Attachment Exhibits E and F

This document pretains to SES-ASG-20140410-00289 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2014041000289_1042649

APPLICATION FOR PRO FORMA ASSIGNMENT OF EARTH STATION LICENSES Exhibit E: Response to FCC Form 312, Question A20 The instant application seeks FCC authority for the pro forma assignment of fixed earth station and/or VSAT licenses from Globecomm Systems, Inc. (“Globecomm”) to Globecomm License Sub LLC (“Globecomm Sub”). Globecomm and Globecomm Sub are both wholly owned subsidiaries of Cosmos Holdings Acquisition Corp. Thus, the ownership and control of the FCC licenses will otherwise remain unchanged following this assignment. Accordingly, the transaction is pro forma in nature. Exhibit 1 provides charts depicting the ownership structure before and after the pro forma assignment, as well as a list of all individuals and entities with a ten percent or greater ownership interest in Globecomm Sub. Exhibit F: Response to FCC Form 312, Question A21 This application seeks FCC consent to the pro forma assignment of fixed earth station and/or VSAT licenses from Globecomm to Globecomm’s sister company, Globecomm Sub. The Applicants request this authority to comply with the terms of Globecomm’s existing credit agreement, which requires Globecomm to take reasonable steps to assign its licenses to a separate licensee subsidiary. Accordingly, the filing and grant of the application will assist Globecomm in continuing to comply with the credit agreement, ensuring continued access to financial resources that will allow Globecomm to serve the needs of its customers. Moreover, the pro forma assignment described in the instant application will not change the ultimate ownership or control of the earth stations. The Commission has previously stated that, in situations where no substantial change of control will occur, “grant of the application is deemed presumptively in the public interest.”1 Applicants request that the Commission staff expeditiously grant this application. 1 See Forbearance Regarding Non-Substantial Assignments of Wireless Licenses and Transfers of Control Involving Telecommunications Carriers, 13 F.C.C.R. 6293, 6295 (1998).

List of Ten Percent or Greater Ownership The following individuals and entities hold a ten percent or greater ownership interest in assignee, Globecomm License Sub LLC: Cosmos Holdings Acquisition Corp. 45 Oser Avenue Hauppauge, NY 11788-3816 Citizenship: Delaware Principal Business: Holding company Direct Ownership Interest: 100% ownership of Globecomm License Sub LLC Wasserstein Cosmos Co-Invest, L.P. 1301 Avenue of the Americas 41st Floor New York, NY 10019 Citizenship: Delaware Principal Business: Investment Company Direct Ownership Interest: 100% ownership of Cosmos Holdings Acquisition Corp. Direct Ownership of Wasserstein Cosmos The following entities hold a ten percent or greater direct ownership or controlling interest in Wasserstein Cosmos: Wasserstein & Co., LP 1301 Avenue of the Americas 41st Floor New York, NY 10019 Citizenship: Delaware Principal Business: Investment Company Direct Ownership Interest: General partnership interest representing 0.18% percent equity interest and control of Wasserstein Cosmos. Indirectly, holds a less than ten percent limited partnership interest in Wasserstein Cosmos. Wasserstein Partners III (Reg AIV), LP c/o Wasserstein & Co., LP 1301 Avenue of the Americas 41st Floor New York, NY 10019 Citizenship: Delaware Principal Business: Investment Company Direct Ownership Interest: 19.4% limited partnership interest in Wasserstein Cosmos Wasserstein Globecomm Intermediate Holdings, LLC 1301 Avenue of the Americas 41st Floor

New York, NY 10019 Citizenship: Delaware Principal Business: Investment Company Direct Ownership Interest: 15.0% limited partnership interest in Wasserstein Cosmos. Lexington Co-Investment Holdings III, L.P. 660 Madison Avenue, 23rd Floor New York, NY 10065 Citizenship: Delaware Principal Business: Investment Company Direct Ownership Interest: 25.8% limited partnership interest in Wasserstein Cosmos Indirect Ownership of Wasserstein Cosmos Wasserstein & Co., LP Ownership Wasserstein & Co., LP has two partners that will have an attributable ten percent or greater ownership or a controlling interest in Wasserstein Cosmos at the time the proposed transaction is consummated – Wasserstein Investments, LLC and Wasserstein Capital, LP. Wasserstein Investments, LLC c/o Wasserstein & Co., LP 1301 Avenue of the Americas 41st Floor New York, NY 10019 Citizenship: Delaware Principal Business: Investment Company Direct Ownership Interest: General partnership interest representing 0.2% equity interest and control of Wasserstein & Co., LP. Note: The sole member of this entity is Wasserstein Holdings, LLC (described below). Wasserstein Holdings, LLC c/o Wasserstein & Co., LP 1301 Avenue of the Americas 41st Floor New York, NY 10019 Citizenship: Delaware Principal Business: Investment Company Direct Ownership Interest: Sole Member of Wasserstein Investments, LLC Note: Wasserstein Holdings, LLC is managed by its officers: Ellis B. Jones (Chairman), George L. Majoros, Jr. (Vice President and Treasurer), and Robert Mersten (Secretary) and its Board of Directors. Members of the Board are Ellis B. Jones and Pamela Wasserstein. All of these individuals are U.S. citizens. The address for all individuals is c/o Wasserstein & Co., LP, 1301 Avenue of the Americas, 41st Floor, New York, NY 10019.

Three entities have a ten percent or greater equity interest in Wasserstein Holdings, LLC – the Wasserstein Family Trust LLC, the Cranberry Dune 1998 Long-Term Trust and the Estate of Bruce Wasserstein. Wasserstein Family Trust LLC c/o Wasserstein & Co., LP 1301 Avenue of the Americas 41st Floor New York, NY 10019 Citizenship: Delaware Principal Business: Holding Company Direct Ownership Interest: 47.02% interest in Wasserstein Holdings, LLC Note: The Wasserstein Family Trust is 100 percent owned by the 2001 Wasserstein Family Trust (described below). 2001 Wasserstein Family Trust c/o Wasserstein & Co., LP 1301 Avenue of the Americas 41st Floor New York, NY 10019 Citizenship: New York Principal Business: Trust Note: The 2001 Wasserstein Family Trust is managed by Ellis B. Jones, who also is the Chairman of Wasserstein Holdings, LLC and a member of its Board of Directors. The trustees of the Trust are Pamela Wasserstein, Ben Wasserstein, Alex Wasserstein, and George L. Majoros, Jr. Each of these individuals is a U.S. citizen. The address for all these individuals is c/o Wasserstein & Co., LP, 1301 Avenue of the Americas, 41st Floor, New York, NY 10019. Beneficiaries of the Trust, all of whom are U.S. citizens, are Pamela Wasserstein, Ben Wasserstein, Alex Wasserstein and three additional members of the Wasserstein family who are under eighteen. Cranberry Dune 1998 Long-Term Trust c/o Wasserstein & Co., LP 1301 Avenue of the Americas 41st Floor New York, NY 10019 Citizenship: Delaware Principal Business: Holding Company Direct Ownership Interest: 31.99% interest in Wasserstein Holdings, LLC Note: The Cranberry Dune 1998 Long-Term Trust is managed by Ellis B. Jones, who also is the Chairman of Wasserstein Holdings, LLC and a member of its Board of Directors. The trustees of the Trust are Pamela Wasserstein, Ben Wasserstein, and George Majoros, Jr. The beneficiaries of the Trust are the same as of the 2001 Wasserstein Family Trust. Estate of Bruce Wasserstein

c/o Wasserstein & Co., LP 1301 Avenue of the Americas 41st Floor New York, NY 10019 Citizenship: New York Principal Business: Estate Direct Ownership Interest: 15.99% interest in Wasserstein Holdings, LLC Note: The Estate of Bruce Wasserstein is managed by Ellis B. Jones, who also is the Chairman of Wasserstein Holdings, LLC and a member of its Board of Directors. The executors of the Estate are Pamela Wasserstein, Ben Wasserstein, Alex Wasserstein, and Ellis B. Jones. Each of these individuals is a U.S. citizen. The address for all these individuals is c/o Wasserstein & Co., LP, 1301 Avenue of the Americas, 41st Floor, New York, NY 10019. Beneficiaries of the Estate are the same as the beneficiaries of the 2001 Wasserstein Family Trust. Wasserstein Capital, LP c/o Wasserstein & Co., LP 1301 Avenue of the Americas 41st Floor New York, NY 10019 Citizenship: Delaware Principal Business: Investment Company Direct Ownership Interest: 99.8% limited partnership interest in Wasserstein & Co., LP Note: The sole general partner of this entity is Wasserstein Investments, LLC (described above). Wasserstein Capital, LP has two limited partners that will have an attributable ten percent or greater ownership or a controlling interest in Wasserstein Cosmos at the time the proposed transaction is consummated – the Wasserstein Family Trust, LLC (which holds a 60% limited partnership interest) and the Estate of Bruce Wasserstein (which holds a 40% limited partnership interest), each of which is described above. No other partner of this entity will have an attributable ten percent or greater ownership or a controlling interest in Wasserstein Cosmos at the time the proposed transaction is consummated. Wasserstein Partners III (Reg AIV), LP Ownership Wasserstein Partners III (Reg AIV), LP (“WP III”) has two partners that will have an attributable ten percent or greater ownership or a controlling interest in Wasserstein Cosmos at the time the proposed transaction is consummated – Wasserstein Partners III (Reg AIV GP), LP (“WP III GP”) and Wasserstein Capital, LP (described above and which will hold a 99% limited partner interest in WP III). No other partner of this entity will have an attributable ten percent or greater ownership or a controlling interest in Wasserstein Cosmos at the time the proposed transaction is consummated. Wasserstein Partners III (Reg AIV GP), LP c/o Wasserstein & Co., LP 1301 Avenue of the Americas

41st Floor New York, NY 10019 Citizenship: Delaware Principal Business: Investment Company Direct Ownership Interest: General partnership interest representing 1.0% of the equity interest and control of WP III. Note: The sole general partner of this entity is Wasserstein Capital, LP (described above), which general partnership interest represents a 100% equity interest of this entity. Wasserstein Globecomm Intermediate Holdings, LLC Ownership Wasserstein Globecomm Intermediate Holdings, LLC’s sole managing member is Wasserstein Capital, LP, which is described above. Lexington Co-Investment Holdings III, L.P. Ownership Lexington Co-Investment Holdings III, L.P. has one partner that will have an attributable ten percent or greater ownership or a controlling interest in Wasserstein Cosmos at the time the proposed transaction is consummated – CIP Partners III, L.P. CIP Partners III, L.P. 660 Madison Avenue, 23rd Floor New York, NY 10065 Citizenship: Delaware Principal Business: Investment Company Direct Ownership Interest: General partnership interest representing 2% equity interest and control of Lexington Co-Investment Holdings III, L.P. Note: The sole general partner of this entity is CIP Partners GP III LLC (described below). No other partner of this entity will have an attributable ten percent or greater ownership or a controlling interest in Wasserstein Cosmos at the time the proposed transaction is consummated. CIP Partners GP III LLC 660 Madison Avenue, 23rd Floor New York, NY 10065 Citizenship: Delaware Principal Business: Investment Company Direct Ownership Interest: Sole general partnership interest and control of CIP Partners III, L.P. Note: The managing member of this entity is Lexington Partners L.P. (described below). No other member of this entity will have an attributable ten percent or greater ownership or a controlling interest in Wasserstein Cosmos at the time the proposed transaction is consummated. Lexington Partners L.P. 660 Madison Avenue, 23rd Floor New York, NY 10065

Citizenship: Delaware Principal Business: Investment Company Direct Ownership Interest: Managing member of and 100% equity interest in CIP Partners GP III LLC Note: The sole general partner of this entity is Lexington Partners Advisors GP L.L.C. (described below). No other partner of this entity will have an attributable ten percent or greater ownership or a controlling interest in Wasserstein Cosmos at the time the proposed transaction is consummated. Lexington Partners Advisors GP L.L.C. 660 Madison Avenue, 23rd Floor New York, NY 10065 Citizenship: Delaware Principal Business: Investment Company Direct Ownership Interest: Sole general partnership interest and control of Lexington Partners L.P. Note: The sole member of this entity is Lexington Partners Advisors Holdings L.P. (described below). No other member of this entity will have an attributable ten percent or greater ownership or a controlling interest in Wasserstein Cosmos at the time the proposed transaction is consummated. Lexington Partners Advisors Holdings L.P. 660 Madison Avenue, 23rd Floor New York, NY 10065 Citizenship: Delaware Principal Business: Investment Company Direct Ownership Interest: Sole member of and 100% equity interest in Lexington Partners Advisors GP L.L.C. Note: The sole general partner of this entity is Lexington Partners Advisors Holdings GP L.L.C. (described below). No other partner of this entity will have an attributable ten percent or greater ownership or a controlling interest in Wasserstein Cosmos at the time the proposed transaction is consummated. Lexington Partners Advisors Holdings GP L.L.C. 660 Madison Avenue, 23rd Floor New York, NY 10065 Citizenship: Delaware Principal Business: Investment Company Direct Ownership Interest: Sole general partnership interest and control of Lexington Partners Advisors Holdings L.P. Note: The managing member of this entity is Brent R. Nicklas (described below). No other member of this entity will have an attributable ten percent or greater ownership or a controlling interest in Wasserstein Cosmos at the time the proposed transaction is consummated.

Brent R. Nicklas 660 Madison Avenue, 23rd Floor New York, NY 10065 Citizenship: U.S. Principal Business: Individual Direct Ownership Interest: Mr. Nicklas has a 100% equity interest and control of Lexington Partners Advisors Holdings GP L.L.C. No other person or entity will have a ten percent or greater direct or indirect ownership or a controlling interest in Globecomm License Sub LLC at the time the proposed transaction is consummated.

Current Ownership 2001 Wasserstein Brent Nicklas Family Trust (U.S. Citizen) (Delaware) 100% 100% Cranberry Dune 1998 Estate of Bruce Long-Term Trust Lexington Partners Advisors Wasserstein Family Wasserstein (Delaware) Holdings GP L.L.C. Trust LLC (Delaware) (Delaware) (Delaware) 40% LP 15.99% 31.99% GP 60% LP 47.02% Lexington Partners Advisors Holdings L.P. Wasserstein (Delaware) Holdings, LLC 100% (Delaware) Lexington Partners Advisors 100% GP L.L.C. Wasserstein (Delaware) Investments, LLC Wasserstein GP (Delaware) GP Capital, LP (Delaware) Lexington Partners L.P. GP (Delaware) 99.8% LP 100% GP Wasserstein & Co., CIP Partners GP III LLC LP (Delaware) (Delaware) 100% GP Wasserstein CIP Partners III, L.P. Partners III (Reg AIV GP), LP (Delaware) (Delaware) Managing GP Member GP 99% LP Lexington Co-Investment GP Wasserstein Holdings III, L.P. Wasserstein Partners III Globecomm (Reg AIV), LP (Delaware) (Delaware) Intermediate Holdings, Wasserstein Globecomm LLC(Delaware) Co-Investment, LLC 25.8% LP (Delaware) 15.0% 19.4% LP LP Other Limited Partners1 4.4% LP Wasserstein Cosmos Co-Invest, L.P. (Delaware) 100% Cosmos Holdings Acquisition Corp. (Delaware) 100% Globecomm Systems, Inc. (Delaware) 100% Globecomm Network Globecomm Services Telaurus Communications Cachendo LLC Services Corp. Maryland LLC LLC (Delaware) (Delaware) (Delaware) (Delaware) 1. No other limited partner has a ten percent or greater interest in Wasserstein Cosmos Co-Invest, L.P.

Post-Closing Ownership 2001 Wasserstein Brent Nicklas Family Trust (U.S. Citizen) (Delaware) 100% 100% Cranberry Dune 1998 Estate of Bruce Long-Term Trust Lexington Partners Advisors Wasserstein Family Wasserstein (Delaware) Holdings GP L.L.C. Trust LLC (Delaware) (Delaware) (Delaware) 40% LP 15.99% 31.99% GP 60% LP 47.02% Lexington Partners Advisors Holdings L.P. Wasserstein (Delaware) Holdings, LLC 100% (Delaware) Lexington Partners Advisors 100% GP L.L.C. Wasserstein (Delaware) Investments, LLC Wasserstein GP (Delaware) GP Capital, LP (Delaware) Lexington Partners L.P. GP (Delaware) 99.8% LP 100% GP Wasserstein & Co., CIP Partners GP III LLC LP (Delaware) (Delaware) GP 100% Wasserstein CIP Partners III, L.P. Partners III (Reg AIV GP), LP (Delaware) (Delaware) Managing GP GP 99% LP Member Lexington Co-Investment GP Wasserstein Holdings III, L.P. Wasserstein Partners III Globecomm (Reg AIV), LP (Delaware) (Delaware) Intermediate Holdings, Wasserstein Globecomm LLC(Delaware) Co-Investment, LLC 25.8% LP (Delaware) 15.0% 19.4% LP LP Other Limited Partners1 4.4% LP Wasserstein Cosmos Co-Invest, L.P. (Delaware) 100% Cosmos Holdings Acquisition Corp. (Delaware) 100% 100% Globecomm Systems, Inc. Globecomm License Sub LLC (Delaware) (Delaware) 100% Globecomm Network Globecomm Services Telaurus Communications Cachendo LLC Services Corp. Maryland LLC LLC (Delaware) (Delaware) (Delaware) (Delaware) 1. No other limited partner has a ten percent or greater interest in Wasserstein Cosmos Co-Invest, L.P.


Document Created: 2014-04-10 13:48:57
Document Modified: 2014-04-10 13:48:57
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