Attachment 214 Application

This document pretains to ITC-T/C-20160329-00129 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2016032900129_1131690

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 ) In the Matter of the Joint Application of ) ) Tech Valley Holdings, LLC, Transferor, ) TVC Albany, Inc., Licensee, ) WC Docket No. 16-_____________ segTEL, Inc., Licensee, ) ) IB File No. ITC-T/C-2016________ and ) ) OHCP Northeastern Fiber Buyer, Inc., ) Transferee, ) ) For Grant of Authority Pursuant to ) Section 214 of the Communications Act of 1934, ) as amended, and Sections 63.04 and 63.24 of the ) Commission’s Rules to Complete a Transfer of ) Ownership and Control of Licensees to ) OHCP Northeastern Fiber Buyer, Inc. ) ) JOINT APPLICATION Tech Valley Holdings, LLC (“Transferor”), TVC Albany, Inc. (“TVC”), segTEL, Inc. (“segTEL” and together with TVC, “Licensees” or “FirstLight”), and OHCP Northeastern Fiber Buyer, Inc. (“Transferee”) (collectively, “Applicants”), pursuant to Section 214 of the Commu- nications Act of 1934, as amended (the “Act”), 47 U.S.C. § 214, and Sections 63.04 and 63.24 of the Commission’s Rules, 47 C.F.R. §§ 63.04 & 63.24, request Commission approval for the transfer of ownership and control of Licensees from Transferor to Transferee. In support of this Application, Applicants provide the following information:

II. DESCRIPTION OF THE APPLICANTS A. Tech Valley Holdings, LLC Transferor is a holding company that was formed in 2010 for the purpose of acquiring TVC. Transferor does not have any operations of its own. Transferor is owned by funds affiliated with Riverside Partners, a private equity firm. The specific entities that hold a 10 percent or greater direct or indirect interest in Transferor are provided in Exhibit A. B. TVC Albany, Inc. and segTEL, Inc. TVC and its indirect subsidiary, segTEL, operate using the trade name “FirstLight Fiber.” FirstLight provides telecommunications services in Maine, Massachusetts, New Hampshire, New York, and Vermont. FirstLight offers a robust suite of advanced telecommunications products featuring a comprehensive portfolio of high bandwidth connectivity solutions including Ethernet, wavelengths and dark fiber as well as dedicated Internet access solutions, data center services, and voice services such as SIP trunks, virtual PBX, and traditional TDM solutions. FirstLight’s customers include national cellular providers and wireline carriers and enterprise customers, spanning high tech manufacturing and research, hospitals and healthcare, banking and financial, secondary education, colleges and universities, and local and state governments. FirstLight provides service over a combination of owned and leased facilities of other carriers that together comprise a state of the art fiber optic communications network of more than 260,000 fiber miles. C. OHCP Northeastern Fiber Buyer, Inc. Transferee is a corporation formed under the laws of Delaware. Transferee was formed for the purpose of acquiring TVC, and, post-closing, will be predominantly owned, and con- trolled, by various private equity funds formed in the Cayman Islands for investment purposes, specifically Oak Hill Capital Partners IV (Management), L.P., Oak Hill Capital Partners IV (Onshore), L.P., Oak Hill Capital Partners IV (Onshore Tax Exempt), L.P., Oak Hill Capital 2

Partners IV (Offshore) IV, L.P., and Oak Hill Capital Partners IV (Offshore 892), L.P. (collec- tively, the “Oak Hill IV Funds”).1 These funds are all ultimately controlled by OHCP MGP IV, Ltd. (“MGP IV”), the voting members of which are all U.S. citizens. None of the Oak Hill IV Funds or MGP IV owns or operates any other FCC-regulated providers of telecommunications services. The equity in the Oak Hill IV Funds is held by numerous, primarily U.S.-based inves- tors, including individuals, trusts, institutions and business entities.2 III. DESCRIPTION OF THE TRANSACTION Pursuant to the Securities Purchase Agreement by and among Transferor, TVC and, Transferee, dated as of March 18, 2016 (the “Agreement”), Transferee will purchase 100% of the outstanding securities of TVC from Transferor (the “Transaction”). However, before closing of the Transaction, Transferee will assign its rights under the Agreement to a yet-to-be-formed entity (“Oak Hill Buyer”). Upon completion of the Transaction, therefore, TVC will be a wholly owned subsidiary of Oak Hill Buyer (direct) and Transferee (indirect) and segTEL will be an indirect, wholly owned subsidiary of Oak Hill Buyer and Transferee. 1 As disclosed further herein, the Oak Hill IV Funds will collectively hold over 90% of the Transferee. It is expected that less than 10% of Transferee will be held by other entities and individuals, including members of TVC management and other existing interest-holders. In addition, it is expected that the Oak Hill IV Funds will implement a new incentive equity plan for management in connection with or following the consummation of the Transaction. 2 As disclosed further below, a separate group of funds under the Oak Hill umbrella owns interests in and successfully manages investments in other telecommunications service providers. For example, in November 2012, the FCC approved the transfer of control of Astound Broad- band, LLC (“Astound”), a holder of domestic and international Section 214 authorizations, from WaveDivision Holdings, LLC to OH WDH Holdco, LLC, a company 100% owned and con- trolled by various funds ultimately controlled by OHCP MGP III, Ltd. See Public Notice, DA 12- 1834, November 14, 2012 (Domestic Section 214); Public Notice, DA No. 12-1842 (Internation- al Section 214); see also FCC File No. ITC-T/C-20120619-00173. Astound (now d/b/a Wave) offers a variety of telecommunications services, including local exchange, long distance, and wholesale telecommunications services to residential and business customers in California, Oregon, and Washington. 3

For the Commission’s reference, a chart depicting the pre- and post-Transaction owner- ship of Licensees is provided as Exhibit B. IV. INFORMATION REQUIRED BY SECTION 63.24(e) Pursuant to Section 63.24(e)(2) of the Commission’s Rules, the Applicants submit the following information requested in Section 63.18 (a)-(d) and (h)-(p) in support of this Applica- tion: (a) Name, address and telephone number of each Applicant: Transferor: Tech Valley Holdings, LLC FRN: 0019984152 c/o Riverside Partners, LLC 699 Boylston Street, 14th Floor Boston, MA 02116 617-351-2800 Licensees: TVC Albany, Inc. FRN: 0006097711 segTEL, Inc. FRN: 0006204630 41 State Street, 10th Floor Albany, NY 12207 518-598-0900 Transferee: OHCP Northeastern Fiber Buyer, Inc. FRN: 0025420712 201 Main Street, Suite 1018 Fort Worth, TX 76102 817-390-8503 (b) Jurisdiction of Organization: Transferor: Transferor is a limited liability company formed under the laws of Dela- ware. Licensees: TVC is a Delaware corporation. segTEL is a New Hampshire corporation. Transferee: Transferee is a Delaware corporation. 4

(c) (Answer to Question 10) Correspondence concerning this Application should be sent to: For Transferor and Licensees: For Transferee: Catherine Wang Patrick S. Campbell Brett P. Ferenchak Paul, Weiss, Rifkind, Wharton & Morgan, Lewis & Bockius LLP Garrison LLP 2020 K Street, N.W., Suite 1100 2001 K Street, NW Washington, DC 20006-1806 Washington, DC 20006-1047 202-373-6000 (tel) 202-223-7323 (tel) 202-373-6001 (fax) 202-204-7371 (fax) catherine.wang@morganlewis.com pcampbell@paulweiss.com brett.ferenchak@morganlewis.com With a copy for Transferor to: With a copy for Transferee to: Steven F. Kaplan John Monsky Christopher P. Ryan Oak Hill Capital Riverside Partners 201 Main Street, Suite 1018 699 Boylston Street, 14th Floor Fort Worth, TX 76102 Boston, MA 02116 817-390-8503 skaplan@riversidepartners.com JMonsky@oakhillcapital.com cryan@riversidepartners.com With a copy for Licensees to: Kurt Van Wagenen Jill Sandford FirstLight Fiber 41 State Street 10th Floor Albany, NY 12207 kvanwagenen@firstlight.net jsandford@firstlight.net (d) Section 214 Authorizations Transferor: Transferor does not hold international or domestic Section 214 authority. Licensees: TVC holds international Section 214 authority for (1) global resale service granted in File No. ITC-214-19990825-00538 and (2) global facilities- based and resale service granted in File No. ITC-214-20010209-00086.3 3 The international Section 214 authorizations granted (1) in File No. ITC-214-19990825- 00538 was originally granted to Tech Valley Communications, Inc. and (2) in File No. ITC-214- 20010209-00086 was originally granted to Mid-Hudson Communications, Inc. In 2002, these authorizations were transferred to TVC Albany, Inc. in File Nos. ITC-T/C-20020307-00149 and ITC-T/C-20020307-00158, respectively. 5

TVC also is authorized to provide interstate service by virtue of blanket domestic Section 214 authority. 47 C.F.R. § 63.01. segTEL is authorized to provide interstate service by virtue of blanket domestic Section 214 authority. 47 C.F.R. § 63.01. Transferee: Transferee does not hold international or domestic Section 214 authority. (h) (Answer to Questions 11 & 12) The following entities will hold, directly or indi- rectly, a ten percent (10%) or greater interest4 in Licensees upon completion of the Transaction, as calculated pursuant to the Commission’s ownership attribution rules for wireline and interna- tional telecommunications carriers: Post-Transaction Ownership of Licensees: The following entity currently holds and, upon completion of the Transaction, will con- tinue to hold a ten percent (10%) or greater direct interest in segTEL: Name: segNET TECHNOLOGIES, INC. (“segNET”) Address: 41 State Street, 10th Floor Albany, NY 12207 Citizenship: U.S. (Delaware) Principal Business: Holding Company Interest Held: 100% (directly in segTEL) The following entity currently holds and, upon completion of the Transaction, will con- tinue to hold a ten percent (10%) or greater direct interest in segNET: Name: TVC Albany, Inc. Address: 41 State Street, 10th Floor Albany, NY 12207 Citizenship: U.S. (Delaware) Principal Business: Telecommunications Interest Held: 100% (directly in segNET) 4 Unless otherwise indicated, the ownership interests provided herein represent both equity and voting interests. 6

As stated above, before closing of the Transaction the Transferee will assign its rights under the Agreement to a yet-to-be-formed entity, Oak Hill Buyer, which Transferee will wholly own and control.5 Oak Hill Buyer will be a Delaware LLC or corporation. Upon completion of the Transaction, therefore, the following entity will hold a ten percent (10%) or greater direct interest in TVC: Name: Oak Hill Buyer (Name To Be Determined) Address: 201 Main Street, Suite 1018 Fort Worth, TX 76102 Citizenship: U.S. (Delaware) Principal Business: Holding Company Interest Held: 100% (directly in TVC) Upon completion of the Transaction, the following entity will hold a ten percent (10%) or greater direct interest in Oak Hill Buyer: Name: OHCP Northeastern Fiber Buyer, Inc. Address: 201 Main Street, Suite 1018 Fort Worth, TX 76102 Citizenship: U.S. (Delaware) Principal Business: Holding Company Interest Held: 100% (directly in Oak Hill Buyer, indirectly in TVC) Post-Transaction Ownership of Transferee: Upon completion of the Transaction, the Oak Hill IV Funds collectively, and Oak Hill Capital Partners IV (Onshore), L.P. individually, will own or control a ten percent (10%) or greater direct interest in Transferee:6 Name: Oak Hill Capital Partners IV (Onshore), L.P. (“Onshore Fund”) Address: 201 Main Street, Suite 1018 Fort Worth, TX 76102 Citizenship: Cayman Islands Principal Business: Investment Activities Interest Held: 55.64% (directly in Transferee, indirectly in TVC) 5 See Section III. 6 The final structure is not fully established, and there may be one or more additional intervening wholly owned holding companies inserted above Transferee in Exhibit B prior to closing. Any such holding company, however, would not impact the ultimate ownership or control. Transferee and Licensees request that the Commission authorize the addition of one or more intervening wholly owned holding company(ies) prior to, or concurrently with, closing as part of this Application. Transferee and Licensees will notify the Commission of the final ownership structure immediately following closing in the event any such additional holding companies are inserted. 7

Name: Oak Hill Capital Partners IV (Management), L.P. (“Management Fund”) Address: 201 Main Street, Suite 1018 Fort Worth, TX 76102 Citizenship: Cayman Islands Principal Business: Investment Activities Interest Held: 9.47% (directly in Transferee, indirectly in TVC) Name: Oak Hill Capital Partners IV (Onshore Tax Exempt), L.P. (“Tax Exempt Fund”) Address: 201 Main Street, Suite 1018 Fort Worth, TX 76102 Citizenship: Cayman Islands Principal Business: Investment Activities Interest Held: 0.97% (directly in Transferee, indirectly in TVC) Name: Oak Hill Capital Partners IV (Offshore), L.P. (“Offshore Fund”) Address: 201 Main Street, Suite 1018 Fort Worth, TX 76102 Citizenship: Cayman Islands Principal Business: Investment Activities Interest Held: 19.19% (directly in Transferee, indirectly in TVC) Name: Oak Hill Capital Partners IV (Offshore 892), L.P. (“892 Fund”) Address: 201 Main Street, Suite 1018 Fort Worth, TX 76102 Citizenship: Cayman Islands Principal Business: Investment Activities Interest Held: 4.83% (directly in Transferee, indirectly in TVC) It is currently expected that the remaining 9.90% equity interest in Transferee will be held by other entities and individuals, including members of TVC management and other existing interest-holders. None of these entities or individuals will have a 10% or greater interest in the Transferee.7 The equity in the Oak Hill IV Funds is held through limited partnership interests held by numerous, primarily U.S.-based investors, including individuals, trusts, institutions and 7 Because the Oak Hill IV Funds described above have not closed and additional investors could still participate, and the equity interests of other investors have not been finalized, the respective ownership percentages in Transferee disclosed above may change. The Oak Hill IV Funds are, however, under common management and control. If any new investment or change in the ownership percentages causes an entity or individual not already disclosed herein to obtain a 10% or greater interest in Transferee, Applicants will update the information in this Applica- tion. 8

business entities. Based on current investment percentages, the following limited partners of the Oak Hill IV Funds will own or control a ten percent (10%) or greater direct or indi- rect interest in Transferee through their investments in one or more of these funds: Name: FW Oak Hill Limited IV, L.P. (“FW Limited IV”) Address: 201 Main Street, Suite 3100 Fort Worth, TX 76102 Citizenship: U.S. (Delaware) Interest Held: 19.14% (indirectly, through limited partnership investment in the Onshore Fund) The sole general partner of FW Limited IV is FW Oak Hill Limited Genpar IV, LLC, a Delaware limited liability company. The sole member of FW Oak Hill Limited Genpar IV, LLC is FW GP Holdco, LLC, a Del- aware limited liability company. The sole member of FW GP Holdco, LLC is Jay H. Hebert, a U.S. citizen. The address for each of these enti- ties and Mr. Hebert is 201 Main Street, Suite 3100, Fort Worth, TX 76102. Name: RMB Holdings, LLC (“RMB Holdings”) Address: 201 Main Street, Suite 3100 Fort Worth, TX 76102 Citizenship: U.S. (Delaware) Interest Held: 12.20% (indirectly, through direct limited partnership in- vestment in FW Limited IV) RMB Holdings is controlled by Robert M. Bass and Anne T. Bass, U.S. citizens, as co-Trustees of the Live Oak Trust, a Texas trust that directly wholly owns RMB Holdings. Control of the Oak Hill IV Funds is vested in the following entities and individuals. Name: OHCP GenPar IV, L.P. (“GenPar IV”) Address: 201 Main Street, Suite 1018 Fort Worth, TX 76102 Citizenship: Cayman Islands Principal Business: Investment Activities Interest Held: As sole general partner of each of the Oak Hill IV Funds, GenPar IV indirectly controls Transferee. Gen Par IV has less than 1% indirect equity interest in Transferee. Name: OHCP MGP IV, Ltd. (“MGP IV”) Address: 201 Main Street, Suite 1018 Fort Worth, TX 76102 Citizenship: Cayman Islands Principal Business: Investment Activities Interest Held: As sole general partner of GenPar IV, MGP IV indirectly controls Transferee. MGP IV has less than 1% indirect eq- uity interest in Transferee. 9

The shares in MGP IV are distributed equally (100 shares each) among thirteen individuals (collectively referred to herein as the “Investment Committee”), each of whom is a U.S. citizen: J. Taylor Crandall, Steven B. Gruber, Tyler J. Wolfram, Scott A. Baker, Brian N. Cherry, Benjamin Diesbach, Stratton R. Heath, III, Scott B. Kauffman, Kevin M. Mailender, John R. Monsky, William J. Pade, Steven G. Puccinelli, and David S. Scott. None of these individuals has a 10% or greater equity interest in Transferee. To the Transferee’s knowledge, no other person or entity, directly or indirectly, owns or controls a ten percent (10%) or greater interest in Licensees through Transferee. Transferee does not have any interlocking directorates with a foreign carrier. (i) (Answer to Question 14) Transferee certifies that it is not a foreign carrier and is not currently affiliated, within the meaning of Section 63.09(e) of the Commission’s rules, 47 C.F.R. § 63.09(e), with any foreign carrier. Out of an abundance of caution, TVC states that it provides, on a private carriage basis, certain telecommunications services between Canada and the U.S. that do not require a Basic International Telecommunications Services license or other authorization from the Canadian Radio and Telecommunications Commission (“CRTC”). Since TVC does not have an authoriza- tion from the CRTC and provides services in Canada only on a private carriage basis, it is not “authorized within a foreign country to engage in the provision of international telecommunica- tions services offered to the public” in Canada and, therefore, is not a “foreign carrier” under the Commission’s Rules. See 47 C.F.R. § 63.09(d) (emphasis added). Upon completion of the Transaction, therefore, Transferee will not be affiliated, within the meaning of Section 63.09(e) of the Commission’s rules, 47 C.F.R. § 63.09(e), with a foreign carrier. (j) (Answer to Question 15) Subject to the qualifications in paragraph (i), above, Transferee certifies that, through its acquisition of control of Licensees, Transferee does not seek to provide international telecommunications services to any destination country where: (1) An Applicant is a foreign carrier in that country; or 10

(2) An Applicant controls a foreign carrier in that country; or (3) Any entity that owns more than 25 percent of an Applicant, or that con- trols an Applicant, controls a foreign carrier in that country; or (4) Two or more foreign carriers (or parties that control foreign carriers) own, in the aggregate more than 25 percent of an Applicant and are parties to, or the beneficiaries of, a contractual relation affecting the provision or marketing or international basic telecommunications services in the United States. (k) Subject to the qualifications in paragraph (i), above, this question is not applica- ble. Out of an abundance of caution, Transferee certifies that Canada is a Member of the World Trade Organization (“WTO”) and that TVC is not on the Commission’s List of Foreign Tele- communications Carriers that are Presumed to Possess Market Power in Foreign Telecommuni- cations Markets, released on January 26, 2007. (m) Transferee qualifies for a presumption of non-dominance under Section 63.10(a)(1) and (3) of the Commission’s rules, 47 C.F.R. § 63.10(a)(1) & (3), for the reasons stated in paragraphs (i)-(k), above. (n) Transferee and Licensees certify that they have not agreed to accept special con- cessions, directly or indirectly, from any foreign carrier with respect to any U.S. international route where the foreign carrier possesses market power on the foreign end of the route and will not enter into such agreements in the future. (o) Applicants certify that they are not subject to denial of federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1998. See 21 U.S.C. § 853a; see also 47 C.F.R. §§ 1.2001-1.2003. (p) Applicants respectfully submit that this Application is eligible for streamlined processing pursuant to Section 63.12(a)-(b) of the Commission’s rules, 47 C.F.R. § 63.12(a)-(b). Transferee qualifies for streamlined treatment under Section 63.12(c) because Transferee is not a 11

foreign carrier itself and otherwise qualifies for a presumption of non-dominance under Section 63.10(a)(1) or (3) for the reasons detailed in response to paragraphs (i) through (m) above. V. INFORMATION REQUIRED BY SECTION 63.04 Pursuant to Commission Rule 63.04(b), 47 C.F.R. § 63.04(b), Applicants submit the fol- lowing information in support of their request for domestic Section 214 authority to transfer control of Licensees to Transferee in order to address the requirements set forth in Commission Rule 63.04(a)(6)-(12): (a)(6) A description of the proposed Transaction is set forth in Section III above. (a)(7) (i) FirstLight provides telecommunications services in Maine, Massachusetts, New Hampshire, New York, and Vermont. TVC and/or segTEL are authorized to provide intrastate telecommunications services in each of those states. (ii) Transferee does not itself provide telecommunications. Transferee is cur- rently affiliated (as defined in the Act), through funds under the Oak Hill umbrella ultimately controlled by OHCP MGP III, Ltd., with the following domestic telecommunications services providers: 1. Astound (d/b/a/ Wave), a provider of domestic telecommunications services, including local exchange, long distance, and wholesale telecommunications services, to residential and business customers in California, Oregon, and Washington. See n. 2 supra. 2. Metronet Holdings, LLC, a fiber company providing services in Indiana and Illinois. 3. Intermedia.net, Inc., a hosted exchange and PBX company providing services nearly nationwide, including, in terms of the states served by Firstlight, New York, Massachusetts, and Maine. To Transferee’s knowledge, Transferee is not affiliated with any other telecom- munications carriers. 12

(a)(8) Applicants respectfully submit that this Application is eligible for streamlined pro- cessing pursuant to Sections 63.03 of the Commission’s Rules, 47 C.F.R. §63.03. In particular, with respect to domestic authority, this Application is eligible for streamlined processing pursuant to Section 63.03(b)(2)(i) because, immediately following the Transaction, (i) Transferee (and its Affiliates, as defined in the Act) will have a market share in the interstate, interexchange market of less than ten percent (10%), (ii) Transferee (and its Affiliates) will provide competitive telephone exchange services or exchange access services (if at all) exclusively in geographic areas served by a dominant local exchange carrier that is not a party to the Transaction and (iii) none of the Applicants (or their Affiliates) are dominant with respect to any service. (a)(9) TVC holds a wireless license (Call Sign WQLH897) that requires prior approval for the Transaction. A separate application for transfer of control of that license is being submit- ted simultaneously with this Application. (a)(10) No party is requesting special consideration because it is facing imminent business failure. (a)(11) Not applicable. (a)(12) Applicants submit that the Transaction is in the public interest. Licensees will continue to be managed and operated by the same officers and personnel, but will be supple- mented by management of Transferee. Further, Licensees will continue to have access to finan- cial resources through their new relationship with Transferee, enabling them to meet the needs of their customers and thus compete in the telecommunications marketplace. At the same time, the Transaction will have no adverse impact on the customers of Licensees. Immediately following the Transaction, Licensees will continue to provide high-quality services at the same rates and on the same terms and conditions as are currently in effect. The only change immediately following 13

closing of the Transaction from a customer’s perspective will be that that Licensees’ ownership will change, with Transferee being their ultimate parent. Moreover, the Applications raise no significant foreign ownership or control issues that would be of interest to the U.S. government with respect to U.S. national security. The Transfer- ee is ultimately controlled entirely by U.S. citizens. Although the Oak Hill IV Funds (and their general partners) are domiciled in the Cayman Islands, they remain part of the Oak Hill U.S.- based private equity funds whose investments are managed entirely by the Oak Hill Investment Committee made up entirely of U.S. citizens and whose investors are primarily U.S. entities or individuals. These investment funds are thus “foreign” solely due to their jurisdiction of for- mation; they were formed in the Cayman Islands because it is a jurisdiction with which private fund investors are familiar and offers courts and legal advisors with expertise in this area. Furthermore, these Cayman Islands entities do not assert any influence, management or control over the Transferee, independent of oversight and control by the Investment Committee, but are merely intermediary vehicles through which various passive and institutional investors have made their financial investments. Other than these Cayman Islands entities, there are no foreign owners with a 5% or greater direct or indirect ownership interest in the Fund or the Transferee. In sum, other than through the Investment Committee, none of the Cayman Islands in- vestment funds (and their general partner) or any other foreign entity or government will have any independent management role whatsoever in the Transferee. Accordingly, the Applications should be approved expeditiously without a significant or lengthy review or concern with respect to U.S. national security issues. 14

VI. CONCLUSION For the reasons stated above, Applicants respectfully submit that the public interest, convenience and necessity would be furthered by a grant of this Application for the transfer of ownership and control of Licensees to Transferee. Respectfully submitted, /s/ Patrick S. Campbell /s/ Brett P. Ferenchak Patrick S. Campbell Catherine Wang Paul, Weiss, Rifkind, Wharton & Brett P. Ferenchak Garrison LLP MORGAN, LEWIS & BOCKIUS LLP 2001 K Street, NW 2020 K Street, N.W. Washington, DC 20006-1047 Washington, DC 20006 202-223-7323 (tel) 202-373-6000 (Tel) 202-204-7371 (fax) 202-373-6001 (Fax) pcampbell@paulweiss.com catherine.wang@morganlewis.com brett.ferenchak@morganlewis.com Counsel for Transferee Counsel for Transferor and Licensees Dated: March 29, 2016 15

EXHIBIT A Current Ten Percent Ownership of Transferor The following entities currently hold, directly or indirectly, a ten percent (10%) or greater interest in Transferor,8 as calculated pursuant to the Commission’s ownership attribution rules for wireline and international telecommunications carriers: Name: Riverside Fund IV, L.P. (“Riverside”) Address: c/o Riverside Partners, LLC 699 Boylston Street, 14th Floor Boston, MA 02116 Citizenship: U.S. (Delaware) Attributable Interest: 58.5% Principal Business: Investments Name: Riverside Fund IV Offshore, L.P. Address: c/o Riverside Partners, LLC 699 Boylston Street, 14th Floor Boston, MA 02116 Citizenship: U.S. (Delaware) Attributable Interest: 19.7% Principal Business: Investments The general partner of Riverside and Riverside Fund IV Offshore, L.P. is River- side Partners IV, L.P., whose ownership information is provided below. To Transferor’s knowledge, no U.S. or foreign person or entity owns or controls a 10% or greater attributable indirect ownership interest in TVC through Riverside Fund IV Offshore, L.P. The following entities currently hold a 10 percent or greater attributable indirect owner- ship interest in TVC through Riverside Fund IV, L.P.: (1) Name: Riverside Partners IV, L.P. Address: c/o Riverside Partners, LLC 699 Boylston Street, 14th Floor Boston, MA 02116 Citizenship: U.S. (Delaware) Interest Held: General Partner Principal Business: Investment 8 Unless otherwise indicated, the ownership interests provided herein represent both equity and voting interests.

(2) Name: Yale University Address: 55 Whitney Avenue, 5th Floor New Haven, Connecticut Citizenship: U.S. Attributable Interest: 14.81% Limited Partner Principal Business: Education (3) Name: Arkansas Teacher Retirement System Address: 1400 West Third Street Little Rock, Arkansas Citizenship: U.S. Attributable Interest: 13.16% Limited Partner Principal Business: Investment (4) Name: West Virginia Investment Management Board Address: 500 Virginia Street, Suite 200 Charleston, West Virginia 25301 Citizenship: U.S. Attributable Interest: 13.16% Limited Partner Principal Business: Investment To Transferor’s knowledge, no individual or entity holds a 10 percent or greater attributable indirect ownership interest in Transferor through Yale University, Arkansas Teacher Retirement System, or the West Virginia Investment Man- agement Board. The following individuals or entities currently hold a 10 percent or greater interest in Riverside Partners IV, L.P., the General Partner of Riverside and Riverside Fund IV Offshore, L.P.: (1) Name: David Belluck Address: c/o Riverside Partners, LLC 699 Boylston Street, 14th Floor Boston, MA 02116 Citizenship: U.S. Interest Held: Less than 50% Principal Business: Individual (2) Name: Brian Guthrie Address: c/o Riverside Partners, LLC 699 Boylston Street, 14th Floor Boston, MA 02116 Citizenship: U.S. Interest Held: Less than 50% Principal Business: Individual Exhibit A - Page 2

(3) Name: Steven F. Kaplan Address: c/o Riverside Partners, LLC 699 Boylston Street, 14th Floor Boston, MA 02116 Citizenship: U.S. Interest Held: Less than 50% Principal Business: Individual (4) Name: Riverside Partners IV, LLC Address: c/o Riverside Partners, LLC 699 Boylston Street, 14th Floor Boston, MA 02116 Citizenship: U.S. (Delaware) Interest Held: General Partner Principal Business: Investment Riverside Partners IV, L.P. is managed by an investment committee composed of six members, who are: David Belluck, Ian Blasco, Brian Guthrie, Steven F. Kaplan, Max Osofsky and Michelle Noon. All members of the investment com- mittee are United States citizens and the business address for each member of the investment committee is: c/o Riverside Partners, LLC 699 Boylston Street, 14th Floor Boston, MA 02116 The sole members of Riverside Partners IV, LLC are: (1) Name: David Belluck Address: c/o Riverside Partners, LLC 699 Boylston Street, 14th Floor Boston, MA 02116 Citizenship: U.S. Interest Held: Greater than 50% Principal Business: Individual (2) Name: Brian Guthrie Address: c/o Riverside Partners, LLC 699 Boylston Street, 14th Floor Boston, MA 02116 Citizenship: U.S. Interest Held: Less than 50% Principal Business: Individual To Transferor’s knowledge, no other individual or entity has a 10 percent or greater di- rect or indirect ownership interest in Transferor. Exhibit A - Page 3

EXHIBIT B Diagrams of the Pre- and Post-Transaction Corporate Organization Structures

Pre-Closing Ownership Structure of Licensees Sole Members Brian David Guthrie Belluck Steve Limited Limited Kaplan Partner Partner Riverside Limited Partners IV, LLC Partner General Partner Arkansas West Virginia Teacher Investment Riverside Yale Retirement Management Partners IV, L.P. University System Board General 14.81% 13.16% 13.16% General Partner Limited Limited Limited Partner Partner Partner Partner Riverside Fund IV Offshore, L.P. Riverside Fund IV, L.P. 19.7% 58.5% Tech Valley Holdings, LLC (“Transferor”) 100% TVC Albany, Inc. (“TVC”) 100% segNET TECHOLOGIES, INC. (“segNET”) 100% segTEL, Inc. (“segTEL”)

Depiction of Transaction Cash Consideration to Transferor OHCP Northeastern Tech Valley Holdings, Fiber Buyer, Inc. LLC (“Transferee”) (“Transferor”) 100% 100% of Equity of TVC to Transferee TVC Albany, Inc. (“TVC”) 100% segNET TECHOLOGIES, INC. (“segNET”) 100% segTEL, Inc. (“segTEL”)

Post-Closing Ownership Structure of Licensees J. Taylor Crandall Scott B. Kauffman Steven B. Gruber Kevin M. Mailender Tyler J. Wolfram John R. Monsky Scott A. Baker William J. Pade Brian N. Cherry Steven G. Puccinelli Benjamin Diesbach David S. Scott Stratton R. Heath, III 100 shares each OHCP MGP IV, Ltd. (Ultimate General Partner) (Cayman Islands) GP 1% LPs OHCP GenPar IV, L.P. (General Partner) (Cayman Islands) GP GP <5% GP <1% <1% GP GP LPs <1% LPs LPs LPs <1% LPs Oak Hill Capital Oak Hill Capital Oak Hill Capital Oak Hill Capital Oak Hill Capital Partners IV Partners IV Partners IV Partners IV Partners IV (Onshore Tax Exempt), L.P. (Management), L.P. (Onshore), L.P. (Cayman Islands) (Offshore), L.P. (Offshore 892), L.P. (Cayman Islands) (Cayman Islands) (Cayman Islands) (Cayman Islands) 55.64% 0.97% 19.19% 4.83% Other, including 9.47% current management 9.90% and interest-holders OHCP Northeastern Fiber Buyer, Inc. (“Transferee”) (Delaware) 100% [NAME TBD] (“Buyer”) (Delaware) 100% TVC Albany, Inc. (“TVC”) (Delaware) 100% segNET TECHOLOGIES, INC. (“segNET”) (Delaware) 100% segTEL, Inc. (“segTEL”) (New Hampshire)

VERIFICATION I, Steven F. Kaplan, state that I am Chairman of the Board of Tech Valley Holdings, LLC ("Tech Valley"); that I am authorized to make this verification on behalf of Tech Valley; that the foregoing application was prepared under my direction and supervision; and that the contents of that application with respect to Tech Valley 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 (’:f‘f‘day of March, 2016. Steven F. Kaplan Chairman of the Board Tech Valley Holdings, LLC

VERIFICATION I, Kurt Van Wagenen, state that I am Chief Executive Officer of TVC Albany, Inc. and segTEL, Inc. ("FirstLight"); that I am authorized to make this verification on behalf of FirstLight; that the foregoing application was prepared under my direction and supervision; and that the contents of that application with respect to FirstLight 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 Jj’_"‘ day of March, 2016. @JJ\ Kurt Van enen Chief Executive Officer TVC Albany, Inc. segTEL, Inc.

VERIFICATION I, Scott A. Baker, state that I am President of OHCP Northeastern Fiber Buyer, Inc. ("Transferee"); that I am authorized to make this verification on behalf of Transferee; that the foregoing application was prepared under my direction and supervision; and that the contents of that application with respect to Transferee 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 (}C_ day of March, 2016. _psotl|Bak_— ott A. Baker—— Tltle. President OHCP Northeastern Fiber Buyer, Inc.


Document Created: 2016-03-29 18:44:12
Document Modified: 2016-03-29 18:44:12
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