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<br />Appendix D lists the 25 largest multichannel providers as of earlier this <br />calendar year by number of video subscribers. This list includes both cable <br />operators and satellite service providers. Although WaveOlvision is not listed <br />(some of its 155,000 subscribers may not be video subscribers), with the addition <br />of the subscribers proposed to be acquired from RCN, and the fact that <br />Adelphia's subscribers have been acquired by Comcast and Time Warner, <br />WaveDivision likely will become a top 25 provider. <br /> <br />For comparison, RCN is number 15 on the list, while Comcast is number <br /> <br />1. <br /> <br />B. Transferee Ownership Structure <br /> <br />Appendix E contains Exhibit 5 of the Form 394, which describes the <br />ownership structure of Astound Broadband, LLC, the proposed transferee, and <br />its parent WaveOivision Holdings, LLC. <br /> <br />As indicated, 90% of the Class A stock ofWaveOivision is held by Sandler <br />V Partnerships, an investment firm specializing in the media, communications <br />and entertainment industries. The remaining 10% of the Class A stock is held by <br />WaveOivision Capital, LLC, whose owners of more than 5% equity interests are <br />listed as Steven Weed, David Roberts and Stanlev Roberts. <br /> <br />In addition to the Class A shares, there are also Class B and Class C <br />shares, which carry certain limitations. The Class B and Class C shareholders <br />are entitled to share in distributions only after the Class A shareholders have <br />received distributions equal to their initial capital contributions, plus a specified <br />return thereon. <br /> <br />WaveOivision Networks, LLC, Which is 1000/0-owned by Steven Weed, <br />holds 85% of the Class B and Class C shares. Steve Friedmanz holds the <br />remaining 15% of the Class B and Class C shares. Mr. Weed is the Chief <br />Executive Officer (CEO) of the transferee, and Mr. Friedman is the Chief <br />Operating Officer (COO). <br /> <br />C. ACQuisition Details <br /> <br />A copy of the "Asset Purchase Agreement" between RCN Telecom <br />Services, Inc. and Astound Broadband, LLC dated August 17, 2006, was <br />included with the Form 394. The document has not been redacted, and includes <br />all details of the transaction. <br /> <br />2 Steve Friedman is not known to be related to Michael Friedman of Telecommunications <br />Management Corp. <br /> <br />7 <br /> <br />6.30 <br />Page 46 <br />