Attachment Joint Application

This document pretains to ITC-ASG-20120801-00196 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2012080100196_961620

Privileged & Confidential




                                      Before the
                         Federal Communications Commission
                                Washington, D.C. 20554




In the Matter of the Joint Application of:       )
                                                 )
INFOTELECOM, LLC                                 )
                                                 )
                                                 )
               Transferor,                       )       File No. ITC—T/C _______
                                                 )
and                                              )
                                                 )       WC Docket No.
THE BROADVOX HOLDING COMPANY,                    )
LLC                                              )
                                                 )
and                                              )
                                                 )
BROADVOX—CLEC, LLC                               )
                                                 )
               Transferees,                      )
                                                 )
For Consent to Transfer Assets and Customers     )
Pursuant to Section 214 of the Communications    )
Act of 1934, as amended                          )

                                 JOINT APPLICATION


       Pursuant to Section 214 of the Communications Act of 1934, as amended (thé

"Act"), and Sections 63.03, 63.04 and 63.24 of the Commission‘s Rules, 47 C.F.R. §§

63.03, 63.04 and 63.24, Infotelecom, LLC ("Infotelecom" or "Transferor‘), The

Broadvox Holding Company, LLC ("Broadvox Holding") and Broadvox—CLEC, LLC

("Broadvox—CLEC" and together with Broadvox Holding, ‘;Transferees”) (Transferor and

Transferees together, "Applicants"), respectfully request Federal Communications

Commission (@Commission") approval or such authority as may be necessary to


Privileged & Confidential

consummate a transaction whereby Broadvox Holding and Broadvox—CLEC will acquire

communications assets of Infotelecom ("the "Transaction"). Upon consummation of the

Transaction, all Infotelecom customer contracts will be tranéferred to and serviced by

Broadvox—CLEC. No interruption in service to Infotelecom‘s customers will occur.

Infotelecom will not be transferring its licenses as Broadvox—CLEC will be operating

Infotelecom‘s assets pursuant to its own existing licenses.

       As described in more detail below, Broadvox Holding and Infotelecom entered

into an Asset Purchase Agreement dated April 20, 2012, as amended (the "APA")

pursuant to which Broadvox Holding will acquire all of Infotelecom‘s assets and assume

certain of its existing carrier and customer contracts.        Upon consummation and

completion of the Transaction, Infotelecom will be dissolved. Broadvox Holding has

assigned and Broadvox—CLEC has assumed all of Broadvox Holding‘s rights, title and

interest to the APA. The Transaction will not result in any loss or impairment of service

for any customers as the management and operation of Broadvox—CLEC is comprised of

many of the same individuals who manage and operate Infotelecom. The practical result

will be only that Infotelecom‘s assets are now owned by an entity that is financially

stronger and, therefore, better able to serve Infotelecom‘s existing customers without

interruption and on the same terms and conditions.

        In Section V of this Application, the Applicants provide the information required

by Sections 63.18 and 63.24 of the Commission‘s Rules, 47 C.F.R. §§ 63.18, 63.24. As

specified by Section 63.04(b) of the Commission‘s Rules, the additional information

required for the domestic component of this Application is provided in Section VL.


Privileged & Confidential

1.       REQUEST FOR STREAMLINED PROCESSING

         Applicants respectfully request streamlined treatment of this Application pursuant

to Sections 63.03 and 63.12 of the Commission‘s Rules, 47 C.F.R. §§ 63.03, 63.12. As

demonstrated below, both the domestic and international components of this Application

qualify for streamlined processing.

         With respect to domestic authority, this Application is eligible for streamlined

processing    pursuant   to   Section    63.03(b)(2)(i)   because,    immediately        following

consummation of the transaction, (1) Transferees (and their affiliates, as defined by Section

3(1) of the Act) will have a market share in the interstate, interexchange market of less than

ten percent (10%), (2) the Transferees (and their affiliates) will provide competitive

telephone exchange services or exchange access services exclusively in geographic areas

served by a dominant local exchange carrier that is not a party to the transaction; and (3)

none of the Applicants (or their affiliates) are dominant with respect to any service.

         With respect to international authority, this Application is eligible for streamlined

processing pursuant to Sections 63.12(a) and (b) because: (1) neither of the Applicants

(nor their affiliates) is affiliated with a foreign carrier in any destination market; and (2)

neither of the Applicants (nor their affiliates) is affiliated with any dominant U.S. carrier

whose services Applicants seek authority to resell.           Accordingly, this Application

qualifies for streamlined processing pursuant to Section 63.12 of the Commission‘s

Rules.


Privileged & Confidential

IL.    DESCRIPTION OF THE APPLICANTS

       A.      INFOTELECOM, LLC

       Infotelecom is a limited liability company organized and existing under the laws

of Delaware with its principal place of business located at 75 Erieview Plaza, Suite 400,

Cleveland, Ohio 44114. Infotelecom was formed in 2004 and its sole member is

Infotelecom Holdings, LLC ("Infotelecom Holdings"). Infotelecom and Infotelecom

Holdings share common ownership with Transferees. Andre Temnorod is the Chairman

of both Infotelecom Holdings as well as each Transferee, with a 43.66% interest in the

Transferees. Eugene Blumin is the Chief Operating Officer of Infotelecom Holdings and

the Chief Operational Efficiency Officer of the Transferees, and holds a 21.83% interest

in the parent of the Transferees, Broadvox, Inc. Finally, Alex Bederman is a member of

Infotelecom Holdings as well as the ultimate parent of each Transferee, holding a 21.83%

interest in that parent, Broadvox, Inc. Other shareholders hold the remaining 12.68% of

the parent of the Transferees. Messrs. Temnorod, Blumin and Bederman are the sole

members of Infotelecom Holdings, with 50%, 25% and 25% interests in Infotelecom

Holdings, respectively.

       Infotelecom specializes in Voice over Internet Protocol services ("VoIP"), which

allows customers to make and receive voice communications over the internet. It is a

wholesale interconnected VoIP service provider. Infotelecom holds blanket domestic

Section 214 authority and also holds international Section 214 authority granted in File

No. ITC—214—20050211—00048.       At present, Infotelecom provides services to other

information service providers and IP service providers in CA, DC, TX, IL, MI, OH, IN,

NY, NJ, PA, MA, MD, FL, GA and NC. It does not provide any retail VoIP services. It


Privileged & Confidential

holds certificates to provide intrastate service granted by public utility commissions in the

following states: CA, CO, CT, DC, FL, GA, IL, IN, KS, KY, MD, MA, MI, MN, MO,

NV, NC, NJ, NY, OR, OH, PA, TX, VA and WA.

        Infotelecom filed for Chapter 11 protection under the United States Bankruptcy

Code and become a debtor—in—possession on October 18, 2011 (the "Bankruptcy"). The

Bankruptcy will be fully resolved by the consummation of the Transaction as discussed

in detail in Section II below.

        B.      THE BROADVOX HOLDING COMPANY, LLC & _BROADVOX—
                CLEC, LLC

      — Broadvox Holding. Broadvox Holding is a limited liability company organized

under the laws of Delaware. It is wholly—owned by Broadvox, Inc., an Ohio corporation.

Its principal place of business is 75 Erieview Plaza, Suite 400, Cleveland, Ohio 44114.

Broadvox Holding is a holding company that operates through its subsidiaries, including

BroadvoxGO!, LLC        ("BroadvoxGO");       Broadvox, LLC,     ("Broadvox Wholesale");

Broadvox—CLEC; Brivia Acquisition, LLC ("Brivia"); Origination Technologies, LLC

("Origination")      TechInvest     Holding      Company,     LLC      ("THC");     Cypress

Communications, LLC ("Cypress"); Cypress Communications Operating Company,

LLC("CCOC"); and Cypress Communications of Virginia, LLC ("Cypress Virginia"). A

chart showing the current corporate structure of Broadvox Holding is provided in Exhibit

A.

        Through its subsidiaries, Broadvox Holding provides unregulated IP—based

information services to approximately 300 wholesale carriers and over 3,500 small—and—

medium—sized businesses and enterprise retail customers. Most of Broadvox‘s revenues

are derived from its wholesale product line. Broadvox specializes in wholesale


Privileged & Confidential

termination and origination services, value added services, and IP Local Voice {bundled

or unbundled) services.

       Additional services provided by the subsidiaries of Broadvox Holding include

hosted communications as a service ("HCaaS") which is a cloud—based delivery of

integrated communications (voice, messaging, conferencing, presence and mobility).

With HCaaS, the hardware, software and data center are all in the Broadvox cloud, where

businesses can add new technology without adding resources.               Broadvox Holding

subsidiaries also supply SIP trunking services to a variety of commercial end—users and

resellers, including CLECs, Internet telephone service providers, and application service

providers that include low cost, carrier—grade VoIP communication solutions with the

benefit of unified communication features such as instant messaging, voice to email and

conferencing via the SIP protocol. In addition, Broadvox Holding subsidiaries offer

premium broadband services to support its VoIP SIP trunks, providing its customers the

ability and convenience of obtaining all services from a single source.

       Broadvox—CLEC, LLC.            Broadvox—CLEC is a limited liability company

organized under the laws of Delaware. Its principal place of business is 75 Erieview

Plaza, Suite 400, Cleveland, Ohio 44114.      As described above, Broadvox—CLEC is a

wholly—owned subsidiary of Broadvox Holding. Broadvox—CLEC holds blanket domestic

Section 214 authority and also holds international Section 214 authority granted in File

No. ITC—214—20090529—00261. At present, Broadvox—CLEC provides services to other

information service providers and IP service providers in AZ, CO, ID, MN, ND, OR, UT,

and WA. It does not provide\any retail VoIP services. It holds certificates to provide

intrastate service granted by public utility commissions in the following states: AL, AZ,


Privileged & Confidential

CA, CO, CT, DC, FL, GA, HI, IA, ID, IL, IN, KS, LA, MA, MD, MI, MN, MO, MS,

NC, NE, NH, NJ, NM, NV, NY, OK, OR, PA, TX, VA, VT and WA.

III    DESCRIPTION OF THE TRANSACTION

        Infotelecom filed its Bankruptcy petition on October 18, 2011. Its Plan of

Reorganization was approved by the Bankruptcy court on June 6, 2012 (the "Plan"). A

main component of the resolution of the case was the execution of the APA between

Infotelecom and Broadvox Holding whereby Broadvox Holding agreed to purchase

Infotelecom‘s assets as well as assume certain of its contracts, including all of its

customer contracts (the "Assumed Contracts") (collectively, the "Acquired Assets").

Final consummation of the APA is contingent upon receipt of all necessary regulatory

approvals. The consideration Infotelecom received for entering into the APA includes:

(i) payment from Broadvox Holding to Infotelecom‘s two largest Bankruptcy creditors in

settlement of the respective creditors‘ claims against Infotelecom; (ii) a cash payment to

Infotelecom for the Acquired Assets; and (iii) Broadvox‘s assumption of the Assumed

Contracts.

       The APA was subsequently assigned to Broadvox—CLEC pursuant to an

Assignment and Assumption Agreement dated July 2, 2012, whereby Broadvox—CLEC

assumed all of Broadvox Holdings‘ right, title and interest in the APA. Consequently,

Broadvox—CLEC is the ultimate transferee of the Acquired Assets. Upon the receipt of all

required regulatory approvals, Infotelecom‘s assets will be transferred, including the

transfer of Infotelecom‘s customer base to Broadvox—CLEC, and Infotelecom will be

dissolved. Infotelecom‘s licenses are not being transferred as Broadvox—CLEC holds its


Privileged & Confidential

own licenses under which it plans to operate the Acquired Assets, including continuation

of service to Infotelecom‘s customer base.

       A copy of a sample customer notification is attached hereto at Exhibit B and will

be distributed pursuant to 47 C.F.R. § 64.1120(e).

IV.    PUBLIC INTEREST STATEMENT

       The proposed transfer of Infotelecom‘s assets to Broadvox—CLEC will serve the

public interest. It will allow Infotelecom to resolve the Bankruptcy and dissolve its

business operations in an orderly fashion and with no interruption of service to its

customers. As Broadvox—CLEC customers, they will continue to receive the same

services at the same terms and conditions that they currently receive from Infotelecom.

The proposed transfer will be virtually transparent to customers in terms of the services

that they currently receive. Given Infotelecom‘s financial difficulties, the acquisition of

its assets and customer contracts by a financially stronger entity will benefit customers by

assuring their receipt of continued and uninterrupted service. Consummation of the

Transaction also assures the complete and final resolution of the Bankruptcy, preventing

the further depletion of Infotelecom‘s assets and bringing closure to a lengthy and

uncertain process for Infotelecom, Broadvox and other constituents.

        The Transaction will not result in any loss or impairment of service for any

customers as the management and operation of Broadvox—CLEC is comprised of many of

the same individuals as with Infotelecom. These individuals — who also manage and

operate various successful sister companies of Broadvox—CLEC, including Broadvox

Wholesale and BroadvoxGO — possess extensive experience successfully managing and

operating VoIP companies.      For instance, Broadvox Wholesale has been providing


Privileged & Confidential

wholesale services over a robust network for over ten years. Founded in 2001, the

company has continued to grow, always on the leading edge of the business

communications revolution. BroadvoxGO began selling broadband in 2008 and continues

to deliver the highest levels of connectivity, voice quality and security. As a Top—Ten

Hosted Communications provider — (ranked #4 in ABI Research‘s Top Ten Matrix

Ranking) — Broadvox Wholesale delivers the expertise of highly skilled customer service

representatives, technical support and local on—site technicians 24/7 from its Network

Operations Centers. Three office locations serve BroadvoxGO‘s growing HCaaS needs

and ensure care for its expanding customer base.

       Broadvox—CLECs parent company, Broadvox Holding, is also staffed with

innovators and veterans of the communications industry whose experience and

communications knowledge keep the company on the leading edge of technology and

quality. Their combined experience implementing innovative networks and services dates

back nearly 25 years.

        In addition, Broadvox—CLEC will infuse additional capital to Infotelecom‘s

existing assets and customers and will strengthen Infotelecom‘s current customer base.

The practical result will be only that Infotelecom‘s assets are now owned by an entity that

is financially stronger and, therefore, better able to serve Infotelecom‘s existing

customers without interruption and on the same terms and conditions.

     v.  INFORMATION REQUIRED BY SECTION 63.24(e) OF THE
COMMISSION‘S RULES

       In accordance with Section 63.24(e) of the Commission‘s Rules, the Applicants

submit the following information required under paragraphs (a) through (d) and (h)

through (p) of Section 63.18 in support of this Application:


Privileged & Confidential

63.18(a):     Name, address and telephone number

              Transferor:

              Infotelecom, LLC
              75 Erieview Plaza, Suite 400
              Cleveland, Ohio 44114
              T: (214) 646—8001
              FRN: 0012772265

              Transferees:

              The Broadvox Holding Company, LLC
              75 Erieview Plaza, Suite 400
              Cleveland, Ohio 44114
              T: (216) 373—4649
              FRN:; N/A

              Broadvox—CLEC, LLC
              75 Erieview Plaza, Suite 400
              Cleveland, Ohio 44114
              T: (216) 373—4636
              FRN: 0018774141

63.18(b):     Jurisdiction of Organizations

              Transferor:    Delaware

              Transferee:    Delaware

63.18(c):     (Answer to Question 10) Correspondence concerning this Application

              Transferor:

              Alexander E. Gertsburg, Esq.
              General Counsel
              Infotelecom, LLC
              75 Enieview Plaza, Suite 400
              Cleveland, Ohio 44114
              T: (216) 373—4811
              F: (216) 373—4812
              agertsburg@infotelecom.us




                                             10


Privileged & Confidential

              Transferees:

              Nadine J. Ezzie, Esq.
              Corporate Counsel
              The Broadvox Holding Company, LLC & Broadvox—CLEC, LLC
              75 Erieview Plaza, Suite 400
              Cleveland, Ohio 44114
              T: (216) 373—4809
              F: (216) 373—4842
              nezzie@broadvox.com

63.18(d):     International Section 214 Authorizations

              Transferor: Infotelecom has authority under Section 214 of the Act
                          granted by the Commission in File Nos. ITC—214—20050211—
                             00048.

              Transferee: Broadvox—CLEC has authority under Section 214 of the Act
                             granted by the Commission in FCC File No. ITC—214—
                             20090529—00261.

63.18(b):     (Answer to Questions 11 & 12) Ten Percent or Greater Interest
              Holders in The Broadvox Holding Company, LLC and Broadvox—
              CLEC, LLC.

      The name, address, citizenship, and principal business of each person that directly

or indirectly owns at least ten percent (10%) or greater equity interest in both Broadvox

Holding and Broadvox is as follows:

 Name and Address       Percent Ownership         Primary Business          Citizenship

 Andre Temnorod         43.66                     Communications            USA
 75 Erieview Plaza
 Suite 400
 Cleveland, OH 44114
 Eugene Blumin           21.83                    Communications            USA
 75 Erieview Plaza
 Suite 400
 Cleveland, OH 44114
 Alex Bederman           21.83                    Investment                USA
 8440 E. Washington
 St., #207
 Chagrin Falls, OH
 44023


                                             11


Privileged & Confidential

        The ownership interests provided above represent both equity and voting

interests. No other person or entity owns a ten percent (10%) or greater direct or indirect

ownership in Broadvox Holding or Broadvox—CLEC. No officer or director of Broadvox

Holding or Broadvox—CLEC is also an officer or director of any foreign carrier and

Broadvox has no interlocking directorates with a foreign carrier.

63.18(i):          (Answer to Question 14) Foreign Carrier Affiliation

        Transferees certify that they are not affiliated with any foreign carrier, nor will

they become affiliated with any foreign carrier as a result of this transaction.

63.18(J):          (Answer to Question 15) Foreign Carrier and Destination Countries

        Transferees      certify   that   they   do   not   seek   to   provide    international

telecommunications service to any destination where: (1) either Transferee is a foreign

carrier in that country; (2) either Transferee controls a foreign carrier in that country; (3)

any entity that owns more than a 25% interest in either Transferee or controls either

Transferee, controls a foreign carrier in that country; or (4) two or more parties own, in

the aggregate, more than 25% of either Transferee and are parties to, or the beneficiaries

of, a contractual relationship that affects the provision or marketing of international basic

telecommunications services in the United States.

63.18(k):          Showing of WTO Membership for Destination Countries

        Not applicable; Transferees are not affiliated with or otherwise related to any

foreign carrier.

63.18(1), (m): Showing of Non—Dominance/Regulatory Classifications

        Not applicable; Transferees are not affiliated with or otherwise related to any

foreign carrier.


                                                 12


Privileged & Confidential

63.18(n):      Concessions

       Transferees certify that neither has agreed and will not agree in the future to

accept any di1;ect or indirect special concessions, as defined by Section 63.14(b) of the

Commission‘s Rules, from a foreign carrier or administration with regards to traffic or

revenue flows between the United States and any foreign countries the company is

authorized to serve.

63.18(0):      Federal Benefits

       Transferees certify pursuant to Sections 1.2001 through 1.2003 that no party to

the Application is subject to a denial of Federal Benefits pursuant to Section 5301 of the

Anti—Drug Abuse Act of 1988. See 21 U.S.C. § 853a.

63.18(p):      (Answer to Question 20) Streamlined Processing

       This Application is eligible for streamlined processing pursuant to Section 63.12

of the Commission‘s Rules because the information provided herein demonstrates that:

(1) Transferees are not affiliated with a foreign carrier on any route for which authority is

sought; (2) Transferees are not affiliated with any dominant U.S. carriee whose

international switched or private lines services it seeks to resell; and (3) Transferees are

not requesting authority to provide switched service over pfivate lines to countries not

previously authorized for service by the Commission.

VI.    INFORMATION REQUIRED                       BY   SECTION        63.04     OF       THE
       COMMISSION‘S RULES

       Pursuant to Section 63.04(b) of the Commission‘s Rules, 47 C.F.R. § 63.04(b),

the Applicants submit the following information in lieu of an attachment in support of

their request for domestic Section 214 authority in order to address the requirements set

forth in Section 63.04(a)(6)—(12) of the Commission‘s Rules:

                                             13


Privileged & Confidential

63.04(a)(6):    Description of the Transaction

        The proposed transaction is described in Section III of the Application.

63.04(a)(7):    Description of Geographic Service Areas

       Infotelecom (Transferor)        Infotelecom   provides   wholesale   interconnected

VoIP service to other providers through the U.S. and Canada. It currently provides

services to customers in the following states: CA, DC, TX, IL, MI, OH, IN, NY, NJ, PA,

MA, MD, FL, GA and NC. It holds certificates to provide intrastate services in the

following states: CA, CO, CT, DC, FL, GA, IL, IN, KS, KY, MD, MA, MI, MN, MO,

NV, NC, NJ, NY, OR, OH, PA, TX, VA, and WA.

       Broadvox Holding (Transferee):         Broadvox Holding does not hold FCC

authorizations or provide services. Instead, all services are provided through its operating

subsidiaries.

       Broadvox—CLEC (Transferee):           Broadvox—CLEC          currently _    provides

communications servicés in the following states: AZ, CO, ID, MN, ND, OR, UT, and

WA.     It holds certificates to provide intrastate service granted by public utility

commissions in the following states: AL, AZ, CA, CO, CT, DC, FL, GA, HI, IA, ID, IL,

IN, KS, LA, MA, MD, MI, MN, MO, MS, NC, NE, NH, NJ, NM, NV, NY, OK, OR, PA,

TX, VA, VT and WA. An application for certification is pending in OH.

63.04(a)(8):    Eligibility for Streamlined Processing

       This Application is eligible for streamlined processing pursuant to Section 63.03 of

the Commission‘s Rules, 47 C.F.R. §63.03. In particular, this Application is eligible for

streamlined processing pursuant to Section 63.03(b)(2)(i) because, immediately following

consummation of the transaction: (1) Transferees (and either‘s affiliates, as defined by


                                            14


Privileged & Confidential

Section 3(1) of the Act) will have a market share in the interstate, interexchange market of

less than ten percent (10%); (2) the Transferees (and either‘s affiliates) will provide

competitive telephone exchange services or exchange access services exclusively in

geographic areas served by a dominant local exchange carrier that is not a party to the

transaction; and (3) none of the Applicants (or their affiliates) are dominant with respect to

any service.

63.04(a)(9):   Other Related FCC Applications

       By this Application, Applicants seek authority with respect to both international

and domestic Section 214 authorizations (this Application is being separately and

concurrently filed with respect to both types of authorities in compliance with Section

63.04(b) of the Commission‘s Rule, 47 C.FR. § 63.04(b)). No other applications are

being filed with the Commission with respect to this transaction.

63.04(a)(10): Statement of Imminent Business Failure

       Prompt completion of the proposed transaction is critical to ensure that Applicants

can obtain the benefits described in the foregoing Application.       Therefore, Applicants

respectfully request that the Commission approve this Application expeditiously in order to

allow Applicants to consummate the proposed transaction as soon as possible. No party,

however, is requesting special consideration because it is facing imminent business failure.

63.04(a)(11): Separately Filed Waiver Requests

       None.

63.04(a)(12): Public Interest Statement

       The public interest statement is provided in Section IV of the Application.




                                             15


Privileged & Confidential

VIH.   CONCLUSION

       For the reasons stated above, the Transaction is consistent with the public interest

and Applicants respectfully request that the Commission grant this Application as

expeditiously as possible through its streamlined procedures.




                                             Respectfully submitted,

INFOTELECOM, LLC                             THE BROADVOX HOLDING
                    (7_4                     COMPANY, LLC

       _____ /YZ                            /“(eg«,b-fir—%'%:&a
Alexander ¥.   Ge   uréfisq           |       Nadine J. Ezzie, Esq.
General Co                                   Corporate Counsel
Infotelecom, LC                              The Broadvox Holding Co., LLC
75 Erieview Plaza, Suite 400                 75 Erieview Plaza, Suite 400
Cleveland, Ohio 44114                        Cleveland, Ohio 44114
T: (216) 373—4811                            T: (216) 373—4809
F: (216) 373—4812                            F: (216) 373—4842

                                             BROADVOX—CLEC, LLC



                                                  ceurse—CCuUC
                                             Nadine J. Ezzie, ESq.
                                             Corporate Counsel
                                             Broadvox—CLEC, LLC
                                             75 Erieview Plaza, Suite 400
                                             Cleveland, Ohio 44114
                                             T: (216) 373—4809
                                             F; (216) 373—4842




                                            16


                                 VERIFICATION


          I, Eugene Blumin, state that I am the Chief Operating Officer of

Infotelecom, LLC; that I am authorized to make this Verification on behalf of

Infotelecom, LLC; that the foregoing filing was prepared under my direction and

supervision; and that the contents with respect to Infotelecom, LLC and their

affiliates are true and correct to the best of my knowledge, information, and

belief.

          I declare under penalty of perjury that the foregoing is true and correct.

Executed this BX""_ day ofJuly, 2012.



                                       Eugene Béxfnin
                                       Chief Operating Officer
                                       Infotelecom, LLC


                               VERIFICATION


       I, Kyle Bertrand, state that I am the Vice President of Network Planning

and Regulatory of Broadvox—CLEC, LLC; that I am authorized to make this

Verification on behalf of Broadvox—CLEC, LLC; that the foregoing filing was

prepared under my direction and supervision; and that the contents with respect to

Broadvox—CLEC, LLC and their affiliates are true and correct to the best of my

knowledge, information, and belief.

       I declare under penalty of perjury that the foregoing is true and correct.

Executed this 3 l Sr day of July, 2012.




                                          MBZ7
                                      KyleMBertrand C
                                      VP Network Planning and Regulatory
                                      Broadvox—CLEC, LLC


                               VERIFICATION


       I, Bruce Chatterley, state that I am the Chief Executive Officer of The

Broadvox Holding Company, LLC; that I am authorized to make this Verification

on behalf of The Broadvox Holding Company, LLC; that the foregoing filing was

prepared under my direction and supervision; and that the contents with respect to

The Broadvox Holding Company, LLC and their affiliates are true and correct to

the best of my knowledge, information, and belief.

       I declare under penalty of perjury that the foregoing is true and correct.

Executed this:S "r'rday of July, 2012.




                                     Bruce Chatterley    % .
                                     Chief Executive Officer
                                     The Broadvox Holding Company, LLC


                                            Corporate Structure of Broadvox

                                                                                                                                   Other
            Andre Temnorod                         Eugene Blumin                           Alex Bederman
                                                                                                                                Shareholders
                  (U.S.)                                (U.S.)                                   (U.S.)
                                                                                                                                  {all U.S.)

                            43.66%                             21.83%                                  21.83%                              12.68%




                                                                      Broadvox, Inc.
                                                                            (OH)

                                                                                     100%

                                                           The Broadvox Holding Company, LLC
                                                                             (DE)

                                                                                    100%



         Techinvest Holding                    Broadvox, LLC                                Brivia Acquisition,                 Drigination Technologies, LLC
           Company, LLC                             (DE)                                           LLC (OH)                                    (DE)
                 DE
                (DE)
                JL 100%
                                                                   BroadvoxGO!, LLC                               Broadvox—CLEC, LLC
       Cypress Communications,                                           (DE.)                                           (DE)
               LLC (DE)


                                        100%

                                        L
         Cypress Communications Holding                              Cypress Communications
m|           Company of Virginia, LLC                                Operating Company, LLC
Se [                   (Virginia)                                          (Delaware)
E


E

«j


Z2         / broadvoxs                                      —infételecom

Broadvox—CLEC, LLC
Infotelecom, LLC
75 Erieview Plaza, Suite 400
Cleveland, Ohio 44114


                                                                          July       , 2012

[Customer Name]
[Account Number]
[Customer Address]

NOTICE OF TRANSFER OF SERVICES FROM INFOTELECOM, LLC TO
BROADVOX—CLEC, LLC

        Broadvox—CLEC, LLC ("Broadvox") and Infotelecom, LLC ("Infotelecom") are pleased
to jointly announce that Broadvox is purchasing the telecommunications assets of Infotelecom.
The transaction will occur in the next few weeks. We anticipate the transaction will provide you,
the customer, with a larger, superior backbone network and additional set of qualified and highly
professional telecommunications representatives to enhance your customer experience.

        As the transfer proceeds, you will see slight changes to your invoices and customer
interface portals on the company website. None of those changes will impact your current
services, the rates charged for those services or the continued support you have grown to enjoy
as an Infotelecom customer. In fact, we are certain your customer experience will be enhanced
by this change in service providers.

        We recognize that change can sometimes raise issues in customers‘ minds. Should you
have any questions concerning this transfer, please do not hesitate to contact our customer
service organization at 888—849—9608 or at customerservice@broadvox.com.

       We look forward to continuing and enhancing our long—standing business relationship.


                                             Sincerely,


                                             Grant Williams
                                             VP, Customer Operations


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Document Created: 2019-04-24 19:57:16
Document Modified: 2019-04-24 19:57:16

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