Parties to the Transaction

Buyer is a newly formed limited liability company organized under the laws of the State of Delaware. Buyer's principal place of business is 201 North Union Street, Suite 300, Alexandria, Virginia 22314. Buyer is jointly owned by members of two families of private investment firms, managed by M/C Venture Partners (M/C Venture) and Columbia Capital, LLC (Columbia Capital). M/C Venture and Columbia Capital will each own a 50% interest in Buyer.

M/C Venture manages a family of investment companies headquartered at 75 State Street, Suite 2500, Boston, MA 02109. M/C Venture's interest in Buyer is to be held principally by M/C Venture Partners V, LP, a Delaware limited partnership, with minor interests by M/C Venture Investors, L.L.C. and Chestnut Venture Partners, Inc. M/C Venture currently holds a significant interest in several other telecommunications-related businesses, including Cavalier Telephone Corporation, Florida Digital Network, Inc. doing business as FDN Communications, NewSouth Communications Corp., and Coral Wireless, LLC.

Columbia Capital is a venture capital firm headquartered at 201 North Union Street, Suite 300, Alexandria, Virginia 22314. Columbia Capital, specializing in the communications and information technology industries, has managed investments in approximately 100 companies in the communications sector. Its interest in ICG will be divided among several Columbia Capital entities, including principally, Columbia Capital Equity Partners III L.P. (QP), a Delaware limited partnership, and Columbia Capital Equity Partners L.P. (Cayman), a Cayman Islands limited partnership. Columbia Capital Equity Partners III L.P., Columbia Capital Investors III L.L.C., and Columbia Capital Employee Investors III, L.L.C. will each hold less than a 10% interest of Buyer. Columbia Capital's managed funds also hold non-controlling interests in other telecommunications ventures including Dominion 700, Inc., Coral Wireless, LLC, and WCS Wireless License Subsidiary, LLC.

ICG, a Delaware corporation, is currently widely held, with only two entities owning or controlling more than ten percent of its outstanding securities. Its principal offices are located at 161 Inverness Drive West, Englewood, Colorado 80112. ICG, through its operating subsidiaries, offers a range of resold and facilities-based services nationwide. These services are primarily offered to medium to large-sized businesses, Internet service providers, interexchange carriers, and other telecommunications carriers.

ICG Telecom, a Colorado corporation qualified to do business in California, is a wholly owned subsidiary of ICG Holdings, Inc., a wholly owned subsidiary of ICG. Its headquarters is located at 161 Inverness Drive West, Englewood, Colorado 80112. ICG Telecom provides local exchange and interexchange services within California pursuant to Decision (D.) 95-12-057 and D.94-07-071, respectively. In addition to its California operations, ICG Telecom, or its subsidiaries, are also authorized to provide interstate and international services and local and/or intrastate long distance services in every other state except Alaska.