Attachment Attachment 1

This document pretains to ITC-ASG-20180109-00005 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2018010900005_1325593

ATTACHMENT 1 NOTIFICATION OF PRO FORMA TRANSFER OF CONTROL OF INTERNATIONAL SECTION 214 AUTHORIZATIONS ANSWER TO QUESTION 10 (a) The name, address, and telephone number of each applicant; The name, address, and telephone number of the Assignor NobelTel, LLC is provided in Section 6 of the online application, and the name, address, and telephone number of Assignee NTC International, Inc. is provided in Section 7 of the online application. (b) The Government, State, or Territory under the laws of which each corporate or partnership applicant is organized; Assignee NTC International, Inc. is incorporated under the laws of the State of Delaware. Assignor NobelTel, LLC is organized under the laws of the State of Delaware. (c) The name, title post office address, and telephone number of the officer and any other contact point, such as legal counsel, to whom correspondence concerning the notification is to be addressed; Please direct correspondence concerning all parties (Assignee NTC International, Inc.; Assignor NobelTel, LLC) to this Notification to: Peter B. Sinclair Legal Counsel Clerkin, Sinclair & Mahfouz, LLP 530 B St., 8°" Floor San Diego, CA 92101 (619)308—6559 psinclair@clerkinlaw.com With a copy to: Richard L. Mahfouz President/Sole Director of NTC International, Inc., and CEO/President of NobelTel, LLC 1545 Faraday Avenue, Suite 101 Carlsbad, CA 92008 (d) A statement as to whether the applicant has previously received authority under Section 214 of the Act and, if so, a general description of the categories of facilities and services authorized (i.e., authorized to provide international switched services on a facilities basis);

NTC International, Inc. has received authority under Section 214 of the Act for Global or Limited Global Resale Service pursuant to §63.18(e)(2), under file number ITC—214—20170309—00033, with a Grant of Authority Date of April 7, 2017. NobelTel, LLC received authority under Section 214 of the Act for Global or Limited Global Facilities—Based and Resale Service under file number ITC—214—20011021—00532 effective November 30, 2001. NobelTel, LLC is retaining its Section 214 authority, which is not being transferred to NTC International, Inc. Answer to Question 11 Does any entity, directly or indirectly, own at least ten (10) percent of the equity of the assignee/transferee as determined by successive multiplication in the manner specified in the note to Section 63.18(h) of the rules? If you answered "Yes" to this question, provide in Attachment 1, the name, address, citizenship, and principal businesses of each person or entity that directly or indirectly owns at least ten (10) percent of the equity of the assignee/transferee, and the percentage of equity owned by each of those persons or entities (to the nearest one percent). The following individuals or entities directly or indirectly hold at least ten (10) percent of the equity interest of Assignee NTC International, Inc.: Name: NTC Holding, Inc. Address: 5973 Avenida Encinas, Ste. 202, Carlsbad, CA 92008 Place of Incorporation: Delaware Principal Business: Holding Company Ownership Interest: 100% of NTC International, Inc. Name: Richard L. Mahfouz Address: 1545 Faraday Ave., Ste. 101, Carlsbad, CA 92008 Country of Citizenship: USA Principal Business: President and Sole Director Ownership Interest: 100% of NTC Holding, Inc. Richard L. Mahfouz, whose information is provided above, owns 100% equity interest in NTC Holding, Inc., and therefore, indirectly owns 100% equity interest in Assignee NTC International, Inc. Answer to Question 12 Does the assignee/transferee have any interlocking directorates with a foreign carrier? Assignee NTC International, Inc. does not have any interlocking directorates with a foreign carrier. Assignor NobelTel, LLC does not have any interlocking directorates with a foreign carrier. Answer to 13

Provide in Attachment 1 a narrative of the means by which the proposed assignment or transfer of control will take place. This notification ("Notification") informs the Commission of the pro forma assignment of the customer base of NobelTel, LLC, holder of a 214 license, to Assignee NTC International, Inc, holder of a 214 license (the "Assignment"). NobelTel, LLC is retaining its 214 license, which is not being assigned to NTC International, Inc. Description ofAssignor The Assignor, NobelTel, LLC, is organized under the laws of the state of Delaware, and holds an international 214 license under file number ITC—214—20011021—00532. Richard L. Mahfouz is President, Sole Director, and 100% stakeholder of Nobel Holding, Inc. Nobel Holding, Inc. is a holding company that holds Nobel, Inc. as a wholly owned subsidiary, and Nobel, Inc. is a Delaware corporation which holds NobelTel, LLC as a wholly owned subsidiary. Description of Assignee The Transferee, NTC International, Inc., is incorporated under the laws of the state of Delaware. Richard L. Mahfouz is the President, Sole Director, and 100% stakeholder of NTC Holding, Inc. NTC Holding, Inc. is a holding company that holds NTC International, Inc. as a wholly owned subsidiary. Description of the Transaction As described above, NTC International, Inc. and NobelTel, LLC are commonly owned affiliates. The customer transfer contemplated herein is being implemented as part of an internal reorganization of the affiliated companies. NobelTel, LLC provides prepaid and postpaid "dial—around" or "PIN—free" long distance telephone services to the affected subscribers on a retail basis. Subsequent to the assignment of customers, NTC International, Inc. provides the same services to the assigned customers. NobelTel, LLC is not transferring its international 214 authorization as part of the transaction contemplated herein.

Certification The undersigned hereby certifies, on behalf of NTC International, Inc., with respect to the foregoing notification of a pro forma transaction; that the statements in the notification are true and correct to the best of my belief and are made in good faith; that the transaction was pro forma as described in Section 63.24(a) of the Commission‘s Rules; and that this transaction, together with all previous pro forma transactions, did not result in a change in ultimate control. flMz/%%\/*' Richard L. Mahfouz President NTC International, Inc. 1545 Faraday Ave., Ste. 101 Carlsbad, CA 92008 January 9, 2018


Document Created: 2018-01-09 17:18:20
Document Modified: 2018-01-09 17:18:20
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