted dividends).  Liquidation, Dissolution or Winding up.Upon our liquidation, dissolution or winding up, the holders
of outstanding shares of Series A Junior Participating Preferred Stock
will be entitled to be paid out of the assets available for distribution to our
stockholders after payment of any liquidation values of any securities senior
in liquidation rights to the Series A Junior Participating Preferred
Stock. The holders of the Series A Junior Participating Preferred Stock
will be entitled to receive, subject to adjustment for a stock dividend on, or
a subdivision or combination or consolidation of, our common stock, the greater
of:  ·$1,000.00 for each share of Series A
Junior Participating Preferred Stock they hold, plus any accrued and unpaid
dividends or distributions on those shares; and  ·the aggregate amount per share equal to 1,000
times the aggregate amount to be distributed per share to holders of the common
stock.


If,
upon any liquidation, dissolution or winding up of us, the remaining assets
available for distribution are insufficient to pay the holders of the Series A
Junior Participating Preferred Stock and all other securities ranking equally
with the Series A Junior Participating Preferred Stock with respect to
liquidation the full amount to which they are entitled, the holders of Series A
Junior Participating Preferred Stock will share those remaining assets ratably
with the holders of these equally ranking securities. Following the payment of
the liquidation value in full with respect to each share of Series A
Junior Participating Preferred Stock, no additional distributions will be made
to the holders of the Series A Junior Participating Preferred Stock.  Voting Rights.Subject to adjustment for a stock dividend on, or a
subdivision or combination of, our common stock, each share of Series A
Junior Participating Preferred Stock will entitle the holder to 1,000 votes on
all matters submitted to a vote of holders of our common stock. The holders of
the Series A Junior Participating Preferred Stock will vote together with
the holders of our common stock as a single class.  If
dividends on the Series A Junior Participating Preferred Stock are in
arrears in an amount equal to six quarterly dividends, whether or not
consecutive, the holder of the Series A Junior Participating Preferred
Stock will, voting as a single class with the holders of other shares of
preferred stock having similar rights, be entitled to elect two new directors
to our board of directors. The directors will serve until dividends on the Series A
Junior Participating Preferred Stock are no longer in arrears.  Consolidation, Merger,
etc.If we enter
into any consolidation, merger, combination or other transaction in which our
common stock is exchanged or changed into other stock or securities, cash or
any other property, then the Series A Junior Participating Preferred Stock
shall be exchanged or changed in an amount per share equal to 1000 times the
aggregate amount of stock, securities, cash or other property for which each
share of our common stock is changed or exchanged.  Redemption.The Series A
Junior Participating Preferred Stock will not be redeemable.  Conversion.The Series A
Junior Participating Preferred Stock will not be convertible.  Class B Redeemable Common Stock  Our Class B redeemable common stock was
authorized and issued for purposes of the merger of NTL Incorporated with a
subsidiary of Telewest Global, Inc. It has rights and privileges identical
to our common stock, except in respects no longer relevant, and except that it
is not transferable. It has all been redeemed.  Stockholder
Rights Agreement  Each share of our common
stock is accompanied by a stockholder right. Each stockholder right, when it
becomes exercisable, entitles the registered holder to purchase from us one
one-thousandth of a share of Series A Junior Participating Preferred Stock
at the stockholder rights purchase price of $80.00, subject to adjustment
pursuant to the terms of the Stockholder Rights Agreement.  The Stockholder Rights Agreement is intended to
encourage a potential acquirer to negotiate directly with the Virgin Media
board of directors, but may have anti-takeover effects. The Stockholder Rights
Agreement could cause substantial dilution to a person or group that acquires a
substantial interest in Virgin Media without the prior approval of the our
board of directors. The effect of the stockholder rights may be to delay, defer
or prevent a change in control of Virgin Media (including through a third party
tender offer at a price which reflects a premium to then prevailing market
prices) that may be beneficial to our stockholders.


The stockholder rights
will separate from our common stock and become exercisable on the distribution
date, which is the earlier of (i) the close of business on the date a
person or group becomes an acquiring person by (a) having acquired
beneficial ownership of 15% or more of the outstanding shares of our common
stock, except for acquisitions of 15% or more by Virgin Media, by any of its
subsidiaries, by any of our employee benefit plans or related entities,
directly from Virgin Media, as a result of stock repurchases by Virgin Media or
as a result of inadvertent acquisitions where the person rectifies the breach
in accordance with the Stockholder Rights Agreement, or (b) entering into
an agreement or arrangement with us or any of our subsidiaries providing for an
acquisition transaction when the stockholder rights are not redeemable, and (ii) the
date 10 business days (or such later date as the Telewest board of directors
will determine) following the commencement of a tender offer or exchange offer
that would result in a person or group becoming an acquiring person.  The stockholder rights
will not be exercisable until the distribution date and will expire at 5:00 p.m.,
New York City time, on March 2, 2014 unless such date is extended or the
stockholder rights are earlier redeemed or exchanged by Virgin Media.  In the event that a
person becomes an acquiring person, each holder of a stockholder right will
thereafter have the right to receive, upon exercise, our common stock (or, in
certain circumstances, other securities of Virgin Media) having a value equal
to two times the exercise price of the stockholder right. Once the stockholder
rights become exercisable, all rights owned by the acquiring person, and the
acquiring persons affiliates and associates, will be null and void.  In the event that, at
any time following the shares acquisition date, (i) Virgin Media is
acquired in a merger or other business combination transaction in which the
holders of all of our outstanding shares of common stock immediately prior to
the consummation of the transaction are not the holders of all of the surviving
companys voting power, or (ii) more than 50% of the assets or earning
power of Virgin Media is sold or transferred, in either case with or to an
acquiring person or any affiliate or associate or any other person in which
such acquiring person, affiliate or associate has an interest or any person
acting on behalf of or in concert with such acquiring person, affiliate or
associate, or, if in such transaction all holders of our common stock are not
treated alike, any other person, then each holder of a stockholder right
(except stockholder rights which previously have been voided as set forth
above) shall thereafter have the right to receive, upon exercise, common shares
of the acquiring company (or in certain circumstances, its parent) having a
value equal to two times the exercise price of the stockholder right. The
holder of a stockholder right will continue to have the right described in this
paragraph whether or not such holder exercises or surrenders the right
described in the preceding paragraph.  At any time prior to the
earlier of (i) a person becoming an acquiring person or (ii) the expiration
of the stockholder rights, and under certain other circumstances, our board of
directors may redeem the stockholder rights in whole, but not in part, at a
price of $0.001 per stockholder right, or the stockholder rights redemption
price, payable in cash, our common stock or other consideration deemed
appropriate by our board of directors.  Additionally, following the shares acquisition date,
we may redeem the then outstanding stockholder rights in whole, but not in
part, at the stockholder rights redemption price, provided that (i) such
redemption is in connection with a merger or other business combination
transaction or series of transactions involving us in which all holders of
shares of our common stock are treated alike but not involving an acquiring
person or its affiliates or associates or (ii) for so long as the
acquiring person is not thereafter the beneficial owner of 15% of our common
stock and at the time of redemption no other persons are acquiring persons. The
payment of the stockholder rights redemption price may be deferred under
certain circumstances as contemplated in the stockholder rights agreement.


Any of the provisions of
the Stockholder Rights Agreement may be amended by our board of directors prior
to the distribution date. After the distribution date, the provisions of the
Stockholder Rights Agreement may be amended by our board of directors in order
to cure any ambiguity, to make changes that do not adversely affect the
interests of holders of stockholders rights, or to shorten or lengthen any time
period under the Stockholder Rights Agreement, except that the Stockholder
Rights Agreement may not be supplemented or amended to lengthen (1) a time
period relating to when the stockholder rights may be redeemed at such time as
when the stockholder rights are not then redeemable, or (2) any other time
period unless any such lengthening is for the purpose of protecting, enhancing
or clarifying the rights of, and/or the benefits to, the holders of stockholder
rights under the Stockholder Rights Agreement. The foregoing notwithstanding,
no amendment may be made to the Stockholder Rights Agreement at a time when the
stockholder rights are not redeemable except to cure any ambiguity or correct
or supplement any provision contained in the Stockholder Rights Agreement that
may be defective or inconsistent with any other provision therein.  SeriesA Warrants  On January 10,
2003, when we emerged from reorganization under Chapter 11 of the U.S.
Bankruptcy Code, we issued Series A warrants to some of our former
creditors and stockholders. Each of our Series A warrants entitles the
holder to purchase 2.94645 shares of common stock at an exercise price of
$105.17 per share, subject to adjustment. The Series A warrants are
presently exercisable for a total of 25,769,060 shares of our common stock. The
Series A warrants expire on January 10, 2011. The agreement governing
the Series A warrants is governed by New York law. The Series A
warrants are listed on the NASDAQ Global Select Market under the symbol VMEDW.  Instead of paying the
aggregate exercise price, the holder of a Series A warrant may request
that we deliver a number of shares of our common stock equal to:  ·the product of the then
current market price per share of common stock as of the date we receive the
request, multiplied by the number of shares of common stock underlying the Series A
warrants being exercised; minus  ·the product of the
exercise price, multiplied by the number of shares of common stock underlying
the Series A warrants being exercised; divided by  ·the market price per share
of common stock as of the date the request is received by the Company.  We
will not be required to issue fractional shares of common stock upon the
exercise of the Series A warrants.  The exercise price and
number of shares issuable upon exercise of each Series A warrant will be
proportionately adjusted if we:  ·   pay
a dividend or make a distribution on our common stock in shares of common
stock;  ·   subdivide
or combine our outstanding shares of common stock;  ·make a distribution on our
common stock in shares of our capital stock other than common stock; or  ·issue by reclassification
of our common stock any shares of our capital stock.  Following
this adjustment, the holders of Series A warrants will be entitled to
receive the number and kind of shares of common stock or other securities which
they would have received if their Series A warrants had been exercised immediately
before the occurrence of any of these events.


The Series A
warrant exercise price also will be adjusted pursuant to the terms of the Series A
Warrant Agreement if we:  ·distribute warrants, options or other rights to holders of
common stock entitling them, for a period expiring within 45 days after a
specified record date, to purchase shares of common stock or securities
convertible into, or exchangeable or exercisable for, common stock at a price
per share, or with an initial conversion, exchange or exercise price, less than
the market price per share of common stock on that record date; or  ·distribute non-cash assets, debt securities, preferred stock
or any options, warrants or other rights to purchase debt securities, assets or
other securities of ours.  Upon the adjustment of
the exercise price, the number of shares issuable upon exercise of the Series A
warrants will be adjusted pursuant to the terms of the Series A Warrant
Agreement.  The Series A
Warrant Agreement further provides that some other actions or events may
trigger an adjustment in the exercise price of the Series A warrants,
including some recapitalizations or reclassifications of shares of our common stock,
consolidations or mergers, sales or transfers of all or substantially all of
our assets and compulsory share exchanges. If one of these events takes place
as part of a cash transaction (a cash transaction) then the following
criteria apply:  ·the cash transaction is entered into or
publicly announced on or before January 10, 2004 and the amount of cash
consideration payable to a holder of one share of common stock exceeds $133.49;
or  ·the cash transaction is entered into or
publicly announced on or before January 10, 2005, and the amount of cash
consideration payable to a holder of one share of common stock exceeds $162.09;
or  ·the cash transaction is entered into or
publicly announced on or before January 10, 2006 and the amount of cash
consideration payable to a holder of one share of common stock exceeds $190.70;
and  ·the acquiring person or an affiliate of the acquiring person
has any class of voting stock having ordinary voting power for the election of
a majority of the board of directors or governing body, other than stock having
voting power only by reason of the happening of a contingency.  The foregoing criteria
were not satisfied on or before January 10, 2006. The Series A
Warrant Agreement further provides that if the above-mentioned criteria are
satisfied then the Series A warrants will become warrants of the acquiring
person or, in specified circumstances, the warrants of an affiliate of the
acquiring person. These warrants, as modified, will also expire on January 10,
2011 and will:  ·   have
an exercise price equal to an adjustment multiple, as described below,
multiplied by:  ·in the event of an existing listing, the 25-day average
market price of the acquirors or its affiliates listed voting stock
determined on the date the cash transaction is entered into or publicly
announced, whichever is lower; or  ·in the event of a new listing, the 15-day
average market price of the acquirors or its affiliates listed voting stock
determined as of the close of trading on the fifteenth consecutive trading day
post-consummation of the cash transaction; and  ·be exercisable for a number of shares of the
acquirors or its affiliates listed voting stock equal to the aggregate
exercise price of the Series A warrants divided by the aggregate exercise
price of the acquiror or affiliate warrants.


In the event of a cash transaction, the adjustment
multiple referred to above will equal the exercise price divided by the cash
consideration payable in respect of one share of common stock in the cash
transaction. In the event of a transaction consummated with a combination of
cash and non-cash consideration to which cash transaction treatment would apply
for purposes of the warrant, the adjustment multiple will equal the exercise
price divided by the cash consideration payable in respect of one share of
common stock in the transaction, plus:  ·the acquirors or its affiliates listed voting
stock portion of the other consideration offered per share of common stock
valued based on:  ·in the event of an existing listing, the 25-day
average market price of the acquirors or its affiliates listed voting stock
determined on the date the cash transaction is entered into or publicly
announced, whichever is lower; or  ·in the event of a new listing, the 15-day average
market price of the acquirors or its affiliates listed voting stock
determined as of the close of trading on the fifteenth consecutive trading day
post-consummation of the cash transaction; and  ·the acquirors or its affiliates non-listed voting
stock portion of the other consideration offered per share of common stock as
determined by our board of directors.  Concurrently with the consummation of a cash
transaction or a cash and non-cash consideration transaction to which cash
transaction treatment would apply for purposes of the warrants:  ·the person formed by or surviving any transaction
will enter into a supplemental warrant agreement providing for adjustments that
will be equivalent, to the extent practical, to the adjustments provided for in
the Series A warrant agreement; and  ·the successor person will mail to Series A
warrant holders a notice describing the supplemental warrant agreement.  The Series A Warrant Agreement further provides
that if these criteria are not satisfied but a cash transaction is entered into
or publicly announced on or before January 10, 2006, subject to
consummation of the transaction, the exercise price will be automatically
adjusted to equal 90% of the cash consideration per share of common stock
payable in the transaction. The transaction will not be consummated unless and
until a notice setting forth the adjustment has been mailed to all registered
holders of Series A warrants. The record date for the mailing will be two
business days prior to the first mailing of the adjustment. The notice period
must remain open for a period of at least 20 business days from the date of
first mailing of the adjustment notice. On the later to occur of the expiration
of the 20-business day notice period and consummation of the transaction, any Series A
warrant not previously exercised will expire at that time. No cash transaction
was entered into or publicly announced on or before January 10, 2006.  If on or after January 10, 2003 and prior to January 10,
2011, a transaction of the type described above is consummated and the
consideration payable to holders of common stock consists solely of non-cash
consideration (a non-cash transaction):  ·the Series A warrants will automatically
become exercisable for the kind and amount of non-cash consideration that the
holder of a Series A warrant would have owned or had the right to acquire
immediately after consummation of the transaction if the holder had exercised
the Series A warrant immediately prior to the consummation of the
transaction;  ·concurrently with the consummation of this type of
non-cash transaction, or a transaction with both cash and non-cash
consideration to which non-cash transaction treatment would apply for purposes
of the warrants pursuant to the terms of the Series A warrant agreement,


the person formed by or
surviving any such transaction will enter into a supplemental warrant agreement
providing for adjustments that will be equivalent, to the extent practical, to
the adjustments provided for in the Series A warrant agreement; and  ·the successor person will mail to Series A
warrant holders a notice describing the supplemental warrant agreement.  If on or after January 10, 2003 and prior to January 10,
2011, a transaction of the type described above is consummated and the
consideration payable to holders of common stock consists partly of cash
consideration and partly of non-cash consideration:  ·if the cash consideration payable in the
transaction exceeds 90% of the total consideration payable in the transaction,
cash transaction treatment will apply to the Series A warrants in the
transaction; and  ·if the cash consideration payable in the transaction is less
than or equal to 90% of the total consideration payable in the transaction,
non-cash transaction treatment will apply to the Series A warrants in the
transaction.  If non-cash transaction treatment applies to Series A
warrants in a transaction with both cash and non-cash consideration:  ·the Series A warrants will automatically become
exercisable for the kind and amount of non-cash consideration which the holder
of a Series A warrant would have owned or had the right to acquire
immediately after consummation of the transaction if the holder had exercised
the Series A warrant immediately prior to the consummation of the transaction;
and  ·any cash consideration that the Series A warrant holder
would have been entitled to receive in the transaction with both cash and
non-cash consideration will be valued at the amount of the cash. In lieu of
payment of the cash consideration, the following form(s) of non-cash
consideration will be paid to the Series A warrant holders on a pro rata
basis until the full amount of the portion of the cash consideration that would
have otherwise been payable to the Series A warrant holders in the
transaction with both cash and non-cash consideration is paid:  ·first, in
acquirors listed voting stock; and  ·second, in securities or other property or
assets, excluding cash consideration except solely in the case of fractional
shares.  No adjustment in the exercise price of the Series A
warrants will be required if the adjustment, together with any prior
adjustments not made, is less than 1% of the Series A warrants current
exercise price or if Series A warrant holders are to participate in the
transaction. No adjustment in the exercise price of the Series A warrants
will be required in the case of a change in the par value of the common stock.
To the extent the Series A warrants become convertible into cash, no
adjustment will be required thereafter.  In the event that the exercise price is adjusted, we
will, within 25 days, deliver to the warrant agent, with notice to the Series A
warrant holders, a certificate setting forth the exercise price after the
adjustment and setting forth, in reasonable detail, the method of calculation
therefor and the number of shares of common stock issuable upon exercise of a Series A
warrant. Upon each adjustment of the Series A warrant exercise price, the
number of shares of common stock issuable upon exercise of each outstanding Series A
warrant will be adjusted accordingly. Prior to us undertaking some actions, we
must mail a notice detailing the transaction at least 10 or 20 days,


depending
on certain circumstances, prior to the applicable record date or promptly in
the case of events for which there is no record date.  Certificate of Incorporation and Bylaw Provisions  Various provisions contained in our certificate of
incorporation and restated bylaws could delay or discourage some transactions
involving an actual or potential change in control of us. These provisions may
also limit the ability of our stockholders to remove current management or
approve transactions that our stockholders may deem to be in their best
interests. For these reasons, these provisions could adversely affect the price
of our common stock. These provisions:  ·divide our board of directors into three classes of
directors, with each class serving a staggered three-year term. As the
classification of the board of directors generally increases the difficulty of
replacing a majority of the directors, this classification may discourage a
third party from making a tender offer or otherwise attempting to obtain
control of us and may maintain the composition of the board of directors;  ·provide that a director may be removed from our board of
directors only for cause, and then only by a supermajority vote of the
outstanding shares;  ·state that special meetings of our stockholders may be
called only by a majority of our board of directors, any board committee, our
chairman or our president and stockholders may not act by written consent;  ·establish advance notice requirements for submitting
nominations for election to the board of directors and for proposing matters
that can be acted upon by stockholders at a meeting;  ·provide that our restated bylaws may be amended by either (i) a
supermajority vote of the outstanding shares or (ii) a majority vote of
our board of directors, except that a supermajority vote of our board of
directors is required to amend any provision relating to the conduct of
business in the name of the corporation and the commingling of corporate money
and assets;  ·provide that some provisions of our certificate of
incorporation can be amended only by supermajority vote of the outstanding
shares;  ·provide that none of our directors will be personally liable
for monetary damages for breach of fiduciary duty as a director, to the extent
permitted under the DGCL; and  ·provide that we are governed by Section 203 of the
DGCL. See  Delaware Anti-Takeover Law below.  Delaware Anti-Takeover Law  In our certificate of incorporation, we have elected
to be governed by Section 203 of the DGCL. Generally, Section 203 of
the DGCL prohibits a publicly-held Delaware corporation from engaging in any
business combination with an interested stockholder for a period of three years
following the time that the stockholder becomes an interested stockholder,
unless:  ·prior to that time either the business combination or the
transaction that resulted in the stockholder becoming an interested stockholder
is approved by the board of directors of the corporation;  ·upon consummation of the transaction that
resulted in the stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced excluding, for purposes of
determining the voting stock outstanding, those shares held by persons who are
both


directors
and officers and some employee stock plans but not excluding the outstanding
voting stock owned by the interested stockholder; or  ·at or subsequent to that time the business
combination is approved by the board of directors of the corporation and
authorized at an annual or special meeting of stockholders, and not by written
consent, by the affirmative vote of at least two-thirds of the outstanding
voting stock that is not owned by the interested stockholder.  A
business combination includes some mergers, consolidations, asset sales,
transfers and other transactions resulting in a financial benefit to the
interested stockholder. An interested stockholder is a person who, together
with affiliates and associates, owns, or within the preceding three years did
own, 15% or more of the corporations voting stock.  Transfer Agent and Registrar  The transfer agent and registrar for our common stock
and Series A warrants is The Bank of New York.  Indemnification Provisions  Section 145 of the Delaware General Corporation
Law authorizes a corporation to indemnify its directors, officers, employees
and agents against expenses, including attorneys fees, judgments, fines and
amounts paid in settlement reasonably incurred, including liabilities under the
U.S. Securities Act of 1933 (the Securities Act). In order to receive
indemnification, the director, officer, employee or agent must have acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the corporation. However, in the case of proceedings brought
by or on behalf of the corporation, indemnification is limited to expenses and
is not permitted if the individual is adjudged liable to the corporation,
unless the court determines otherwise. Our certificate of incorporation and
restated bylaws require us to indemnify our officers and directors to the full
extent permitted by Delaware law. The indemnification permitted under Delaware
is not exclusive of any other rights to which these persons may be entitled.  Section 102(b)(7) of the Delaware General
Corporation Law authorizes a corporation to limit or eliminate its directors
liability to the corporation or its stockholders for monetary damages for
breaches of fiduciary duties, other than for:  ·   breaches
of the duty of loyalty to the corporation or its stockholders;  ·acts or omissions not in good faith or that
involve intentional misconduct or knowing violations of law;  ·unlawful payments of dividends, stock purchases
or redemptions; or  ·transactions from which a director derives an
improper personal benefit.  Our
certificate of incorporation limits to the full extent permitted by Delaware
law our directors liability to us and our stockholders for monetary damages
for breaches of fiduciary duty.  Section 145 of the Delaware General Corporation
Law authorizes a corporation to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
corporation against any liability asserted against him or her and incurred by
him or her in his or her capacity as a director, officer, employee or agent of
the corporation, or arising out of his or her status as a director, officer,
employee or agent of the corporation. Our certificate of incorporation and
restated bylaws provide that we may, to the full extent permitted by law,
purchase and maintain insurance on behalf of any of our directors, officers,
employees or agents against any


liability that may be
asserted against him or her and we currently maintain this insurance. We have
liability insurance covering our directors and officers for claims asserted
against them or incurred by them in their capacity as directors and officers,
including claims brought under the Securities Act.  In addition, we provide
indemnity agreements to our officers and directors. Under our bylaws and these
indemnity agreements, we must indemnify an indemnitee to the fullest extent
permitted by the DGCL for losses and expenses incurred in connection with
actions in which the indemnitee is involved by reason of having been a director
or officer of ours. We are also obligated to advance expenses an indemnitee may
incur in connection with these actions before any resolution of the action. The
form of indemnity agreement provided to our directors and officers has been
filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31,
2007 and is incorporated by reference herein.