Attachment Attachment 1

This document pretains to ITC-T/C-20191028-00175 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2019102800175_1983170

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, DC 20554 In the Matter of Application for the Transfer of Control of Nexogy, Inc. through its acquisition subsidiary, Nexogy Acquisition, Inc.. Transferor to T3 Communications, Inc., Transferee Application Pursuant to Section 214 of the File No. ITC—TC—2019 Communications Act of 1934 and Section 63.24 of the Commission‘s Rules for Consent to the Transfer of Control of Nexogy, Inc. through its acquisition subsidiary, Nexogy Acquisition, Inc., Transferor to T3 Communications, Inc., Transferee and Application Pursuant to Section 214 of the WC Docket No. 19— Communications Act of 1934 and Section 63.04 of the Commission‘s Rules for Consent to the Transfer of Control of Nexogy, Inc., through its acquisition subsidiary Nexogy Acquisition, Inc., Transferor to T3 Communications, Inc., Transferee Attention: International Bureay and Wireline Competition Bureau COMBINED/JOINT INTERNATIONAL AND DOMESTIC APPLICATION FOR TRANSFER OF CONTROL 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, this Application seeks Commission approval to transfer control of the stock of Nexogy, Inc. ("Nexogy Inc.") through its acquisition subsidiary, Nexogy Acquisition, Inc. ("Nexogy Acq Sub") to T3 Communications, Inc. ("T3") (the

"Acquisition"). Nexogy Inc. holds authority to provide domestic and international telecommunications services pursuant to section 214 of the Act.‘ On September 20, 2019, Nexogy Inc. entered into an Agreement and Plan of Merger with T3 Communications, Inc. ("T3"). Pursuant to the Agreement, Nexogy Inc., a Florida corporation will form Nexogy Acquisition, Inc. ("Nexogy Acq Sub"), a Florida corporation. Nexogy Acq Sub will merge with and into T3, with T3 as the survivor. As a result of the merger, Nexogy Inc. will become a wholly owned subsidiary of T3. Nexogy Inc. is a provider of interstate, international and intrastate interexchange telecommunications services, including cloud and broadband services. The customers of Nexogy Inc. will benefit from the greater financial resources and assets of T3 that will result from consummation of the transaction. This transaction will help ensure continuity of service and enhance the ability of Nexogy to offer a broader range of innovative products and services to consumers. The transfer of control will therefore serve to enhance the overall capacity of Nexogy to compete in the marketplace and to provide telecommunications services for a greater number of consumers at competitive rates. Grant of this Application will clearly promote competitioninthe interstate, international, cloud and broadband telecommunications markets and will serve the public interest. L. INFORMATION REQUIRED BY SECTION 63.24 This Application seeks authority to transfer the control of the stock of Nexogy, Inc., which holds authority pursuant to section 214 of the Act to provide domestic interstate and international telecommunications service to T3. Section 63.24(e)(2) of the Commission‘s rules requires that an application for a substantial transfer of control of a carrier holding international section 214 authority include the following information, as described in section 63.18: (a) The name, address and contact number of the transferor is: Nexogy, Inc,. through its acquisition subsidiary, Nexogy Acquisition, Inc. 2121 Ponce de Leon Blvd., Suite 200 Coral Gables, FL 33134 Phone (305) 503—5267 ! Nexogy holds domestic and international authority pursuant to Section 214 of the Act. Authority was granted in File No. ITC—214—20051121—00476.

The name, address and contact number of the transferee is: T3 Communications, Inc., a Nevada Corporation 825 W. Bitters, Suite 104 San Antonio, TX 78216 Phone (210) 438—8647 Ext 1001 Fax (210) 693—1012 Email: art@t3com.net The name, address and contact number for the holder of section 214 authority is: Nexogy, Inc,. through its acquisition subsidiary, Nexogy Acquisition, Inc. 2121 Ponce de Leon Blyd., Suite 200 Coral Gables, FL 33134 Phone (305) 503—5267 (b) Nexogy, Inc. is a Florida corporation T3 is a Nevada corporation (c) Correspondence concerning this Application should be addressed to: Leon Nowalsky, Esq. Nowalsky & Gothard, APLLC 1420 Veterans Blvd. Metairie, LA 70005 Phone (504) §32—1984 Fax: (504) 831—0892 Email: Inowalsky@nbglaw.com (d) Nexogy was granted authority in File No. ITC—214—20051121—00476 Responses (c) through (g) are not applicable to this Application. (b) The following are the names, addresses, citizenship, and principal businesses of any person or entity that will directly or indirectly own at least ten percent of the equity of the applicants. There will be no interlocking directorates with any foreign carrier. Nexogy, Inc. (Transferor Nexogy, Inc. 2121 Ponce de Leon Blyd., Suite 200 Coral Gables, FL 33134 Phone (305) 503—5267 Attn: Juan C. Canto Email: {canto@newxogy.com State of Incorporation: Florida Principal Business: Telecommunications

Name: Carlos F. Lahrssen, Jr. Revocable Trust 25.29% direct Address: 105 W. Suntise ownership Coral Gables, FL 33133 Citizenship: United States Name: Felipe Jose Lahrssen Revocable Trust 25.29% direct Address: 1831 Victoria Pointe Circle ownership Weston, FL 33327 Citizenship: United States Name: Juan Carlos Canto, an individual 20.32% direct Address: 7301 Monaco Street ownership Coral Gables, FL 33143 Citizenship: United States Name: CFL, Ltd. 9.03% direct Address: 626 Coral Way, Apt. 305 ownership Coral Gables, FL 33134 Citizenship: British Virgin Islands Name: Carlos F. Lahrssen 100% ownership of Address: 626 Coral Way, Apt. 305 CFL, Ltd. Coral Gables, FL 33134 Citizenship: Venezuelan There are no other 10% or more owners voting or equity in Nexogy, Inc. nor CFL, Ltd. No individual or company listed herein has any ownership interest in any other telecommunications companies. T3 Communications, Inc. (Transferee) T3 Communications, Inc., a Nevada Corporation 825 W. Bitters, Suite 104 San Antonio, TX 78216 80.01% owned by Digerati Technologies, Phone (210) 438—8647 Ext 1001 Inc. Fax (210) 693—1012 Email: art@t3com.net 19.99% owned by ITN Partners, LLC. Name: Digerati Technologies, Inc. 80.01% Ownership Address:825 W. Bitters, Suite 104 San Antonio, Texas 78216 Citizenship: Nevada corporation Primary Business: Telecommunications Name: Arthur L. Smith, an individual 13% direct in Digerati

Address: 825 W. Bitters, Suite 104 San Antonio. Texas 78216 Citizenship: United States Primary Business: Telecommunications Name: Antonio Estrada, an individual 10% direct in Digerati Address: 825 W. Bitters, Suite 104 San Antonio, Texas 78216 Citizenship: United States Primary Business: Telecommunications Name: Craig K. Clement, an individual 10% direct in Digerati Address: 825 W. Bitters, Suite 104 San Antonio. Texas 78216 Citizenship: United States Primary Business: Telecommunications There are no other 10% or more owners voting or equity in Digerati. No individual or company listed herein has any ownership interest in any other telecommunications companies. Name: ITN Partners, LLC 19.99 % direct in Address: 5290 Summerlin Commons Way, Suite 1004 T3 Fort Myers, Florida 33907 Citizenship: Florida limited liability company Primary Business: Investor Name: Blue Sunshine, LLC 80.65% direct Address:588 Castle Pine Pkwy, B4—133 in ITN Partners, LLC Castle Pines, CO 80108 Citizenship Florida corporation Primary Business: Holding company Name: Pamela G. Reel, an individual 100% direct in Blue Address: 588 Castle Pines Pkwy, B4—133 Sunshine, LLC Castle Pines, CO 80108 Citizenship: United States Primary Business: Investor Ms. Reel owns a minority interest in NexGen Integrated Communications, LLC a telecommunications services provider. Name: ITVantage, LLC 12.9% direct Address: 5590 Summerlin Commons Way in ITN Partners, LLC Suite 1004 Ft. Myers, FL 33907 Citizenship Florida Corporation Primary Business: Investor

There are no other 10% or more owners voting or equity in ITN Partners, LLC. No individual or company listed herein has any ownership interest in any other telecommunications companies. Name: MaReHa, LLC Address: 12401 Brantley Commons Ct., Suite 101 12.9% direct Ft. Myers, FL 33907 in ITN Partners, LLC Citizenship Florida limited liability Company Primary BusinessInvestor Name: Matt Bernhardt, an individual 48.75% direct in Address: 14300 Riva Del Lago Dr. #1103 MaReHa, LLC Fort Myers, FL 33907 Citizenship: United States Primary Business: Investor Name: Reema Bhatia, an individual 48.75% direct in Address: 14300 Riva Del Lago Dr. #1103 MaReHa, LLC Fort Myers, FL 33097 Citizenship: United States Primary Business: Investor There are no other 10% or more voting or equity in MaReHa, LLC. No individual or company listed herein has any ownership interest in any other telecommunications companies. ® Applicants certify that they are not, and following the proposed transaction will not be, affiliated with any foreign carrier within the meaning of section 63.09(d) and (e). M The Applicants certify that they do not seek authority to provide service to any country described in paragraphs (1) through (4) of section 63.18(J). (k) Not applicable. 0 Not applicable. (m) Not applicable. (n) Applicants certify that they have 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 of and will not enter into such agreements in the future. (0) Applicants certify 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.

(P) This international 214 Application qualifies for streamlined processing pursuant to Section 63.12 because the applicants are not affiliated with any foreign carriers; are not affiliated with any dominant U.S. carriers whose international switched or private line services the applicant seeks authority to resell; and do not seek authority to provide switched basic services over private lines to a country for which the Commission has not previously authorized the provision of switched services over private lines. This Application therefore should be granted, pursuant to section 63.12(a), fourteen days after the date of a public notice listing this Application forfiling. IL ADDITIONAL INFORMATION REQUIRED BY SECTION 63.04 This Application seeks Commission consent to transfer control of Nexogy, Inc., which holds authority to provide domestic and international telecommunications services pursuant to section 214 of the Act. Pursuant to section 63.04(b) of the Commission‘s rules, the parties submit the following information in support of this Application in response to items 6 through 12 of section 63.04(a): 6) As set forth above, this Application seeks Commission consent to transfer control ofthe stock ofNexogy, Inc to T3 Communications, Inc. As a result of the transfer, Nexogy will continue to operate and will be wholly owned by T3 Communications, Inc. 7) [intentionally omitted] 8) This Application qualifies for streamlined processing under section 63.03(b)(2)(I) because the transferee will have a market share in the interstate interexchange market of less than 10 percent, the transferee 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 proposed transaction, and no party to this Application is dominant with respect to any service. (9) The parties will file a slamming certification letter with the Commission, if necessary. (10) Only standard streamlined processing of this domestic section 214 transfer of control application is sought pursuant to Section 63.03. (11) No waiver requests are being filed in conjunction with the transaction. (12) As discussed above, grant of this Application will strengthen T3 as the post— transaction company and will become a stronger competitor in the marketplace for interstate and international telecommunications services. The customers of Nexogy will benefit from T3‘s resources and assets, which will help ensure continuity of service and enhance the ability of Nexogy to offer a broader range of innovative products and services to customers. Grant of this Application will promote competition in the domestic interexchange and international telecommunications markets and will serve the public interest.

III CONCLUSION For the foregoing reasons, this Application respectfully requests that the Commission consent to the transfer of control of Nexogy, Inc. to T3 Communications, Inc. Respecifully submitted, /s/ Leon Nowalsky Leon Nowalsky, Esq. Nowalsky & Gothard A Professional Limited Liability Company 1420 Veterans Blvd. Metairie, LA 70005 Telephone: (504) 832—1984 Counsel for Nexogy, Inc. to T3 Communications, Inc.

STATE OF FLORIDA COUNTY OF DADE VERIFICATION I, Juan Carlos Canto, am the Chief Financial Officer of Nexogy, Inc. and am authorized to make this verification on its behalf. The statements made in the foregoing Application are true of my own knowledge, except as to those matters which are therein stated on information and belief, and as to those matters I believe them to be true. Sworn to and subscribed before me, Notary Public, in and for the State and County named above, this «2 & day of 06g64 2019 MORELA LUCAS $ m‘ Notary Public — State of Fl;rida /fi 4 Commission # GG 289431 Seng® My Comm. Expires Apr 9, 2023 la_ry < onded through National Notary Assn. Pubhc My commission expires: s/ $O 3.3

STATEOF _/e¥ye5 COUNTY OF fL)\( . VERIFICATION I, Antonio Estrada, Jr., am the Chief Financial Officer of T3 Communications, Inc. and am authorized to make this verification on its behalf. The statements made in the foregoing Application are true of my own knowledge, except as to those matters which are therein stated on information and belief, and as to those matters I believe them to be true. «.Adssio Name: Antonio Estrada, Jr. id Title: Chief Financial Officer Sworn to and subscribed before me, Notary Public, in and for the State and County named / — day of c + , 2019 &# _f _ 22ez‘ _f / wz0 /’x,’/,/z/'ii/f*f/ PRPreause /fi” Notary Public My commission expires: V ZJ 3 — Pz j &5 i. Exp. AY S "mmmptt®

State of Florida County of Dade AFFIDAVIT The applicant below certifies that neither applicant nor any other party to the application is subject to a denial of Federal benefits that includes FCC benefits pursuant to Section 5301 of the Anti—Drug Act of 1988, 21U.S.C. Section 862, because of a conviction for possession or distribution of a controlled substance. InastCs Chief Financial Officer Nexogy, Inc. 2121 Ponce de Leon Bivd., Suite 200 Coral Gables, FL 33134 Sw?n to and subscribed before me this &8 day of 2019 MORELA LUCaS ofLa Loo Notary Public « State of Florida hary Publi * Cammission # GG 289431 My Comm, Expires Apr 9, 2023 Bonded through Nationa! Notary Assn, My commission expires %‘/ 2 m22.3

State of 7 7‘xa 3 County of [ye v/ain AFFIDAVIT The applicant below certifies that neither applicant nor any other party to the application is subject to a denial of Federal benefits that includes FCC benefits pursuant to Section 5301 of the Anti—Drug Act of 1988, 21U.S.C. Section 862, because of a conviction for possession or distribution of a controlled substance. 2 Antonio Estrada, Jr. Chief Financial Officer T3 Communications, Inc. $25 W. Bitters, Suite 104 San Antonio, TX 78216 Sworn to and subscribed before me this TV‘ _day of 52z+ , 2019 onspe z 2. o.% & tr/s EXP. AiwS® trrunyect®®


Document Created: 2019-10-28 15:42:27
Document Modified: 2019-10-28 15:42:27
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