Attachment Attachment A -- Cypr

Attachment A -- Cypr

SUPPLEMENT

Supplement

2010-09-27

This document pretains to ITC-T/C-20100927-00383 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2010092700383_846312

Attachment A CYPRESS OWNERSHIP STRUCTURE: Non-Voting Equity Interests (September 2010) Arcapita Bank B.S.C.(c) (“Arcapita”) Arcapita shareholders and investors who have bought into syndicate directly 100% (“Purchasers”) Arcapita Investment Holdings Limited (“AIHL”) 61% of Retail 39% of Retail 2,196,170 shares Retail 1,379,710 shares Retail 100% AIP Owned by mgmt. TechAccess TechShieldCapital TechNetCapital TechTV Capital of Arcapita and Limited TechInvest Holdings Limited Capital Limited Limited Limited Arcapita Inc. 19% (“THL”) 19% 19% 19% 5% Non-Voting THC Non-Voting THC Non-Voting THC Non-Voting THC Non-Voting THC 89,397 shares THC 89,397 shares THC 89,397 shares THC 89,397 shares THC (a) 18% 22,040 shares THC Non-Voting THC 82,367 shares THC (b) 40% CCI TechInvest Holding Company 300,000 preferred shares CCI (“THC”) 100% Cypress Communications Holding Company “Cypress Holding” 60% CCI 456,247 common shares CCI Cypress Communications, Inc. (“CCI”) 100% Cypress Communications Operating Co., LLC (“Cypress”) 1

CYPRESS OWNERSHIP STRUCTURE: Non-Voting Equity Interests (September 2010) Notes to previous chart TechAccess Capital Limited, TechShield Capital Limited, TechNet Capital Limited, and TechTV Capital Limited are collectively referred to as “Retail” (also known as the Non-Voting Cayman Entities). Each of the Retail entities holds directly 19.35% of the non-voting equity interests of THC. In total, Retail holds directly 77% of the non-voting equity interests of THC. AIHL holds 61% of Retail while “Purchasers” hold 39% of Retail. “Purchasers” are those Arcapita shareholders and investors who have bought shares in Retail directly. Purchasers are independent and do not act in concert. Purchasers are allocated shares in particular Retail entities by Arcapita; Purchasers do not select which Retail entity in which they will hold their shares. Arcapita Incentive Plan AIP is the vehicle by which Arcapita employees hold interests in THC. AIP holds directly 5% of the non-voting equity interest of THC. The equity of CCI consists of common and preferred stock. Cypress Holding, a wholly-owned subsidiary of THC, holds directly 456,247 shares of CCI common stock, which is 60% of the equity of CCI. THL holds directly 300,000 shares of CCI non-voting preferred stock, which is 40% of the equity. Cypress Management have an equity option plan to directly hold 80,000 shares of CCI common stock. Approximately 65,000 options have been issued and are outstanding at this time. The options are exercisable only when Cypress is sold. 2

CYPRESS OWNERSHIP STRUCTURE: Non-Voting Equity Interests (September 2010) FCC Analysis Cypress is the FCC authorization holder. For purposes of the FCC analysis, the following entities hold 10% or more non-voting equity interests in Cypress as follows: - CCI: 100% - Cypress Holding: 60% (Cypress Holding’s 60% x CCI’s 100% of Cypress) - THC: 60% (THC’s 100% x Cypress Holding’s 60% x CCI’s 100% of Cypress) - Retail: 11.5% individually, 46% in total (Retail’s total 77% x THC’s 100% x Cypress Holding’s 60% x CCI’s 100% of Cypress) - THL: 51% (THL’s 18% of THC x THC’s 100% x Cypress Holding’s 60% x CCI’s 100% of Cypress + THL’s 40% of CCI x CCI’s 100% of Cypress) - AIHL: 79% (AIHL’s 61% of Retail x Retail’s total 77% x THC’s 100% x Cypress Holding’s 60% x CCI’s 100% of Cypress + THL’s 18% of THC x THC’s 100% x Cypress Holding’s 60% x CCI’s 100% of Cypress + THL’s 40% of CCI x CCI’s 100% of Cypress) - Arcapita: 79% (Arcapita’s 100% of AIHL, which holds 79% per previous line) No Arcapita shareholder or investor holds an ownership interest in Retail that, separately or (in the case of Arcapita shareholders that are also investors) combined with the investor's interest in Arcapita, would be sufficient to constitute a 10 percent or greater equity Interest in Cypress under the FCC’s ownership attribution rules. 3

CYPRESS OWNERSHIP STRUCTURE: Voting interests (September 2010) Arcapita Bank B.S.C.(c) (“Arcapita”) 100% 100% Voting THC Arcapita Investment Arcapita Inc. Stockholders Management Limited (“AIM”) (Note 1) Call 5 shares Option 100% voting TechInvest Holding Company (“THC”) 100% Notes Cypress Communications 1. Ransom James, a U.S. citizen, holds 100% of the voting Holding Co., Inc. stock of THC representing <1% of the equity in THC in the aggregate and thus <1% of the equity in Cypress in the 100% aggregate. Mr. James is an employee of Arcapita Inc. Cypress Communications, Inc. 100 % Cypress Communications Operating Company, LLC (“Cypress”) 4


Document Created: 2010-10-21 12:16:52
Document Modified: 2010-10-21 12:16:52
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