CERTAIN INFORMATION CONCERNING PURCHASER Clause Samples

CERTAIN INFORMATION CONCERNING PURCHASER. Stockholders and other interested parties should read the Merger Agreement for a more complete description of the provisions summarized below. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Merger Agreement. The Merger Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about Turnstone, Purchaser, Merger Sub or their respective subsidiaries and affiliates. The Merger Agreement contains representations and warranties by Turnstone, on the one hand, and Purchaser and Merger Sub, on the other hand, made solely for the benefit of the other. The assertions embodied in those representations and warranties are subject to qualifications and limitations agreed to by the respective parties in negotiating the terms of the Merger Agreement, including information in confidential disclosure schedules delivered in connection with the signing of the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between Turnstone, on the one hand, and Purchaser and Merger Sub, on the other hand, rather than establishing matters as facts. Accordingly, the representations and warranties in the Merger Agreement should not be relied on by any persons as characterizations of the actual state of facts about Turnstone, Purchaser, Merger Sub or their respective subsidiaries or affiliates at the time they were made or otherwise. In addition, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Turnstone’s public disclosures.

CERTAIN INFORMATION CONCERNING PURCHASER. 17 10. SOURCE AND AMOUNT OF FUNDS.......................................................................... 18 11.

CERTAIN INFORMATION CONCERNING PURCHASER. Upon the successful completion of the Offer (including satisfaction of the Minimum Condition (as defined below)), ▇▇. ▇▇▇▇▇▇▇ will transfer all of the Shares owned by him to Purchaser to effect a merger of Purchaser with and into Atalanta/Sosnoff with Atalanta/Sosnoff being the surviving corporation. See "Special Factors -- Purpose and Structure of the Offer and ▇▇▇▇▇▇; Reasons of Purchaser and ▇▇. ▇▇▇▇▇▇▇ for the Offer and Merger" and "Special Factors -- The Merger Agreement and Tender Agreements." WHY ARE YOU MAKING THIS OFFER? We are making this Offer to acquire all of the outstanding Shares that ▇▇. ▇▇▇▇▇▇▇ does not already own. See "Introduction" and "Special Factors -- Purpose and Structure of the Offer and ▇▇▇▇▇▇; Reasons of Purchaser and ▇▇. ▇▇▇▇▇▇▇ for the Offer and Merger." WHAT SHARES ARE BEING SOUGHT IN THE OFFER?

CERTAIN INFORMATION CONCERNING PURCHASER. Atalanta Acquisition Company, a Delaware corporation, was formed by ▇▇. ▇▇▇▇▇▇▇ to acquire all of the outstanding Shares not already owned by him pursuant to this Offer and Merger and has not conducted any activities other than in connection with this Offer and Merger since its organization. ▇▇. ▇▇▇▇▇▇▇ currently owns all of the issued and outstanding capital stock of Purchaser. The principal executive offices of Purchaser are located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (telephone number (▇▇▇) ▇▇▇-▇▇▇▇). Purchaser currently does not own any Shares. Upon successful completion of this Offer (including satisfaction of the Minimum Condition), ▇▇. ▇▇▇▇▇▇▇ currently intends to transfer all Shares owned by him to Purchaser to permit Purchaser to effect the Merger. See "Special Factors -- The Merger; Plans for the Company after the Offer and Merger; Certain Effects of the Offer and Merger." As of the date hereof, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ is the President and Secretary of Purchaser and the sole member of the board of directors of Purchaser. See Schedule I to this Offer to Purchase for ▇▇. ▇▇▇▇▇▇▇'▇ business address, principal occupation or employment, five year employment history and citizenship. As described in this Offer to Purchase, following completion of the Merger, it is currently expected that the current officers of the Company and its subsidiaries will remain as officers of the Surviving Company or one of its subsidiaries and the current directors on the Board (other than ▇▇. ▇▇▇▇▇▇▇) will cease to serve on the Board of the Surviving Corporation, although ▇▇. ▇▇▇▇▇▇▇▇▇ is currently expected to serve on the board of directors (or similar governing body) of one or more of the Company's subsidiaries. Except as set forth in this Offer to Purchase, none of Purchaser, ▇▇. ▇▇▇▇▇▇▇ or, to the best knowledge of Purchaser and ▇▇. ▇▇▇▇▇▇▇, any of the persons listed on Schedule I, or any associate or majority-owned subsidiary of any of the foregoing, beneficially owns or has a right to acquire any Shares; and (b) none of Purchaser, ▇▇. ▇▇▇▇▇▇▇, or, to the best knowledge of Purchaser and ▇▇. ▇▇▇▇▇▇▇, any of the persons or entities referred to above, nor any of the respective executive officers, directors or subsidiaries of any of the foregoing, has effected any transaction in Shares during the past 60 days. Except as set forth in this Offer to Purchase, no purchases of Shares were made by Purchaser or ▇▇. ▇▇▇▇▇▇▇ during the past two years. Except as provided by the Merger ...

CERTAIN INFORMATION CONCERNING PURCHASER. Information Concerning Purchaser

CERTAIN INFORMATION CONCERNING PURCHASER. 4 3. CAPITALIZATION OF PURCHASER.....................................4

CERTAIN INFORMATION CONCERNING PURCHASER. Purchaser was formed in 1988 to develop wireless cable television systems in mid-sized markets throughout the United States. As of August 31, 1998, Purchaser provided analog subscription television service to approximately 116,900 subscribers through 32 operational wireless cable systems located in selected U.S. markets. Purchaser also has significant wireless cable (microwave) frequency interests in 19 other U.S. markets. As of August 31, 1998, Purchaser had approximately 10.0 million Estimated Households in Service Area in its markets, although some of these households will be "shadowed" and unable to receive the services offered by Purchaser due to certain characteristics of the particular market, such as transmitter height and transmission power, terrain and foliage, that impact line of sight service requirements. Wireless cable systems use microwave frequencies licensed by the FCC to transmit signals over the air from a transmission tower to a microwave receiver installed at the subscriber's home or business. Licenses for wireless cable frequencies, which utilize up to approximately 200 megahertz of radio spectrum, are given a 35 mile protected service area to transmit signals from their central transmission point, although increases in transmission power and other factors may expand the coverage area of a system to approximately 40 to 50 miles from the central transmission point. Because microwave signals are transmitted over the air, wireless cable technology does not require the large networks of cable and amplifiers utilized by franchise cable operators to deliver services. Thus, wireless cable technology has been developed as a reliable, yet relatively low cost, medium to provide services to subscribers in single family homes, multiple dwelling units and commercial properties. For additional information about Purchaser business, see the Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998 and June 30, 1998 incorporated by reference herein. See "Available Information."

CERTAIN INFORMATION CONCERNING PURCHASER. PURCHASER. Purchaser, a newly incorporated Delaware corporation, has not conducted any business other than in connection with the Offer and the Merger Agreement. Until immediately prior to the time that Purchaser acquires the Shares in the Offer, it is not anticipated that Purchaser will have any significant assets or liabilities, or will engage in any significant activities other than those incident to its formation and the transactions contemplated by the Offer and Merger. All of the issued and outstanding shares of capital stock of Purchaser are held by the Cherry Family Members who also own about 53% of the outstanding Shares. The principal address of Purchaser is ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The telephone number of Purchaser is (▇▇▇) ▇▇▇-▇▇▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ is the sole director and officer of Purchaser. He is also the President and Chairman of the Company. His business address is ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. He is a U.S. citizen. Except as described in this Offer to Purchase (i) neither Purchaser nor, to the best of its knowledge, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or any of the Cherry Family Members, or any associate or majority-owned subsidiary of Purchaser, beneficially owns or has any right to acquire, directly or indirectly, any equity securities of the Company and (ii) neither of Purchaser nor, to the best of its knowledge, any of the persons or entities referred to above has effected any transaction in such equity securities during the past 60 days. It is currently contemplated that certain affiliates of the Cherry Family Members may sell up to 90,136 Shares in the open market during the Offer period at or below the Offer Price. If these Shares are sold, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ will be entitled to one-third of the income from the proceeds of the sale of 45,000 Shares, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇'▇ mother, will be entitled to receive the proceeds from the sale of 766 Shares. These Shares were not included when calculating the Cherry Family Members' ownership of approximately 53% of the outstanding Shares. Except as described in this Offer to Purchase, neither Purchaser nor, to the best of its knowledge, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or any of the Cherry Family Members has any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Company, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or voting of such securities, joint ...

CERTAIN INFORMATION CONCERNING PURCHASER. Purchaser is the record holder of 401,381 Shares it has acquired in 2011. The average price per share for the Shares was approximately $9.23. Purchaser agreed that if it acquired additional Shares pursuant to an offer to all shareholders, the purchase price of the Shares in the individual transactions would be increased by the difference between the actual purchase price and the Offer Price. Except as set forth in this Offer to Purchase, none of Parent, Purchaser nor, to the best knowledge of Parent or Purchaser, any of the persons listed on Schedule I hereto, has had any business relationship or transaction with the Company or any of its executive officers, directors or affiliates. Except as set forth in this Offer to Purchase, there have been no material contacts, negotiations or transactions between Parent or any of its subsidiaries or, to the best knowledge of Parent or Purchaser, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and the Company or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, tender offer or other acquisition of the Company's securities, an election of the Company's directors or a sale or other transfer of a material amount of the Company's assets during the past two years. None of the persons listed in Schedule I has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the persons listed in Schedule I to this Offer to Purchase has, during the past five years, been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.