11111111 1111111111 11 control number: 49543 item number

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Control Number: 49543

Item Number: 1

Addendum StartPage: 0

Public Utility Commission of Texas 1701 N. Congress Avenue

P. O. Box 13326 Austin, Texas 78711-3326

512 / 936-7000 . (Fax) 936-7003 Web Site: www.puc.state.tx.us

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PU:31:C. -I..J

TITLE PAGE APPLICATION FOR CERTIFICATION, RE-QUALIFICATION, OR AMENDMENT TO A SERVICE PROVIDER CERTIFICATE OF OPERATING AUTHORITY OR A

CERTIFICATION OF OPERATING AUTHORITY

DOCKET/PROJECT NO. 4 9 5 4 3

APPLICANT(s): Telecommunication Properties, Inc.

Authorized Representative for this Application:

Katherine K. Mudge Enoch Kever, PLLC 5918 W. Courtyard Dr., Ste.500 Austin, Texas 78730 (512) 615-1233 (o) (512) 615-1198 (fax) [email protected]

Regulatory Representative:

Brian Kirk Deputy General Counsel Telecommunication Properties, Inc. 3030 Warrenville Rd., Suite 340 Lisle, IL 60532 Tel: (630) 505-3811 [email protected]

Complaint Representative:

Brian Kirk Deputy General Counsel Telecommunication Properties, Inc. 3030 Warrenville Rd., Suite 340 Lisle, IL 60532 Tel: (630) 505-3811 [email protected]

H. Anthony Lehv Secretary and Senior Vice President Telecommunication Properties, Inc. 3030 Warrenville Road, Suite 340 Lisle, IL 60532 630-245-1905 (tel) complianceutil.extenetsystems.com

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Telecommunication Properties, Inc.

AFFIDAVIT

STATE OF ILLINOIS

COUNTY OF DU PAGE

1. My name is Anthony Lehv. I am Secretary and Senior Vice President of Telecommunication Properties, LLC, formerly known as Telecommunication Properties, Inc. (TPI" or "Applicant").

2. I swear or affirm that I have personal knowledge of the facts stated in this Application for an Amendment to a Service Provider Certificate of Operating Authority, that I am competent to testify to them, and that I have the authority to make this filing on behalf of TPI. I further swear or affirm that all of the statements and representations made in this Application for an Amendment to a Service Provider Certificate of Operating Authority are true and correct. I swear or affirm that the Applicant understands and will comply with all requirements of law applicable to a Service Provider Certificate of Operating A ority.

Signature

H. Anthony Lehv Typed or Printed Name

SWORN TO AND SUBSCRIBED before me on the K_ , 2019.

Not ry Pu lic In and For the State of Illinois

My commission expires: LISA M CREMONA

Official Seal N9tary Public - Stale 01 H1is ic,3

My Commission Expires Oct 24. 2021


1. Check only one of the following Requests: (a) New SPCOA Application x Application

Amending SPCOA No. 60913 New COA Application Application

Amending COA No.

(b) If you are filing an amendment, check one or more of the following as requests made in this amendment filing-

x Name Change Amendment Certification Relinquishment x Change in Ownership/Control Service Discontinuation Change in Service Area Change in Type of Provider

x Corporate Restructuring Other

(c) Provide a summary explanation of all items checked in "b" above.

Telecommunication Properties, Inc. ("Applicanr or "TPI"), requests approval, to the extent required, of a pro forma internal corporate restructuring that will change the direct ownership of TPI from TPI/ExteNet Holdings, LLC ("Holdings") to an affiliated entity, ExteNet Issuer, LLC ("ExteNet Issuer") (the "Pro Forma Change").

Further, TPI notifies the Commission that, as part of the reorganization described herein, TPI has recently effected a conversion from a Texas corporation to a Texas limited liability company, which resulted in its legal name changing to "Telecommunication Properties, LLC" ("TPL"). The conversion of TPI to a limited liability company is merely a change in its corporate form, accomplished through the filing of a Certificate of Conversion with the Secretary of State, as permitted by Section 10.155 of the Texas Business Organizations Code. Therefore, the conversion did not entail any merger or other transaction interrupting the continuous existence of TPI/TPL.

Description of the Applicant

TPI is a Texas corporation and currently a wholly owned subsidiary of Holdings, which is in turn wholly owned by ExteNet Systems, Inc. ("ESI", and collectively with its subsidiaries, "ExteNer). See the current corporate structure of ESI and TPI, attached as Exhibit A-1 to this Application.

Description of the Transaction

The conversion of TPI into TPL and the Pro Forma Change in the direct ownership of TPI are part of corporate restructuring designed to enable TPI and its affiliates to obtain additional debt financing to support the development, construction, and operation of new telecommunications networks. As a result, Applicant seeks approval of an amendment to its SPCOA to reflect: (a) the pro forma internal change in direct ownership of TPI from Holdings to ExteNet Issuer; and (b) the change of the formal entity name resulting from the conversion of TPI from a corporation to a limited liability company. The change in direct ownership is pro forma in nature because ESI will continue to control its wholly owned, indirect subsidiary TPI (and as renamed, TPL), both before and after the Pro Forma Change.

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Public Interest Considerations

The Pro Forma Change is in the public interest. It will be transparent to TPL's customers and will not transfer actual working control of TPL or create a new majority equity owner in ESI. Moreover, the Pro Forma Change will not affect the rates, terms, and conditions under which TPL operates. Following completion of the Pro Forma Change, TPL will continue to provide high-quality telecommunications services to its customers without interruption. Further, the Pro Forma Change will provide accounting and other efficiencies to the benefit of ExteNet and will provide ExteNet greater flexibility in its fmancing arrangements without affecting customers or the public interest.

2. Provide a description of the Applicant, which shall include the following:

(a) Legal name and all assumed names under which the Applicant conducts business, if any;

Telecommunication Properties, Inc. (current SPCOA Holder)

Effective May 2, 2019, the name of the entity is "Telecommunication Properties, LLC", as recognized by the Texas Secretary of State

(b) Address of principal office and business office;

3030 Warrenville Road, Suite 340 Lisle, IL 60532

(c) Principal office/business office telephone number Fax number Website address E-mail address Toll-free customer service telephone number. (If the Applicant has not obtained the toll-free customer service telephone number at the time of the Application, the Applicant must commit to obtaining one before beginning business);

Principal office telephone number: (630) 505-3800 Fax number: (630) 577-1332 Website address: www.extenetsystems.com E-mail address: compliance(&,util.extenetsvstems.com Toll-free customer service telephone number: 1-866-892-5327

(d) FCC Carrier Identification Code (CIC) or National Exchange Carriers Association (NECA) Operating Carrier Numbers (OCNs), if available;

No Change.

(e) Form of business in Texas (e.g., corporation, partnership, sole proprietorship), Charter/Authorization number, date business was formed and date change was made (if applicable). Provide the State and date in which the parent company is registered. (The Commission requires registration with the Secretary of State for all forms of business, except sole proprietorships.)

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TPI was formed as a Texas corporation on February 13, 1995, and was converted to a Texas limited liability company effective May 2, 2019. TPI is currently a direct subsidiary of Holdings, which was organized in Delaware on December 18, 2015. Upon completion of the Pro Forma Change, TPL, as the renamed entity, will be a direct, wholly owned subsidiary of ExteNet Issuer.

(0 A list of the names, titles, phone number and office e-mail address of each director, officer, or partner;

The following are the corporate officers and directors of Applicant:

Directors: Marc Ganzi Jim Hyde Brian McMullen

Officers: Jim Hyde — President Rich Coyle — Executive Vice President Dan Timm — Executive Vice President and Treasurer Anthony Lehv — Senior Vice President & Secretary

Each of the officers and directors listed above may be reached at:

Telecommunication Properties, LLC c/o ExteNet Systems, Inc. 3030 Warrenville Road, Suite 340 Lisle, IL 60532 Tel: (630) 505-3800 Fax: (630) 577-1332

(g)

Name, address, and office address of each of the five largest shareholders, if not publicly traded;

Currently, TPI is currently a direct, wholly owned subsidiary of Holdings, which is in turn directly and wholly owned by ESI. Upon completion of the Pro Forma Change, TPL (the renamed entity) will be a direct, wholly owned subsidiary of ExteNet Issuer. See Corporate Structure Chart — post-Pro Forma Change, attached as Exhibit A-2.

ESI is a privately-held Delaware corporation and a direct, wholly owned subsidiary of Odyssey Acquisition, LLC ("Odyssey"), a Delaware limited liability company. Odyssey is an indirect, wholly owned subsidiary of Mount Royal Holdings, LLC ("Parenr), a Delaware limited liability company. Parent has executive offices located at 750 Park of Commerce Drive, Suite 200, Boca Raton, Florida 33487. Parent has no majority owner, but rather is owned by multiple private equity firms and certain individuals in management of ESI. Additional information regarding Odyssey and Parent was provided in Docket Nos. 45003 and 45567 and is incorporated by reference as none of the information or ownership of Odyssey has changed.

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Except for Parent, Applicant's current and future parent companies can be reached at:

3030 Warrenville Road, Suite 340 Lisle, IL 60532 Tel: (630) 505-3800 Fax: (630) 577-1332

(h) Legal name of parent company, if any, and a description of its primary business interests; and,

The legal name of TPI's current parent company is "TPI/ExteNet Holdings, LLC," a holding company with no operations of its own. Upon completion of the Pro Forma Change, the legal name of the new parent company will be "ExteNet Issuer, LLC", a holding company with no operations of its own.

(i) Legal name of all affiliated companies that are public utilities or that are providing telecommunications services and the states in which they are providing service. Give a description of all affiliates and explain in detail the relationship between the Applicant and its affiliates. An organizational chart should be provided, if available.

TPI's affiliates currently are authorized to provide intrastate telecommunications services in the following states:

Jurisdiction Enti ies Alabama ExteNet Systems, Inc. Arizona ExteNet Systems, Inc. Arkansas ExteNet Systems, Inc. California ExteNet Systems (California) LLC Colorado ExteNet Systems, Inc. Connecticut ExteNet Systems, Inc. Delaware ExteNet Systems, Inc. District of Columbia ExteNet Systems, Inc.; ExteNet Asset Entity, LLC Florida ExteNet Systems, Inc.; ExteNet Asset Entity, LLC Georgia ExteNet Systems, Inc. Hawaii ExteNet Systems, Inc. Idaho ExteNet Systems, Inc. Illinois ExteNet Systems, Inc.; Hudson Fiber Network, Inc.; ExteNet

Asset Entity, LLC Indiana ExteNet Systems, Inc. Kansas ExteNet Systems, Inc. Kentucky ExteNet Systems, Inc.; ExteNet Asset Entity, LLC Louisiana ExteNet Systems, Inc. Maine ExteNet Systems, Inc. Maryland ExteNet Systems, Inc.; ExteNet Asset Entity, LLC Massachusetts ESI Advanced Wireless Networks, LLC; ExteNet Systems, Inc. Michigan ExteNet Systems, Inc.; ExteNet Asset Entity, LLC

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—Jurisdiction Enti ies Minnesota ExteNet Systems, Inc. Mississippi ExteNet Systems, Inc. Missouri ExteNet Systems, Inc.; ExteNet Asset Entity, LLC Nebraska ExteNet Systems, Inc. Nevada ExteNet Systems, Inc.; ExteNet Asset Entity, LLC New Hampshire ExteNet Systems, Inc. New Jersey ExteNet Systems, Inc.; ExteNet Asset Entity, LLC; Hudson Fiber

Network, Inc. New Mexico ExteNet Systems, Inc. New York ExteNet Systems, Inc.; ExteNet Systems (New York), Inc.;

Hudson Fiber Network, Inc.; ExteNet Asset Entity, LLC North Carolina ExteNet Systems, Inc. Ohio ExteNet Systems, Inc. Oklahoma ExteNet Systems, Inc. Oregon ExteNet Systems, Inc. Pennsylvania ExteNet Systems, Inc. Rhode Island ExteNet Systems, Inc.; ExteNet Asset Entity, LLC; South Carolina ExteNet Systems, Inc. South Dakota ExteNet Systems, Inc. Tennessee ExteNet Systems, Inc. Texas ExteNet Systems, Inc. Utah ExteNet Systems, Inc. Virginia ExteNet Systems (Virginia), LLC; ExteNet Asset Entity, LLC Washington ExteNet Systems, Inc. West Virginia ExteNet Systems, Inc. Wisconsin ExteNet Systems, Inc.

ESI also anticipates seeking authorization to provide telecommunications services in Vermont. ExteNet Asset Entity, LLC, is also seeking authorization or will seek authorization to provide telecommunications services in Arizona, Delaware, Indiana, Kansas, Louisiana, Minnesota, North Carolina, Oklahoma, Pennsylvania, Tennessee, Utah, Washington, and Wisconsin.

3. State the name and only one name, in which the Applicant wants the Commission to issue its certificate. Provide the following information from the Applicants registration with the Office of the Secretary of State of Texas or registration with another state or county, as applicable: (NOTE: If the Applicant is a corporation, the Commission will issue the certificate in either the Applicant's corporate or assumed name, not both. The certificate holder must use only the name approved by the Commission on all bills and advertisements sent to or viewed by the public. Name Changes require Commission Approval as well as Secretary of State Approval.)

(a) Requested name: Telecommunication Properties, LLC (b) Assumed names: Not applicable (c) Texas Secretary of State (or County) file number: 803308731

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(d) Texas Comptroller's Tax Identification number: No change (e) Other Applicable certification/file numbers: No change (f) Date the business was registered: Originally: February 13, 1995; Conversion

Effective: May 2, 2019

A copy of TPI's Certificate of Conversion and updated registration with the Secretary of State are provided in Exhibit B to this Application.

4. (a) Provide a detailed description of the telecommunications services to be provided.

No change.

(b) Indicate with a yes or no response for each item below, whether the Applicant will be providing the following telecommunications services and whether the service will be for business or residential service:

No change. Business Residential

POTS (Plain Old Telephone Service) ADSL ISDN HDSL SDSL RADSL VDSL Optical Services Tl-Private Line Switch 56 KBPS (KiloBits Per Second) Frame Relay Fractional T1 Long Distance Wireless Other (Please Describe):

5. (a) Is the Applicant providing prepaid calling services?

No.

(b) If yes to (a), provide a yes or no response to the list of telecommunications services below:

Residential Prepaid Local Calling Services Business Prepaid Local Calling Services Residential Prepaid Domestic Long Distance Calling Services Business Prepaid Domestic Long Distance Calling Services Residential Prepaid International Long Distance Calling Services Business Prepaid International Long Distance Calling Services

6. (a) Indicate below the type of certification being requested: Facilities-based, Data, and Resale Facilities-based and Resale Resale Only

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Data Only — Facilities-based and Resale Data Only — Resale Only

No change.

7. Provide a written description of the exchanges, local access and transportation areas (LATAs), or incumbent local exchange company (ILEC) service areas or attach a scaled map of the geographic area for which the certificate is requested within the State of Texas that the Applicant proposes to serve.

No change.

8. Does the Applicant, owner, or any affiliate currently hold a service provider certificate of operating authority (SPCOA), certificate of operating authority (COA), or certificate of convenience and necessity (CCN) for any part of the area covered by this Application?

TPI holds SPCOA No. 60913.

Applicant's indirect parent, ESI, holds SPCOA No. 60769.

9. (a) Does the Applicant expect to provide service to customers other than itself and its affiliates?

No change.

(b) Has the Applicant provided one copy of this Application to the Texas Commission on State Emergency Communications (a.k.a. 911 Commission) within 5 days of submitting the application? If you are relinquishing the certificate have you also sent a copy of the application to all affected 911 entities within 5 days of submitting the application? (Send copy to Commission on State Emergency Communications, Accounts Payable Section at 333 Guadalupe Street, Suite 2-212, Austin, Texas 78701-3942, with phone number 512-305-6911, fax number 512-305-6937, and website address www.911.state.tx.us).

No change.

(c) As part of the Application provided to the 911 Commission and this commission, has the applicant provided the following information concerning its 911 contact person as required in Substantive Rule No. 26.433(e)(2)(a)? (You may provide up to three 911 contacts per company)

No change.

10. (a) Is the Applicant a municipality?

No.

(b) Will the Applicant enable a municipality or municipal electric system to offer for sale to the public, directly or indirectly, local exchange telephone service, basic local telecommunications service, switched access service, or any non-switched telecommunications service used to provide connections between customers' premises within an exchange or between a customer's premises and a long distance provider serving the exchange?

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No.

11. (a) APPLICABLE TO SPCOA APPLICANTS ONLY. Report total intrastate switched access minutes of use for the Applicant, together with its affiliates, for the twelve-month period beginning sixteen months before the first day of the month in which this Application is filed. (In calculating minutes of use for this question, include minutes of all entities affiliated with the Applicant.)

No change.

(b) APPLICABLE TO SPCOA APPLICANTS ONLY. Identify all affiliates whose minutes of use are included in the calculation required in 12(a).

No change.

12. (a) Has the Applicant, its owners, or any affiliate applied for a permit, license, or certificate to provide telecommunications services in any state other than Texas? If yes, identify the affiliates, what permit, license, or certificate they have applied for, and the state(s) in which they have applied.

TPI has certificates or authorizations to provide telecommunications services in Texas and Kentucky.

Collectively, Applicant's affiliates currently hold authorizations to provide intrastate telecommunications services in the District of Columbia and every state except Alaska, Iowa, Maine, Montana, North Dakota, Vermont, and Wyoming! See response to Question 2(i) above for a list of Applicant's affiliates and the respective states where each of them has obtained approval to provide telecommunications services.

(b) Has the Applicant, its owners, or any affiliate ever had a permit, license, or certificate to provide telecommunications services granted by any state, including Texas? If yes, identify the affiliates, what permit, license, or certificate they have and when they were held and the state(s) in which they are held. Provide an explanation.

See response to Question 2(i) above for a list of Applicant's affiliates and the respective states where each of them has obtained approval to provide telecommunications services.

(c) Has the Applicant, its owners, or any affiliate ever had any permit, license, or certificate denied or revoked by any state? If yes, identify the affiliates, what permit, license, or certificate they had revoked, and the state(s) in which they were revoked. Provide an explanation.

No.

i ESI also anticipates seeking authorization to provide telecommunications services in Vermont.

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(d) Has the Applicant, its owners, or any affiliate ever provided telecommunications services in Texas or any other state? If yes, identify the affiliates, what permit, license, or certificate they may have held, and the state(s) in which they provided service.

See response to Question 2(i) above for a list of Applicant's affiliates and the respective states where each of them has obtained approval to provide teleconununications services.

13. (a) Any complaint history, disciplinary record and compliance record during the 60 months immediately preceding the filing of the application regarding: the applicant; the applicant's affiliates that provide utility-like services such as telecommunications, electric, gas, water, or cable service; the applicant's principals; and any person that merged with any of the preceding persons. The information should include, but not be limited to, the type of complaint, in which state or federal agency the complaint was made, the status of the complaint, the resolution of the complaint and the number of customers in each state where complaints occurred.

Except as described below, there have been no regulatory complaints filed against Applicant or its affiliates that provide utility-like services in the prior 60 months. Although no complaints have been filed at the Commission against TPI or its affiliate, ESI, the Commission staff filed a Petition to Revoke the SPCOA of ESI for an alleged failure to provide switched local exchange service. See Docket No. 48977. ESI opposed the Petition and the proceeding is currently abated.

(b) Is the Applicant, or the applicant's principals currently under investigation or have the Applicant or its principals been penalized by an attorney general or any state or federal regulatory agency for the violation of any deceptive trade or consumer protection law or regulation? If yes, please explain.

To the best of Applicant's knowledge, neither Applicant nor any of its principals are currently under investigation in Texas or another state or jurisdiction, nor has Applicant or any of their principals been penalized by an attorney general or any state or federal regulatory agency, for violation of any deceptive or consumer protection law or regulation.

(c) Disclose whether any owners, directors, officers, or partners in the organization are convicted felons? Also disclose whether the applicant or applicant's principals have been convicted or found liable for fraud, theft, larceny, deceit, or violations of any securities laws, customer protection laws, or deceptive trade laws in any state. If yes, please explain.

None of the owners, directors, officers, or partners of Applicant are convicted felons and none have been convicted or found liable for fraud, theft, larceny, deceit or violations of securities laws, customer protection laws or deceptive trade laws.

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(d) Provide the number of customers per state (including Texas) for the past 60 months, for which the Applicant, its parent company, and/or any affiliates are providing telecommunications services.

Please see Confidential Exhibit C to this Application (filed under seal) for the number of customers.

Neither applicant's current parent (Holdings) nor its proposed new parent (ExteNet Issuer) provides telecommunications services and therefore neither has any customers.

14. (a) Provide a detailed description of the Applicant's technical qualifications to provide the local exchange service, basic local telecommunications service, and/or switched access service proposed in this Application.

As indicated by TPI's existing authority in Texas, TPI, and as renamed TPL, has highly experienced, well-qualified management and operational and technical personnel that operate the company today. These personnel have more than 100 years of combined technical experience in the telecommunications industry. Additionally, TPI, and as renamed TPL, employs administrative, financial and customer support personnel with extensive telecommunications industry experience. Upon completion of the Pro Forma Change, TPL will rely on the same technical qualifications that it has been relying on in Texas, along with additional personnel from its ultimate parent entity, ESI. TPI has been operating as an SPCOA holder in Texas for six (6) years, which history constitutes evidence of its technical ability to continue to provide telecommunications services. Further, TPI has been providing services since 1995.

(b) If the Applicant plans to rely upon a consultant to meet the technical qualifications requirements, provide the following information: (1) name, address, and phone number of consultant, (2) a copy of the contract between the principals and the consultant, (3) consultant's resume or a detailed description of the consultants experience, (4) information regarding any professional registrations or certifications that the consultant holds, (5) percentage of the consultant's time being contracted, and (6) a list of other telecommunications companies served by the consultant and the percentage of time allotted to each company.

Applicant will not rely upon a consultant.

(c) Provide a detailed description or individual resumes setting forth the qualifications of the Applicant's key personnel. Descriptions or resumes shall include (1) Key Personnel Names, (2) Applicant Company Titles, (3) Detailed Telecommunications or Related Experience, and (4) Years of Experience.

Attached as Exhibit D are the management biographies for Applicant's key management team. Collectively, these personnel have nearly 100 years of experience.

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15. Attach a completed Service Quality Questionnaire.

No change.

16. Provide an audited or unaudited balance sheet for the applicants most recent quarter that demonstrates the shareholders equity required by P.U.C. Subst. R. 25.111(f). The audited balance sheet must include the independent auditor's report. The unaudited balance sheet must include a sworn statement from the executive officer of the applicant attesting to the accuracy, in all material respects, of the information provided in the unaudited balance sheet.

Applicant does not maintain individual fmancial statements separate from the audited consolidated fmancial statements of its indirect parent, ESI. Applicant relies on the most recent balance sheet of ESI to demonstrate its fmancial qualifications. The most recent audited balance sheet of ESI is provided as Confidential Exhibit E, along with the auditor's report and filed under seal.

17. Provide a summary of any history of insolvency, bankruptcy, dissolution, merger or acquisition of the applicant or any predecessors in interest during the 60 months immediately preceding this Application.

Except as described below, neither the Applicant nor any predecessors in interest have a history of insolvency, bankruptcy, dissolution, merger or acquisition in the sixty (60) months immediately preceding this Application.

As described in Docket No. 45683, TPI was acquired by Holdings on May 9, 2016.

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LIST OF EXHIBITS

Exhibits A-1 and A-2 Pre- and Post-Pro Forma Change Corporate Organization Charts

Exhibit B TPL Conversion Documents and Updated Registration

Exhibit C Number of Customers [CONFIDENTIAL]

Exhibit D Key Management Biographies

Exhibit E Audited Balance Sheet of ESI [CONFIDENTIAL]

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EXHIBITS A-1 andA-2

RESPONSIVE TO QUESTION NOS. 1(C) AND 2(g)

PRE- AND POST-PRO FORMA CHANGE CORPORATE ORGANIZATION CHARTS

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Exhibit A-2 (Post-Transaction) Cor aorate Structure Chart

EXHIBIT B

RESPONSIVE TO QUESTION NO. 3(f)

TPL CERTIFICATE OF CONVERSION AND UPDATED REGISTRATION

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Corporations Section P.O.Box 13697 Austin, Texas 78711-3697

David Whitley Secretary of State

Office of the Secretary of State

CERTIFICATE OF CONVERSION

The undersigned, as Secretary of State of Texas, hereby certifies that a filing instrument for

TELECOMMUNICATION PROPERTIES, INC. File Number: 134499900

Converting it to

Telecommunication Properties, LLC File Number: 803308731

has been received in this office and has been found to conform to law. ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the secretary by law, hereby issues this certificate evidencing the acceptance and filing of the conversion on the date shown below.

Dated: 05/02/2019

Effective: 05/02/2019

VAG4(---• David Whitley

Secretary of State

Phone: (512) 463-5555 Come visit us on the internet at http://www.sos.state.tx.us/ 21

Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services 'MTN. 111/ A fl 0041400'MA/1,1

Corporations Section P.O.Box 13697 Austin, Texas 78711-3697

David Whitley Secretary of State

Office of the Secretary of State

CERTIFICATE OF FILING OF

Telecommunication Properties, LLC File Number: 803308731

The undersigned, as Secretary of State of Texas, hereby certifies that a Certificate of Formation for the above named Domestic Limited Liability Company (LLC) has been received in this office and has been found to conform to the applicable provisions of law.

ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the secretary by law, hereby issues this certificate evidencing filing effective on the date shown below.

The issuance of this certificate does not authorize the use of a name in this state in violation of the rights of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or Professional Name Act, or the common law.

Dated: 05/02/2019

Effective: 05/02/2019

$127414' David Whitley Secretary of State

Phone: (512) 463-5555 Come visit us on the internet at http://www.sos.state.tx.us/

Fax: (512) 463-5709 Dial: 7-1-1 for Relay Wrvices 'MTN. 1 (1/114 252417z17Q(1(1(11

EXHIBIT C

RESPONSE TO QUESTION NO. 13(d)

CUSTOMER NUMBERS

(CONFIDENTIAL — FILED UNDER SEAL)

Pursuant to Section 552.110 of the Texas Open Records Act, Tex. Gov't Code Ann. 552.110, and Section 22.71(d) of the Commission's Procedural Rules, Applicant respectfully requests that the Commission grant protection from public disclosure and afford CONFIDENTIAL treatment to Exhibit C.

The information provided in this Exhibit C contains critical commercially sensitive and competitively significant business data that is not available to the general public, and if released, could be used by Applicant's competitors to cause competitive harm. Disclosure of this information would place the Applicant and its affiliates at a significant competitive disadvantage, impede full and fair competition, and undermine business plans in Texas. The potential harm to Applicant and its affiliates is substantial, and the need for confidential protection of this information outweighs any need for public disclosure at this time. In contrast, confidential treatment will not adversely affect any interested party. As such, Exhibit C should be afforded protection from public inspection.

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EXHIBIT D

RESPONSIVE TO QUESTION NO. 14(c)

KEY MANAGEMENT BIOGRAPHIES

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EXHIBIT D

James Hyde — President

James Hyde brings more than 20 years of experience in telecommunications and digital infrastructure to ExteNet as well as deep expertise in operations, general management and sales.

Prior to joining ExteNet, Mr. Hyde served as President of Prepaid Group, Wholesale, Affiliates and Strategic Partnerships at Sprint, where he led the company's efforts to build out its MVNO and prepaid services businesses. Mr. Hyde also ran a number of other business units at Sprint including Boost Mobile, Virgin Mobile, and Assurance Wireless.

Previously, Mr. Hyde was the Executive Chairman at Fastback Networks, a wireless backhaul solutions provider. Earlier in his career, Mr. Hyde held management and board director roles at GPS Industries, Lumos Networks, NTELOS Holdings and T-Mobile UK.

Mr. Hyde graduated from Arizona State University with a Bachelor of Science degree in Finance and was a member of the 1988 U.S. Olympic weightlifting team. He has been active in several industry associations including Competitive Carriers Association (CCA) and CTIA where he previously served in various leadership roles.

Richard Coyle — Executive Vice President

Richard Coyle has over twenty years of growing and improving the operational, financial and market position of businesses.

Prior to his role with ExteNet, Mr. Coyle served as Operating Partner for Fiber at Digital Bridge Holdings LLC, where was responsible for executing the firm's investments in global fiber networks and lending his operations expertise to the businesses. Previously, Mr. Coyle served as Senior Vice President of Network Operations at Wilcon, a fiber and data center infrastructure solutions provider, where he built the company into a leading fiber provider for Los Angeles-serving enterprises, carriers and dark fiber customers.

Before joining Wilcon, Mr. Coyle was Senior Vice President of Operations at Zayo Group where he led operations for their metro fiber networks throughout the United States. He has also held management roles at American Fiber Systems, IDACOMM and Sierra Pacific Resources.

Mr. Coyle graduated from City University of New York-Queens College with a degree in Accounting.

Daniel L. Timm — Executive Vice President and Treasurer

Dan Timm is an experienced senior executive, bringing to ExteNet a combination of investor perspective and managerial capabilities across all functional areas, with a record of demonstrated success in many growing companies. Throughout his career, Dan has built and led management teams, effectively managed relationships with all stakeholders, and played key roles in corporate acquisitions, divestitures, recapitalizations and IPOs. He has significant experience across a broad spectrum of industries, including communications services and infrastructure, contract electronics manufacturing, food processing, transaction processing, business process outsourcing, healthcare services, IT services, and specialty pharmaceuticals.

Prior to joining ExteNet, Dan was an operating partner with GTCR Golder Rauner, where he was a director for numerous companies (public and private, large and small), acting as GTCR's primary interface with senior company executives and other constituents. He also has served as SVP and CFO of

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Chatham Technologies, president and director of The Bruss Company, and senior associate at Ridge Capital (a middle market focused private equity firm). He began his career at PricewaterhouseCoopers, advancing to manager of M&A consulting.

Dan earned an MBA in Finance from the University of Chicago, a BS in Accountancy from the University of Illinois-Urbana and is a CPA.

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EXHIBIT E

RESPONSE TO QUESTION No. 16

AUDITED BALANCE SHEET OF ESI

(CONFIDENTIAL — FILED UNDER SEAL)

Pursuant to Section 552.110 of the Texas Open Records Act, Tex. Gov't Code Ann. 552.110, and Section 22.71(d) of the Commission's Procedural Rules, Applicant respectfully requests that the Commission gant protection from public disclosure and afford CONFIDENTIAL treatment to Exhibit E.

Applicant requests confidential treatment of Exhibit E because it contains proprietary information regarding Applicant and its affiliates. The information provided in Exhibit E is proprietary, sensitive, and commercial information that is not publicly available and, if released, could be used by Applicant's competitors to cause competitive harm. The potential harm to Applicant is substantial, and the need for proprietary protection of this information outweighs any need for public disclosure at the time. As such, Exhibit E should be afforded protection from public inspection.

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