Attachment Exhibit E

This document pretains to SES-T/C-20140905-00707 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2014090500707_1060283

Omnitracs -- XRS Corporation FCC Form 312 September 2014 Exhibit E Ownership This application seeks Commission consent to the transfer of control of XRS Corporation (“XRS”) from its existing shareholders to Omnitracs, LLC (“Omnitracs”). XRS is the licensee of Mobile Earth Station License E900081. Pursuant to an Agreement and Plan of Merger dated as of August 29, 2014, at closing, XRS will become a wholly-owned subsidiary of Ruxton Superior Holdings Corporation (Ruxton”), a wholly-owned subsidiary of Omitracs. Consequently, after closing, XRS will be an indirect wholly-owned subsidiary of Omnitracs. The Directors of Ruxton are Robert Smith, Martin Taylor, Christian Sowul, and Marc Teillon. The officers of Ruxton are Robert F. Smith, Chairman; John Graham, Chief Executive Officer; Christian Sowul, President; Jordan Coplan, Chief Financial Officers; and Marc Teillon, Vice President and Secretary. All of the directors and officers of Ruxton are Principals or Vice Presidents of Vista Equity Partners or senior Omnitracs executives, and all are U.S. citizens. Robert F. Smith is Vista Equity Partners’ Chairman and CEO. For more information about Vista Equity Partners, please see http://www.vistaequitypartners.com. Omnitracs is 100% owned by Omnitracs Midco, LLC (“Omnitracs Midco”). Omnitracs Midco is 100% owned by Omnitracs Holdings (“Omnitracs Holdings”). Omnitracs Holdings is 99% owned by Omnitracs Topco, LLC (“Omnitracs Topco”) 0.726% owned by VEPF IV AIV VI, L.P. (“VEPF IV”) and 0.274% owned by VEPF IV AIV VI-B, L.P. (“VEPF IV-B”). Omnitracs Topco, LLC, in turn, is 67.5% owned by VEPF IV, 25.5% owned by VEPF IV-B and 7% owned by certain Omnitracs employees and consultants. The general partner of each of VEPF IV and VEPF IV-B is Vista Equity Partners Fund IV GP, LLC (“VEPF IV GP”). The senior managing member of VEPF IV GP is VEFIIGP, LLC (“VEFIIGP”), which controls 100% of its voting interests. Robert F. Smith is the managing member of VEFIIGP and controls 100% of its voting interests. The Commission approved the acquisition of Omnitracs by Vista Equity Partners on November 5, 2013, pursuant to File No. SES-T/C-20130905-00783. Ruxton is a Delaware corporation. Omnitracs, Omnitracs Midco, Omnitracs Holdings, Omnitracs Topco, VEPF IV GP, and VEFIIGP are Delaware Limited Liability Companies. VEPF IV is a Delaware Limited Partnership. The principal business of the Vista Equity Partners family of funds is private equity investments focused on software and technology-enabled businesses. The address for each of Ruxton, Omnitracs, Omnitracs Midco, Omnitracs Holdings, Omnitracs Topco VEPF IV, VEPF IV GP, VEFIIGP, and Robert F. Smith is c/o Vista Equity Partners, 150 California Street, 19th Floor, San Francisco, CA 94111. A chart showing the proposed, post-consummation ownership structure of XRS is attached. DC: 5447647-2

Omnitracs, LLC - XRS Corporation FCC Form 312 Exhibit E Page 2 Omnitracs/XRS Post-Closing Structure Chart VEFIIGP, LLC VEFIIGP, LLC Senior Managing Member Vista Equity Partners Fund IV GP, LLC Vista Equity Partners Fund IV GP, LLC General Partner VEPF IV AIV VI-B, L.P. Omnitracs Employees VEPF IV AIV VI, L.P. 25.5% 7% 67.5% .274% Omnitracs Topco, LLC .726% 99.0% Omnitracs Holdco, LLC 100% Omnitracs Midco, LLC 100% Omnitracs, LLC Ruxton Superior Holdings Corporation XRS Corporation


Document Created: 2014-09-05 13:26:44
Document Modified: 2014-09-05 13:26:44
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