Attachment Exhibits A, E, and F

This document pretains to SES-T/C-20130503-00370 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2013050300370_995264

Exhibit A; Exhibit E; Exhibit F E000725 Transfer of Control Application Page 1 of 4 May 2013 Exhibit A Description of Application; Frequency Bands; Use of Non-U.S. Licensed Satellites By this Application, SkyBitz, Inc. (“SkyBitz”), Telular Corporation (“Telular”) and ACP Tower Holdings, LLC (“ACP Tower Holdings”) request Commission consent for the transfer of control of SkyBitz from the shareholders of Telular to ACP Tower Holdings. SkyBitz holds blanket mobile earth station license E000725, which was most recently renewed on May 18, 2012 (File No. SES-RWL-20120202-00138). This license gives SkyBitz authority to operate up to 450,000 mobile earth terminals in portions of the L-band (specifically, 1626.5-1660.5 MHz, 1574.42- 1576.42 MHz, and 1525.0-1559.0 MHz) on MSAT-1, MSAT-2, MSV-1 (now called SkyTerra 1), and the ISAT satellites. This Application seeks authority only to transfer control of SkyBitz to ACP Tower Holdings. No changes are contemplated at this time to SkyBitz’s license, equipment or operations. As such, the parties incorporate by reference all previously filed technical information, including but not limited to SkyBitz’s responses to 47 CFR 25.137 (use of non-U.S. licensed satellites) and radiation hazard studies.

Exhibit A; Exhibit E; Exhibit F E000725 Transfer of Control Application Page 2 of 4 May 2013 Exhibit E The following entities will have a ten (10) percent or greater direct or indirect ownership interest in ACP Tower Holdings, LLC at the time the proposed transaction is consummated: ACP Tower Investment Holdings, LLC, a Delaware limited liability company, will hold a 100 percent direct ownership and voting interest in ACP Tower Holdings, LLC. Avista Capital Partners III, L.P. (“Avista III”), a Delaware limited partnership, will hold a 77 percent direct ownership and voting interest in ACP Tower Investment Holdings, LLC. Avista Capital Partners (Offshore) III, L.P. (“Avista Offshore III”), a Bermuda exempt limited partnership, will hold a 23 percent direct ownership and voting interest in ACP Tower Investment Holdings, LLC. Avista Capital Partners III, GP, L.P. (“Avista III GP”), a Delaware limited partnership, is the general partner of Avista III and Avista Offshore III. No limited partner of Avista III, Avista Offshore III, or Avista III GP will hold an interest of ten percent or greater (directly or indirectly) in ACP Tower Holdings, LLC. Avista Capital Managing Member, LLC (“Avista Member”), a Delaware limited liability company, is the general partner of Avista III GP. The voting members of Avista Member are: Thompson Dean, Member, U.S. Citizen Steven Webster, Member, U.S. Citizen David Burgstahler, Member, U.S. Citizen David Durkin, Member, U.S. Citizen OhSang Kwon, Member, U.S. Citizen The address for ACP Tower Investment Holdings, LLC, Avista III, Avista Offshore III, Avista III GP and Avista Member is 65 East 55th Street, 18th Floor, New York, New York 10022. No other person or entity will hold a 10 percent or greater ownership interest in ACP Tower Holdings, LLC at the time the proposed transaction is consummated. An organizational chart is attached hereto.

Post‐Closing Organization Chart Thompson Steven David David OhSang Dean Webster Burgstahler Durkin Kwon Voting Members (one vote each; however, Mssrs. Dean and Webster each has a veto) Avista Capital Managing Member, LLC GP Limited Partners* (not insulated) Insulated Limited Avista Capital Partners III, GP, L.P. Insulated Partners* Limited Partners* GP GP Avista Capital Partners Avista Capital Partners III, L.P. (Offshore) III, L.P. 77% of equity 23% of equity 77% of vote 23% of vote ACP Tower Investment Holdings, LLC ACP Tower Holdings, LLC (Transferee) ACP Tower Merger Sub, Inc.** *No limited partner will hold a Telular Corporation** 10% or greater equity interest (directly or indirectly) in SkyBitz. **To be merged at closing. SkyBitz, Inc. (Licensee) May 2013 E000725 Page 3 of 4 Exhibit A; Exhibit E; Exhibit F Transfer of Control Application DC01/3136295.1.PPTX

Exhibit A; Exhibit E; Exhibit F E000725 Transfer of Control Application Page 4 of 4 May 2013 Exhibit F Description of the Transaction and Public Interest Statement SkyBitz, Inc. is a wholly-owned subsidiary of Telular Corporation and the holder of blanket mobile earth station license E000725. The transferors are the selling shareholders of Telular Corporation. Avista Capital Partners is a private equity firm specializing in investments primarily in growth oriented energy, healthcare, communications and media, industrial and consumer companies. Under the terms of the proposed transaction, ACP Tower Merger Sub, Inc., a Delaware corporation and direct subsidiary of ACP Tower Holdings, LLC, will commence a tender offer to purchase all of the outstanding shares of Telular Corporation, a publicly-traded company. The closing of the tender offer is subject to, among other conditions, the tender of at least two-thirds of Telular’s outstanding shares of common stock. After the consummation of the tender offer, ACP Tower Merger Sub, Inc. will be merged into Telular Corporation, with Telular Corporation as the surviving company. All shares not tendered will be converted into the right to receive a per share cash payment equal in value to that received for the tendered shares. The post- consummation ownership structure is set forth in Exhibit E. The proposed transfer of control of SkyBitz, Inc. from the shareholders of Telular Corporation to ACP Tower Holdings, LLC serves the public interest because it will enhance the ability of SkyBitz, Inc. to expand its operations and improve its service offerings. Therefore, the parties respectfully request that the Commission expeditiously approve the proposed transfer of control. DC01/ 3137113.2


Document Created: 2013-05-03 16:49:10
Document Modified: 2013-05-03 16:49:10
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