Attachment Attachment 2

This document pretains to ITC-T/C-20160512-00153 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2016051200153_1135964

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 ) In the Matter of the Application of ) ) Edwin Morales, Transferor ) and ) File No. ITC—T/C—2016 Mike Murray, Transferee ) ) For Authority pursuant to Section ) Section 214 of the Communications Act of 1934, ) as amended, to Transfer Control of ) Last Mile Corp. ) JOINT APPLICATION FOR AUTHORIZATION TO TRANSFER CONTROL OF LAST MILE CORP. 1. INTRODUCTION Pursuant to Section 214 of the Communications Act of 1934, as amended (the"Act") and Sections 63.04 and 63.24 of the Commission‘s rules, 47 C.F.R. §63.04 and §63.24, Edwin Morales ("Transferor") together with Mike Murray ("Transferee") (collectively the "Applicants") hereby seek authority to transfer control of Last Mile Corp., ("Last Mile").‘ Last Mile provides international telecommunications services. ‘ Last Mile Corp. is the 214 Authorization Holder, issued under File No. ITC—214—20130422—00112. By Application dated August 24, 2014, Last Mile Corp. and Last Mile USA sought Commission authority to transfer control of international section 214 authorization from Last Mile Corp. to Last Mile USA. (IB File No. ITC—ASG—20140829— 00264.) The Commission approved that transfer of control Application on June 29, 2015. (DA 15—798). Accordingly, Last Mile Corp. and Last Mile USA were authorized to complete the transfer of Last Mile Corp.‘s international section 214 authorization. However, pursuant to a notice filed March 23, 2016, Last Mile USA, LLC notified the Commission of its decision not to consummate the transfer of control. Accordingly, Last Mile Corp. remains the holder of International 214 authority ITC—214—20130422—00112.

The proposed transfer of control will occur through a stock purchase agreement under which the Transferee will purchase all of Edwin Morales‘ 100% ownership interest in Last Mile. Following the transfer, Mr. Murray, will own and control 100% of Last Mile. The name and corporate organization of Last Mile Corp. will remain unchanged, and Last Mile Corp. will retain its existing international 214 license. Applicants respectfully submit that this Application is eligible for streamlined processing pursuant to Sections 63.03 and 63.12 of the Commission‘s Rules, 47 C.F.R. §63.03 and 47 C.F.R. §63.12, as demonstrated in Sections V and VI below. In support of this Application, Applicants provide the following information: IJ. DESCRIPTION OF THE APPLICANTS A. Licensee The Licensee is Last Mile Corp., which is authorized pursuant to ITC—214—20130422—00112 to provide International Global or Limited Global Resale Service. It is currently owned and controlled by Edwin Morales, who holds 100% of its shares. Last Mile provides international telecommunications services. B. Transferor The Transferor is Edwin Morales, a private U.S. Citizen whose business address is 2555 Polk Street, Hollywood, FL 33020. Mr. Morales holds a 100% ownership and voting interest in Last Mile Corp. C. Transferee The Transferee is Mike Murray, a U.S. citizen, who resides at 2313 Mountain Apple Way, Apopka, FL 32712. Mr. Murray does not hold any FCC licenses.

III. DESCRIPTION OF THE TRANSACTION Pursuant to a Stock Purchase Agreement between the Applicants, Mr. Morales will sell his 100% ownership interest in Last Mile Corp. to Mr. Murray in exchange for cash. After the transaction, Mr. Morales will no longer have an ownership or voting interest in Last Mile Corp. All of the shares of Last Mile will be owned by Mr. Murray. Exhibit A to this application depicts the pre and post—transaction organizational structures. The Transaction is expected to close as soon as possible, subject to regulatory approval. IV. PUBLIC INTEREST STATEMENT The proposed Transaction described above will serve the public interest. Last Mile Corp. provides wholesale international telecommunications services to other carriers and does not offer retail services. The Transaction will have no negative impact on the wholesale customers served by Last Mile Corp., who will continue to be served by Last Mile Corp. with no changes to the rates, terms or conditions of their services. Mr. Murray, the Transferee, has been involved in the operation and management of Last Mile Corp. since 2013, and will continue to handle the day—to—day management of Last Mile Corp. following the transfer.

vV. 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 Application: (a) Name, address and telephone number of each Applicant: Transferor: Edwin Morales: 255 Polk Street Hollywood, FL 33021 Tel: 786—281—5487 Transferee: Mike Murray: 2313 Mountain Apple Way Apopka, FL 32712 Tel: 609—532—6793 (b) Jurisdiction of Organizations: Transferor: Edwin Morales is a U.S. Citizen — Transferee: Mike Murray is a U.S. Citizen 214 Authorization Holder: Last Mile Corp. is a Florida Corporation (e) Correspondence concerning this Application should be sent to: Sharon Thomas Consultant Technologies Management, Inc. 2600 Maitland Center Parkway Suite 300 Maitland, FL 32751 Tel: 407—740—3031 Fax: 407—740—0613 sthomas@tminc.com (d) Section 214 Authorizations Last Mile Corp. holds international Section 214 authority under File No. ITC— ITC—214—20130422—00112.

Information for Transferee (h) The following information is provided for the transferee: Mike Murray is U.S. citizen. Mr. Murray has been employed by Last Mile Corp. as its Director of Operations since its inception in 2013. Mr. Murray‘s address is 2313 Mountain Apple Way Apopka, FL 32712 The Tranferee has no interlocking directorates with a foreign carrier. (i) Transferee certifies that he has no ownership in any foreign carrier, nor is it affiliated with any foreign carrier, nor will it become affiliated with any foreign carrier as a result of this transaction. (§D) Transferee certifies that he does not seek to provide international telecommunications services to any destination country where: (1) The Transferee is a foreign carrier in that country; or (2) The Transferee controls a foreign carrier in that country; or (3) Any entity that owns more than 25 percent of the Transferee, or that controls the Transferee, 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 the Transferee and are parties to, or the beneficiaries of, a contractual relation affecting the provision or marketing of international basic telecommunications services in the United States. (k) Not applicable. (1) Not applicable. (m) Not applicable. (n) Transferee certifies that he has not agreed to accept special concessions 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. (0) 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). In particular, Section 63.12(c)(1) is inapplicable because neither of the Applicants is affiliated with any foreign carriers and none of the scenarios outlined in Section 63.12(c) of the Commission‘s Rules, 47 C.F.R. § 63.12(c), apply. 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. Applicants respectfully request that the Commission approve the proposed Transaction as soon as possible. Respectfully submitted, /s/ Sharon Thomas Sharon Thomas Technologies Management, Inc. 2600 Maitland Center Parkway Suite 300 Maitland, FL 32751 Tel: 407—740—3031 Fax: —407—740—0613 sthomas@tminc.com Consultant to Transferor and Transferee Dated: EA/(M &

Exhibit A PRE—TRANSACTION ORGANIZATION Last Mile Corp. Edwin Morales =100% POST—TRANSACTION ORGANIZATION Last Mile Corp. Mike Murray =100%

VERIFICATION STATE OF FLORIDA COUNTY OF ORANGE I, Mike Murray, being first duly sworn, do hereby certify, depose and state that I have read the foregoing Application; and that the facts stated therein are true and correct to the best of my knowledge, information and belief. Mik{ Murra% . / Subscribed and sworn to before me, a Notary Public, this C day of : *.; 2016. —— /—_-“_‘) > l C N / 4 / M L J Nb Notary Public > PAMELA JODBHARAM MY COMMISSION #FF181924 w3 EXPIRES December 9, 2018 My Commission expires: iu (5( \ A% V ® \ ( S (407) FloridaNotaryService.com

VERIFICATION STATE OF FLORIDA COUNTY OF MIAMI—DADE I, Edwin Morales, being first duly sworn, do hereby certify, depose and state that I have read the foregoing Application; and that the facts stated therein are true and correct to the best of my knowledge, information and belief. Owner, Last Mile Corp. Subscril/) d an swoxlfi/l o before me, a Notary Public, this l D day of M OL\/Z 2016. f4M \A[ / Ciy¥] _ Notary Public C / sssrtem, MIKE RUIZ $ «o "" Commission # FF 924190 *4 Amany® ©x wt4 >497 5. My Commission Expires My Commission expires: k 2t 0e NSR October 04, 2019


Document Created: 2016-05-12 12:06:31
Document Modified: 2016-05-12 12:06:31
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