NOTICE OF FILING OF REPORT OF STANLEY W. MASTIL, CFF, …omnimgt.com/cmsvol2/pub_47156/647775_638.pdf · united states bankruptcy court for the district of delaware chapter 11 case

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Chapter 11

Case No. 16-12685 (KJC)

Related to D.I. 633

NOTICE OF FILING OF REPORT OF STANLEY W. MASTIL, CFF, CPA IN CONNECTION WITH NOVEMBER 28, 2017 HEARING TO CONFIRM THE

FOURTH AMENDED PLAN OF REORGANIZATION OF LIMITLESS MOBILE, LLC

PLEASE TAKE NOTICE that on November 22, 2017, the above-captioned debtor (the

"Debtor") filed the Fourth Amended Plan of Reorganization of Limitless Mobile, LLC [D.I. 633]

(the "Fourth Amended Plan").

PLEASE TAKE FURTHER NOTICE that a hearing to confirm the Fourth Amended

Plan shall be held on November 28, 2017 at 10:00 a.m. (EST), before the Honorable Kevin J.

Carey, United States Bankruptcy Court for the District of Delaware, at 824 Market Street, 5 th

Floor, Courtroom #5, Wilmington, DE 19801 (the "Confirmation Hearing").

PLEASE TAKE FURTHER NOTICE that the official committee of unsecured

creditors (the "Committee") hereby files the report of Stanley W. Mastil, CFF, CPA (attached

hereto as Exhibit A), prepared at the request of the Committee for use at the Confirmation

Hearing.

In re:

LIMITLESS MOBILE, LLC,

Debtor.

670962.1 11/27/2017

Case 16-12685-KJC Doc 638 Filed 11/27/17 Page 1 of 2

Dated: November 27, 2017

SAU WING RNSTEIN & LEHR LLP

Lucian B. Murley (D Bar No. 4892)

1201 North Market Street, Suite 2300

P.O. Box 1266

Wilmington, DE 19899

(302) 421-6898

(302) 421-5873 (Fax)

[email protected]

-and-

Sharon L. Levine

Melissa A. Martinez

One Riverfront Plaza

1037 Raymond Blvd., Suite 1520

Newark, NJ 07102-5426

(973) 286-6713 (973) 286-6821 (Fax)

[email protected]

[email protected]

Counsel to the Official Committee of Unsecured

Creditors of Limitless Mobile, LLC

2 670962.1 11/27/2017

Case 16-12685-KJC Doc 638 Filed 11/27/17 Page 2 of 2

Exhibit A

Expert Report

Case 16-12685-KJC Doc 638-1 Filed 11/27/17 Page 1 of 78

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: LIMITLESS MOBILE, LLC, Debtor.

) ) ) ) )

Chapter 11 Case No. 16-12685 (KJC)

CONFIDENTIAL EXPERT REPORT OF: Stanley W. Mastil, CFF, CPA DATED: November 26, 2017 ______________________________________________________________ GAVIN/SOLMONESE LLC


GAVIN/SOLMONESE

1 | P a g e Confidential

TABLE OF CONTENTS

Part I

Introduction…………………………………………………………………………… 03

Executive Summary…………………………………………………………………… 04

Part II

Background…………………………………………………………………………… 04

Part III

Valuation Theories & Calculations…………………………………………………… 07

Replacement Cost of Collateral……………………………………………….. 08

Resale Value of Collateral ……………………………………………………. 10

Value of Future Revenues Produced by Collateral …………………………… 12

Part IV

Conclusion……………………..……………………………………………………… 16


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EXHIBITS

Appendix A: C.V. of Stanley W. Mastil, CFF, CPA

Appendix B: Documents Considered

Appendix C: The Exhibits

• C-1: Analysis of Equipment Values

o C-1(a): Original Purchase Cost of Equipment

o C-1(b): Current Market Value of Existing Equipment

o C-1(c): Replacement Cost of Existing Equipment

o C-1(d): Ericsson Software Licensing Agreement

• C-2: Post-Confirmation Debtor’s Financial Projections

o C-2(a): Discounted Cash Flow Calculations


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PART I

INTRODUCTION

1. I, and others under my direct supervision (and, therefore, “we”) have prepared this report

at the request of Saul Ewing Arnstein & Lehr LLP (“Counsel”), on behalf of its client, the

Official Committee of Unsecured Creditors in the above-stated case, for use in a hearing

on the Limitless Mobile Debtor’s motion to confirm a Plan of Reorganization (“the Plan

Confirmation Hearing”). It is our understanding that the Rural Utility Service, a creditor

in this case, seeks allowance of its secured claim (the “RUS Secured Claim”) and the

Debtor and Committee seek to have the Court determine the value of the collateral

securing the RUS Secured Claim for purposes of confirmation of the Plan of

Reorganization.

2. I am a Senior Director in the corporate recovery and restructuring practice of

Gavin/Solmonese (“G/S”), which provides a range of financial advisory and consulting

services. My practice resides in Wilmington, Delaware. G/S also has an office located in

New York, New York that provides forensic accounting, fraud detection and valuation

services. In addition, G/S has a management consulting practice that focuses on public

affairs and strategic planning. I have attached a copy of my C.V. in Appendix A to this

report.

3. G/S is being compensated at an hourly rate for the time recorded in this matter. The

portion of my time dedicated to analysis, research, report preparation services and

testimony is $475 per hour. The billable rate of professional staff working under my

supervision ranges from $225 to $650 per hour. My compensation is unrelated to the

outcome of this matter, and we are independent of the parties involved in this dispute. In

formulating the opinions and conclusions contained in this report, we have reviewed and

considered the documents that are listed in Appendix B. Financial information and

projections provided were accepted without further verification. The opinions and the

related assumptions to the conclusions contained in this report are subject to revisions if

additional information relevant to my analyses and opinions becomes available to me.


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EXECUTIVE SUMMARY

Quantifying the present market value of the collateral securing the RUS Secured Claim

consisted of three calculations. The intention behind a multiple approach is to obtain supporting

evidence from alternative considerations. Each of the valuation theories is documented herein. A

summary of the valuation calculations is noted below:

o Calculation 1 – Replacement Cost Value: $1,716,384

o Calculation 2 – Resale Value of Collateral: $76,228

o Calculation 3 – Value of Future Revenues Produced by Collateral: $110,000 -

$490,000 1

PART II

BACKGROUND 2

A. Overview

The Debtor is a telecommunications business based in Harrisburg, Pennsylvania. The

Debtor owns its premises in Harrisburg, where it has constructed a modern mobile core network

and a Network Operating Center (“NOC”) capable of supporting voice, messaging and data across

2G, 3G and 4G/LTE technologies that has a number of key components which make it a fully

functional alternative to the major Mobile Network Operators (“MNOs”). The equipment for the

mobile core network was provided by Ericsson, purchased in part with RUS Award funds, and

was fully operational for just over a year as of the filing of the Debtor’s bankruptcy case. The

mobile core network is integrated into those of several critical partners who provide services

including call backhaul, billing and traffic management.

1 Amount represents the range of present values of the discounted cash flow generated by use of the collateral by the Debtor through the five years of post-confirmation operations projected in the Debtor’s Fourth Amended Plan of Reorganization, considering a variety of discount rates or risk premiums. 2 Disclosure Statement With Respect To Second Amended Plan of Reorganization, dated October 11, 2017 – unless otherwise noted.


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The Debtor also owns its own radio access network (“RAN”) equipment, also purchased,

in part, with RUS Award funds, which is installed on towers and rooftop locations (“Towers”).

The terms of the Debtor’s agreements with the owners of the Towers (the “Tower Agreements”)

vary from five to ten years in length. The locations were selected to provide optimal coverage:

maximizing geographical range from an efficient arrangement of Towers.

B. Description of Debtor’s Operations

A full description of the Debtor’s operations can be found in the Debtor’s Disclosure

Statement with Respect to the Second Amended Plan of Reorganization dated October 11, 2017.

So as not to burden the Court with an unnecessary recitation of those points, we have focused

only on the aspects of the Debtor’s operations directly relevant to the issues pertaining to the

controversy for which this Report was requested.

The Debtor expects that the majority of its revenue growth will be generated from its

wholesale business, which supplies wholesale customers with infrastructure, solutions and services

nationwide enabled through a combination of the Debtor’s license and infrastructure assets with

appropriate commercial contracts with national and regional U.S. carriers / MNOs.

C. The Debtor’s Capital Structure

On or about September 24, 2010, the Debtor’s predecessor-in-interest, Keystone Wireless,

LLC, entered into the RUS Agreement with RUS (the “RUS Award”). The RUS Award provided

for a term loan (the “RUS Loan”) in the original principal amount of $11,096,780, purportedly

secured by first priority liens on and security interests in substantially all of the Debtor’s personal

property, including accounts, inventory, other tangible property, and general intangibles acquired

with RUS Award proceeds, and the proceeds of the foregoing whether or not acquired with RUS

Award funds (collectively, the “Collateral”). As of the Petition Date, the Debtor is obligated under

the RUS Loan in the approximate aggregate amount of $9,219,000. The Debtor and the Committee

do not believe that the RUS security interest extends to the proceeds of the sale of wireless

spectrum licenses (the “Spectrum Proceeds”) because, among other arguments, the

Communications Act of 1934, as amended, and the rules and regulations of the Federal

Communications Commission do not permit the granting of security interests in FCC licenses, the

RUS never had a security interest in the Spectrum Proceeds under applicable state law, and section


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552(b) of the Bankruptcy Code operates to prevent RUS’s prepetition lien on proceeds of assets

on which RUS did not also have a prepetition lien, including the proceeds from the sale of eight

of the Debtor’s FCC licenses.

D. Significant Post-Petition and Restructuring Events

The Debtor no longer needed most of its Towers, on which it had installed its equipment,

which equipment was purchased in part with RUS Award funds. On January 6, 2017, the Debtor

filed its Omnibus Motion for Entry of an Order Authorizing (A) The Rejection of Certain Tower

Leases, and Any Amendments Thereto, and (B) the Abandonment of Certain Equipment [D.I.

116]. This motion sought rejection of the subject Tower Agreements effective as of January 8,

2017, and abandonment of any equipment installed thereon to the extent it was not economical for

the equipment to be removed and sold. The Committee objected to the relief requested in this

motion [D.I. 129], arguing that the rejection date and date of abandonment of the equipment should

be coterminous, suggesting a date of January 31, 2017. Other objections raising similar issues

were also filed [D.I. 145, 152, 153, 154]. In order to resolve these objections, the Debtor agreed

that the date of rejection and abandonment would be January 30, 2017. On January 30, 2017, the

Court granted the Motion to Reject with the agreed modifications [D.I. 174].

1. Sale of Excess Equipment to Telecyling LLC

The reduction in the Debtor’s retail operations left it with certain excess equipment that

was no longer needed for ongoing operations, but which the Debtor was incurring costs to store.

The Debtor sought bids for the equipment and obtained one bid from Telecycling LLC in the

amount of $73,400. On January 20, 2017, the Debtor filed its Motion for Authority to Sell Certain

Equipment Free and Clear of Liens, Claims and Encumbrances Pursuant to 11 U.S.C. § 363 [D.I.

147], which sought to approve the sale of the equipment to Telecycling under 11 U.S.C. § 363(b)

and (f), subject to higher and better offers. A second party made a higher bid for the assets;

however, Telecyling increased its bid and the second party declined to submit further bids. On

February 28, 2017, the Court entered an order approving the sale of the excess equipment to

Telecyling for $90,700 [D.I. 239]. The Debtor continues to hold the sale proceeds for distribution


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pursuant to the Plan. The equipment sold to Telecycling had originally been purchased at a cost

of $1,368,1263.

The purpose of this report is to provide an opinion of value of the remaining RUS Collateral.

PART - III

VALUATION THEORIES & CALCULATIONS

Summary of Multiple Theories & Calculations:

In the following section, we present three calculations reflecting alternative views in

quantifying the value associated with the collateral securing the RUS Secured Claim. A brief

overview of each of these calculations is outlined below.

a. Calculation 1 – Replacement Cost of the Equipment: One indicia of value is

the Replacement cost value, which considers the amount required to replace the

existing assets being valued. In other words, if one is to acquire the same

equipment, all costs required to do so will form part of the value of that

equipment. This is also called Substantial Value. This can be calculated by

gathering pricing information for the acquisition of the same equipment presently

owned by the Debtor in either primary (new) or secondary (resale) markets.

b. Calculation 2 – Resale Value of the Collateral: The second calculation is

similar to that of the first calculation, except that we consider what a willing

buyer will pay the Debtor for the exact equipment that comprises the collateral,

as-is, where-is. This process involves market research or a marketing process to

determine third-party indications of value of the Debtor’s exact equipment

comprising the collateral or for similar equipment.

3Email from Chuck Huffman to Amir Rajwany on November 26, 2017 providing estimated cost of equipment purchased by Telecyling, LLC (P.O. No. 3000292 dated 1/10/2017)


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c. Calculation 3 – Value of Future Revenues Produced by Collateral: This

scenario presumes that the language in the agreement between the Debtor and

RUS provides that the RUS lien extends to the future revenues generated through

use of the collateral acquired with the proceeds of the RUS loan. To calculate this,

we used the financial forecasts in the Debtor’s Plan and Disclosure Statement and

reduced the future years’ cash flows to a present value using a Discounted Cash

Flow Analysis found in Exhibit C-2(a).

A. Replacement Cost of the Equipment:

The hard assets comprising RUS Collateral are comprised of two distinct groups of

equipment – the network Core equipment and the radio access network equipment.

a. Ericsson Network Core Equipment (“Core”): The Core is the network switch

equipment used by the Debtor as a cellular telephony services provider. It

includes components such as Policy Control and Charging Functions, Deep

Packet Inspection Systems, and IP Multimedia Subsystems. It was purchased

new from Ericsson in late 2014. The Core is configured for 2G/3G/4G access.

The original purchase price of the Core equipment was $13,907,882.

Software costing $1,372,648 was installed on the Core with $2,556,582 in

costs incurred to place the equipment into service. The total book value cost

of the equipment was $17,847,1124

b. Tower RAN Equipment: The RAN units were purchased from Ericsson in

2015. There are 36 remaining units on 13 towers in Lycoming and Clinton

Counties. The original purchase price allocated to these units was $1,000,831.

The equipment comprising the Core, as it is presently configured, is no longer available

to purchase in the Debtor’s exact configuration, as the technology and customer demand have

4Email from Steve Downes to Stanley Mastil on November 25, 2017 detailing book value breakdown of Core equipment


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surpassed the Debtor’s capacity and use. For example, while the Debtor uses the equipment for

2G, 3G and 4G access, which is suitable for the Debtor’s projected go-forward use of the

equipment, new equipment of the type used in the Debtor’s Core is optimized for 5G and LTE

access, which serves a wider array of consumer-facing services than the Debtor will be

providing.

In short, the equipment owned by the Debtor is nearly at the end of its useful life and is

soon to be obsolete, rendering a Replacement Cost analysis challenging, as new equipment to

replace the RUS collateral cannot be readily purchased. To this point, the Debtor reports that the

equipment is to receive a software update from the manufacturer on November 27, 2017 and has

been advised that this is the final software update to be provided for this model and series of

equipment from the manufacturer, as the manufacturer has ceased support for these hardware and

software systems. As the equipment is considered end-of-life by the manufacturer and will soon

be unsupported, the equipment cannot be purchased new at this time. We have, however,

undertaken efforts to locate the equipment comprising the RUS collateral on the secondary

market and can provide an opinion as to the replacement cost of a significant portion of the

collateral.

One challenge to assessing the replacement cost of the equipment is that not all items

comprising the collateral are presently available for purchase on the resale market. For example,

of the 282 items comprising the debtor’s assets which are the collateral (many of which are

duplicate components of duplicate systems), 166 line items were found for purchase and 116

were not found for purchase. These unavailable items, usually smaller or older components, may

be obsolete, out of production or already included in other items which are identifiable.

Nevertheless, we identified the majority of the equipment available on the resale market for

amounts totaling $358,276.60. For purposes of conservatism, we add an equal amount to

estimate the value of the equipment not presently found on the resale market, for a total

replacement cost for the Core equipment of $715,553. The complete list of all line items and

their available purchase cost is available in Exhibit C-1(c).


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Turning to the replacement cost of the Radio Area Network equipment, this equipment

was originally purchased for $1,000,831. Market trends toward decreased prices of equipment

will lead to a lower price point at present – however, for purposes of conservatism, we keep the

original purchase price as the present replacement cost of that equipment. Because of the lack of

complete information with which to formulate this value, we necessarily give this valuation

result less weight than the other valuation methodologies employed herein, which are supported

using independent documentation (such as the resale value calculation below) or the Income

valuation (which appears in section C herein).

The Replacement Cost value of the collateral is $1,716,384 and can be summarized as:

Equipment Original Price Current Replacement Cost

Core Equipment $17,847,112 $715,553 (estimated)

RAN Equipment $1,000,831 $1,000,831 (estimated)

Total $18,847,943 $1,716,384

B. Resale Value of the Collateral:

To calculate the resale value of the collateral, we consulted parties actively purchasing

used equipment of the type owned by the Debtor. This population includes Telecycling, the party

already familiar with the Debtor’s assets from their previous purchase of equipment no longer

used by the Debtor. Telecycling previously provided an offer to purchase the Debtor’s Core

equipment, which offer was provided to the Debtor on December 27, 2016, in the amount of

$76,228 (the “Telecycling Offer”)5. The Debtor received only a single other offer for the Core

equipment, from Unicom, for a far lower amount.6

5 Email from Marcus Krejci of Telecycling to Amir Rajwany of Limitless Mobile. December 27, 2016. See Exhibit C-1. 6 Email from Chuck Huffman to Paul Snyder and Amir Rajwany conveying Unicom offer. September 26, 2017. See Exhibit C-1.


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In addition, in conjunction with the Debtor’s efforts to market and sell its spectrum

licenses, the Debtor’s investment banker also marketed the Core equipment. Despite the same

fulsome marketing process, overseen by the Official Committee of Unsecured Creditors and

which led to the successful sale process for the Debtor’s spectrum assets, the Debtor received no

offers for the Core equipment.

Further complicating efforts to market and sell the Core equipment, the Ericsson

Software Licensing Agreement related to the software included as part of the Core Equipment

limits the ability of the Debtor to resell the Core equipment7. Any sale of the equipment will

require the buyer to obtain written consent from Ericsson to use the software on the equipment.

This consent provision in the Licensing Agreement severely limits the marketability of the

equipment on the secondary market.

In an attempt to confirm the significant decline in value of this equipment between the

new and used equipment markets, we searched for resale units of Core equipment to determine

the price differential. Considering one component of the Core equipment, a HP Blade System

c7000 Enclosure (a chassis and backbone for a network switch, into which are inserted cards that

provide network connections and other functionality), part number 681844-B21, the unit can

presently be purchased new for $7,495.94 from Rackfinity.com 8. That same unit can be

purchased used on Ebay for $1,668.00 9.

Given that the Debtor received only a single offer for the Core equipment, despite a

fulsome marketing process with the goal of selling the equipment, and after finding no additional

parties with any interest in purchasing the Core equipment, and after confirming reasonableness

of the Telecycling Offer compared to the used equipment market, we find the Telecycling Offer

to be an accurate best-case representation of the resale value of the collateral.

7 Exhibit C-1(d). Erisccon’s General Conditions For Software Licensing 8 Web link: https://www.rackfinity.com/hpe-blc7000-platinum-encl-1ph-6ps-10fans-16-x-oneview-lic/?_vsrefdom=adwords&gclid=EAIaIQobChMItISRyMjc1wIVXbbACh1RIgraEAQYASABEgLbhfD_BwE 9 Web Link: https://www.ebay.com/itm/681844-B21-HP-Proliant-C7000-G3-Chassis-For-G1-G6-G7-G8-G9-Blade/282621107265?hash=item41cd87dc41:g:Zr4AAOSwSQFZ57KB


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We must then consider the value of the tower (RAN) equipment separate and apart from

the Core equipment. On December 21, 2016, the Debtor received a quote from a third party to

purchase all of the RAN Equipment at a price of $575.00 per unit10. The Debtor estimated that

the cost to remove each unit would exceed $5,000.00 per unit. To confirm this, we found that

two of the Debtor’s tower lessor creditors also estimated the cost to remove the RAN equipment

from their towers from $6,500.0011 to $15,00012 per unit in their filed proof of claims.

With respect to the RAN equipment, we find that the equipment has no resale value

beyond the cost to remove the equipment. The Debtor previously marketed this equipment and

received no offers. In addition, the present RAN equipment is substantially similar to the

equipment that was abandoned by the Debtor, with Court approval [D.I. 174] and without

objection from the RUS. Accordingly, if the same equipment was found to have no value to the

estate as a result of the litigation of the abandonment motion, it could hardly be found to have

value here.

We have determined that the resale market value of the Core and RAN equipment

collateral is $76,228.

C. Value of Future Revenues Produced by Collateral:

The language in the RUS agreement provides that the RUS will have a security interest in

“accounts” and “accounts receivable.” Using the most generous interpretation of this language,

we find it reasonable that the Court would determine that the RUS has a security interest in the

cash flow generated through the operation of the Debtor’s business while using equipment

procured using RUS funds. This would include the Core equipment, which is the RUS’

collateral. Therefore, we determine the value of the future cash flows produced by that collateral.

The Income Approach was used to determine the fair value of the assets. This approach

involves discounting free cash flows available to equity shareholders and debt lenders (free cash

10 See Exhibit C-2, PO No. 3000284 for offer to purchase all RAN equipment 11 Proof of Claim number 76 filed by Crown Castle 12 Proof of Claim number 70 filed by SBA Towers


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flow before financing or “FCFBF”). The cash flow is projected over a discrete period by

management, typically for a period of three to five years.

FCFBF is a future value that must be discounted to the date of the valuation (i.e., the present

value). The concept of discounting cash flows reflects that future value is not certain and therefore

must be risk adjusted using a discount rate. The discount rate should reflect the risk of the

corresponding cash flows and is represented by a composite cost to the firm of raising both debt

and equity financing, in proportion to their use. The industry standard approach for discounting

cash flows is the weighted average cost of capital (“WACC”) and is represented by the following

formula:

WACC = ( )( ) ( )( )Trwkw L -×+- 11 (1)

where,

w = ratio of the market value of a firm’s debt to the market value of its debt and equity

Lk = levered cost of equity capital r = firm’s cost of debt capital

T = firm’s effective tax rate

The cost of equity (“CoE”) discounts the Free Cash Flow available to equity investors of

the subject firm. Equity is riskier than debt as claims to equity are subordinated to debt lenders

and, therefore the CoE should be higher than a firm’s cost of debt. The Capital Asset Pricing

Model was used to estimate the CoE as follows:

Lk = ( ) ab +++ srr mpLf (2)

where,

Lk = firm-specific leveraged cost of equity

fr = risk-free rate of return


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Lb = firm-specific, levered beta

mpr = market risk premium

s = size premium

a = non-systemic risk

The levered beta can be derived by regressing the returns of the subject company’s stock

against benchmark, market returns. When valuing a privately held company or a company that

has illiquid stock, it is common to assume an unlevered beta and then to “re-lever” the beta to

reflect the after-tax debt leverage of the subject firm. The assumed unlevered beta should reflect

a composite unlevered beta of comparable companies. The formula to re-lever the unlevered

beta is:

Lb = ( ) ÷÷ø

öççè

æ÷øö

çèæ-

-+wwTU 1

11b (3)

where,

Lb = firm-specific, levered beta

Ub = the firm-specific, unlevered beta

T = firm’s effective tax rate

w = ratio of the market value of a firm’s debt to the market value of its debt and equity

The cost of debt (“CoD”) reflects the cost to the firm of raising debt capital at a given time.

The subject company’s existing debt structure reflects a composite of borrowing rates historically,

but is not necessarily indicative of the company’s current or future CoD. In general, the CoD

should reflect the existing risk-free rate plus a default risk premium specific to the subject

company. The CoD used in the WACC is adjusted by the subject company’s effective tax rate

which accounts for value derived from the tax-saving effects of interest expense.

The WACC weights the CoE and CoD proportionate to the market value of the subject

firm’s debt and equity. For a private company, one can estimate its existing capital structure using


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comparable companies. Unless the evidence supports otherwise, the subject company’s long-term

capital structure should reflect that of the industry average.

We analyzed the Debtor’s go-forward business plan for the three years post-emergence

from bankruptcy. We selected three years as the relevant period because we are informed by the

Debtor that three additional years of operation represents the expected usable life of the Core

equipment, after which the Debtor will have to decommission and replace that equipment. If the

RUS’s lien continues to attach to that equipment at the time of replacement, the Debtor can offer

to return that equipment to RUS at the time of decommissioning in satisfaction of the RUS’s lien.

Until such time as the equipment is decommissioned, we presume that the RUS’s lien would also

attach to the revenues or accounts receivable generated by that equipment, which we assess as all

of the post-confirmation Debtor’s revenues for that three-year period.

Based on the Debtor’s business and business plan and after consulting regularly used

industry sources, we selected a WACC of 11.2%. The assumptions and rationale behind that

calculation can be found in Exhibit C-2(d).

Utilizing the three-year usable life of the collateral to define the terminal range of

the cash flow to be discounted, and the appropriate a range around the mid-point WACC

of 11.2%, we determined that the present value of the free cash flows to be generated over

the remaining useful life of the equipment ranges from $110,000 to $490,000.


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PART - IV

CONCLUSIONS

This report outlines the value of the collateral securing the RUS Secured Claim and,

therefore, the amount of the RUS Secured Claim for purposes of treatment under the Plan of

Reorganization presently before the Court.

We examined several possible indications of value, including the cost to purchase

replacement equipment to that which is presently collateral of the RUS claim; the resale value on

the open market for that exact equipment, and the future cash flows to be generated by that

equipment during the remainder of the equipment’s useful life. In each of these cases, we

attempted to find the greatest reasonable value for the equipment given the current circumstances

and business plan of the Debtor. We did not take into account the potential for future changing

market conditions or technological progress that might affect the revenue-generating capabilities,

either positively or negatively.

[REMAINDER OF PAGE LEFT BLANK]



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APPENDIX [A]

C.V. of Stanley W. Mastil, CFF, CPA

Overview: Stanley Mastil is a Senior Director at Gavin/Solmonese with over 20 years of experience working with distressed companies and bankruptcy professionals.

Mr. Mastil has significant experience in bankruptcy matters with respect to Chapter 11 reorganizations and Chapters 11 and 7 liquidations and has represented Unsecured Creditors Committees, Chapters 11 and 7 Trustees, Debtors (pre and post filing), Liquidating Trustees, and Court Appointed Examiners. He has a broad range of industry experience, having served clients in various industries, including but not limited to banking, casinos and gambling related, minerals, construction, entertainment venues, food and beverage, health care, retail, and manufacturing. He has also testified in the U.S. Bankruptcy Court in the District of Delaware, the District of New Jersey and the Eastern District of Pennsylvania.

Mr. Mastil has significant experience in litigation matters requiring forensic accounting services and fraud investigation. His forensic accounting and fraud investigations include, but are not limited to, criminal fraud investigations, money laundering activities, bank and wire fraud, class action suits, and the reconstruction of financial records.

Prior to joining Gavin/Solmonese, Mr. Mastil was the Senior Manager of the Bankruptcy and Restructuring Services Group for Fesnak & Associates LLP, a Blue Bell, Pennsylvania CPA Firm and a Principal at the Consulting Firm acquired by Fesnak & Associates LLP. Mr. Mastil also was a Principal at Miller Coffey Tate, a Philadelphia, PA Consulting and CPA Firm and a Staff Accountant for ACTS Retirement Services, a Not-for-profit company in West Point, PA. Mr. Mastil received a Bachelor of Science in Finance with a concentration in Accounting from the Pennsylvania State University. He is a Certified Public Accountant in Pennsylvania and is Certified in Financial Forensics.

Certifications • Certified Public Accountant, Pennsylvania

• Certified in Financial Forensics, American Institute of Certified Public Accountants

Professional activities • American Institute of Certified Public Accountants and Member, Business

Valuation/Forensic and Litigation Services section

• Member, American Bankruptcy Institute

• Turnaround Management Association


GAVIN/SOLMONESE


Litigation Background:

Adams Resources Exploration Corporation., United States Bankruptcy Court for the District of Delaware, Case # 17-10866 (KG) Boomerang Systems., United States Bankruptcy Court for the District of Delaware, Case # 15-11729 (MJW) Compressus, Inc., United States Bankruptcy Court for the District of Delaware, Case # 15-11729 (KJC) Revel AC, Inc. et al., United States Bankruptcy Court for the District of New Jersey, Case # 14-22654 (MBK) Drexel Industries, LLC v. Custom Tool, United States Bankruptcy Court for the Eastern District of Pennsylvania, Case # 03-16444 (SLR) S.E. Manno & Associates, Inc. v. Fox Chase Bank, United States Bankruptcy Court for the Eastern District of Pennsylvania, Case # 05-30582 (BIF) Coram Resource Network, Inc., United States Bankruptcy Court for the District of Delaware, Case # 99-2889 (MJW) AmerKing, Inc. et al., United States Bankruptcy Court for the District of Delaware, Case # 02-13515 (KJC)


GAVIN/SOLMONESE


APPENDIX [B]

Documents Considered

1. Fourth Amended Plan of Reorganization of Limitless Mobile, LLC. November 22, 2017

2. Disclose Statement With Respect to Second Amended Plan of Reorganization. October

11, 2017

3. Mediation Statement of the Official Committee of Unsecured Creditors. October 16,

2017

4. Email from Marcus Krejci to Amir Rajwany on December 27, 2016 conveying purchase

offer for all Core equipment for the sum of $76,228.00. Included herein as Exhibit C-

1(a).

5. Email from Chuck Huffman to Paul Snyder and Amir Rajwany conveying Unicom offer.

Included herein as Exhibit C-1(b)

6. Web link: https://www.rackfinity.com/hpe-blc7000-platinum-encl-1ph-6ps-10fans-16-x-

oneviewlic/?_vsrefdom=adwords&gclid=EAIaIQobChMItISRyMjc1wIVXbbACh1RIgra

EAQYASABEgLbhfD_BwE 7. Web Link: https://www.ebay.com/itm/681844-B21-HP-Proliant-C7000-G3-Chassis-For-G1-G6-

G7-G8-G9-Blade/282621107265?hash=item41cd87dc41:g:Zr4AAOSwSQFZ57KB

8. Official Form 410 filed March 3, 2017 by Crown Castle MU LLC

9. Official Form 410 filed March 3, 2017 by SBA Towers III LLC

10. Duff & Phelps 2017 Valuation Handbook

11. Email from Chuck Huffman to Amir Rajwany on November 26, 2017 providing

estimated cost of equipment purchased by Telecyling, LLC (P.O. No. 3000292 dated

1/10/2017)

12. Email from Steve Downes to Stanley Mastil on November 25, 2017 detailing book value

breakdown of Core equipment


GAVIN/SOLMONESE


APPENDIX [C]

THE EXHIBITS

• C-1: Analysis of Equipment Values

o (b)(i) Telecycling Offer, dated December 27, 2016

o (b)(ii) Unicom Offer, dated September 26, 2017

o (b)(iii) Telecycling PO 3000284, dated December 21, 2016

o (c) Replacement Cost of Existing Equipment

o (d) Ericsson Software Licensing Agreement

• C-2: Post-Confirmation Debtor’s Financial Projections

o C-2(a): Discounted Cash Flow Calculations

o C-2(b): Free Cash Flow Assumptions

o C-2(c): Debtor Post-Emergence Net Operating Loss Tax Treatment

Analysis

o C-2(d): Weighted Average Cost of Capital Calculations

o C-2(e): Beta (Risk Premium) Calculation

o C-2(f): Market Risk Premium Calculation

o C-2(g): Size Risk Premium Calculation

o C-2(h): Table of Sources for Discounted Cash Flow Calculations


APPENDIX [C]

THE EXHIBITS

EXHIBIT C-1(b)(i)


1

Stanley Mastil

From: Amir RajwanySent: Friday, November 17, 2017 11:20 AMTo: Jeremy Brett; Stanley Mastil; Steve DownesSubject: FW: Purchase Order 3000287 from Telecycling, LLCAttachments: PO_3000287_from_Telecycling_LLC_298780.pdf; Ericsson Equipment List - v2.xlsx

Here you go on the bid for the Core……as we were chatting.

Amir Rajwany Group COO Limitless Mobile LLC +1 (210) 259-3732

From: Marcus Krejci <[email protected]> Date: Tuesday, December 27, 2016 at 5:58 PM To: Amir Rajwany <[email protected]> Subject: Fwd: Purchase Order 3000287 from Telecycling, LLC Amir, As promised here is the amount we can offer for your switch. Everything in this excel spreadsheet would need to be included in this offer on our PO. Thank very much and I look forward to hearing from you mk

Marcus Krejci Telecycling LLC 3130 Engineering Parkway Alpharetta, GA 30004 404-812-1739 tel 404-812-1741 fax 404-368-1840 cell [email protected] ISO 9001: 2008 Certified

Begin forwarded message:

From: <[email protected]>

Subject: Purchase Order 3000287 from Telecycling, LLC

Date: December 27, 2016 3:53:28 PM EST


2

To: <[email protected]> Dear Vendor: Please review the attached Purchase Order. Feel free to contact us if you have any questions. Thank you for your service. Sincerely, Telecycling, LLC 404‐812‐1739 www.telecycling.net


Purchase OrderDate

12/27/2016

P.O. No.

3000287

Vendor

Limitless Mobile

Ship To

Telecycling, LLCAlan Burgess3130 Engineering ParkwayAlpharetta, GA 30004

Telecycling, LLC

3130 Engineering Pkwy.Alpharetta, GA 30004

Buyer Terms

Net 30

Ship ViaPhone

Total"By accepting this purchase order the supplier agrees to acceptOEM opriginal serial numbers instead of 3rd party or internal

serial numbers for RMA purposes."

Item Description Qty Rate Amount

Scope of Work Entire Switch Room to Include everything in attachedspreadsheet.

1 76,228.00 76,228.00

$76,228.00


3G,4G,IMS Core

EPG SSR (SGW) Row/Rack Part # Qty Cost Per Item Total Cost

SSR SSC1-V2 RR3F15 ROA128573/3 5

SWITCH CARD SSR RR3F15 ROA1284189/1 4

40X1 GBIT ETH SSR RR3F15 ROA1284191/1 2

SWITCH ALARM CARD SSR RR3F15 ROA1284188/1 2

SWITCH PROCESSOR SSR RR3F15 ROA1284190/1 2

SSR 01 Row/Rack Part # Qty Cost Per Item Total Cost


4X10 GE/2X10 GE + 20X1 GE RR3F13 ROA1285017/1 2

SWITCH ALRAM CARD SSR RR3F13 ROA1284188/1 2

SWITCH PROCESSOR - 64 RR3F13 ROA1284190/2 2



4X10 GE/2X10 GE + 20X1 GE RR3F14 ROA1285017/1 2

SWITCH ALRAM CARD SSR RR3F14 ROA1284188/1 2

SWITCH PROCESSOR - 64 RR3F14 ROA1284190/2 2

SGSN-MME Row/Rack Part # Qty Cost Per Item Total Cost

SCXB2 RR3R10 ROJ208386/2 2

CMXB3 EGEM2 RR3R10 ROJ208392/11 2

GEP3-24GB RR3R10 ROJ208821/3 6

GEP3-SSD RR3R10 ROJ208842/3 2

R3A RR3R10 KDU137557/5 2

OSS-RC (Network Management for WCDMA/LTE Access and CorRow/Rack Part # Qty Cost Per Item Total Cost

HP BLADE SYSTEM c7000 ENCLOSURE RR1F6 681844-B21 1

HP PROLIANT RR1F6 BL460c Gen8 9

HP 300GB DRIVES RR1F6 653955 18

HP POWER SUPPLY RR1F6 6

MWS RR1F6 1

NAS00 RR1F6 1

NAS01 RR1F6 1

SPS00 RR1F6 1VNX DPE-00 RR1F6 VNX5300 1HP STORAGE WORKS (TAPE LIBRARY) RR1F6 MSL4048 1DELL POWER EDGE (2x600GB DRIVES) RR1F6 R320 1extreme ethernet switch RR1R6 SUMMIT X469-48t 2FIBER SWITCH RR1R6 EMC DS-300B 2CSCF: Row/Rack Part # Qty Cost Per Item Total Cost

SCXB2 RR3F11 ROJ208386/2 2

GEP3-24GB RR3F11 ROJ208821/3 6GEP3-HD600 RR3F11 ROJ208844/3 2

SBG: Row/Rack Part # Qty Cost Per Item Total Cost

SCXB2 RR3F11 ROJ208386/2 2

GEP2-4-QC-HD RR3F11 ROJ208841/2 2MPP4-GE RR3F11 ROJ208371/4 2

GEP3-HD300 RR3F11 ROJ208840/3 2

ISERGIGE RR3F11 ROJ208135/10 2

MTAS : Row/Rack Part # Qty Cost Per Item Total Cost

SCXB2 RR3F11 ROJ208386/2 2

GEP3-24GB RR3F11 ROJ208821/3 6

GEP3-HD600 RR3F11 ROJ208844/3 3

MSC Row/Rack Part # Qty Cost Per Item Total Cost

SCB-RP RR3F6 ROJ208323/4 2

GESB RR3F6 ROJ208410/2 2

GARP-2 RR3F6 ROJ208459/1 9

MRS/BGF/MRFP Row/Rack Part # Qty Cost Per Item Total Cost

SCB-TF RR3R5 ROJ1192334/3 2

TUB RR3R5 ROJ1192104/4 2CMXB RR3R5 ROJ208504/1 2

GPD RR3R5 ROJ1192106/74 4

ET-IPT RR3R5 ROJ1192345/1 4

MSB AMC Cr RR3R5 ROJ1192331/1 4GPB RR3R5 ROJ1192106/75 2

R3B RR3R5 KDU137557/6 2

MGW Row/Rack Part # Qty Cost Per Item Total Cost

SCB-TF RR3R6 ROJ1192334/3 2

TUB RR3R6 ROJ1192104/4 2

GPB RR3R6 ROJ1192106/74 4

MSB AMC Cr RR3R6 ROJ1192331/1 2

MSB3 RR3R6 ROJ1192201/2 2

ET-IPG RR3R6 ROJ1192345/1 2

ET-C41 RR3R6 ROJ1192257/3 4

GPB RR3R6 ROJ1192106/75 1

R48 RR3R6 KDU137557/3 2


AMC GSP mem444 RR3R6 ROJ1192528/1 3

Charging System Row/Rack Part # Qty Cost Per Item Total Cost

SCXB2 RR3F10 ROJ208386/2 4

GEP3-24GB RR3F10 ROJ208821/3 12

GEP3-HD600 RR3F10 ROJ208844/3 4

GEP3-E1/T1 RR3F10 ROJ208830/3 2

RNC Row/Rack Part # Qty Cost Per Item Total Cost

SCB-TF RR3F7 ROJ1192334/3 2

TUB RR3F7 ROJ1192104/4 2

CMXB RR3F7 ROJ208504/1 2

ET-IPG RR3F7 ROJ1192345/1 2

GPB RR3F7 ROJ1192106/75 7

SPB RR3F7 ROJ1192403/1 5

Q/E CONV UNIT RR3F7 KDU137557/4 2

DSC + PGM Row/Rack Part # Qty Cost Per Item Total Cost

SCXB3 RR3R7 ROJ208395/1 2SMXA3 EGEM2 RR3R7 ROJ208392/1 2

GEP5-1200 RR3R7 ROJ208842/5 2

GEP5-48GB RR3R7 ROJ208802/5 2

R3A RR3R7 KDU137557/5 2

IP/STP01 Row/Rack Part # Qty Cost Per Item Total Cost

SCXB3 RR3R12 ROJ208395/1 2CMXB3 EGEM2 RR3R12 ROJ208392/1 2GEP5-10GB RR3R12 ROJ208860/5 2MAUB RR3R12 ROJ208460/4 1GEP5-1200 RR3R12 ROJ208842/5 2GEA RR3R12 ROJ208890/2 1IP/STP02 Row/Rack Part # Qty Cost Per Item Total CostSCXB3 RR3F12 ROJ208395/1 2CMXB3 EGEM2 RR3F12 ROJ208392/1 2GEP5-10GB RR3F12 ROJ208860/5 2MAUB RR3F12 ROJ208460/4 1GEP5-1200 RR3F12 ROJ208842/5 2GEA RR3F12 ROJ208890/2 1UNKNOWN (IP/STP) 01 Row/Rack Part # Qty Cost Per Item Total CostSCXB3 RR3R12 ROJ208395/1 2CMXB3 EGEM2 RR3R12 ROJ208392/1 2XDB-2 RR3R12 ROJ208304/2 2STEB RR3R12 ROJ208325/1 2ET155-1-0-2 RR3R12 ROJ208306/2 2IRB RR3R12 ROJ208316/1 1CGB-2CLM890 RR3R12 ROJ208314/2 1CD8 RR3R12 ROJ208315/1 2UNKNOWN (IP/STP) 02 Row/Rack Part # Qty Cost Per Item Total CostSCXB3 RR3F12 ROJ208395/1 2CMXB3 EGEM2 RR3F12 ROJ208392/1 2XDB-2 RR3F12 ROJ208304/2 2STEB RR3F12 ROJ208325/1 2ET155-1-0-2 RR3F12 ROJ208306/2 2IRB RR3F12 ROJ208316/1 1CGB-2CLM890 RR3F12 ROJ208314/2 1CD8 RR3F12 ROJ208315/1 2EPDU1 Row/Rack Part # Qty Cost Per Item Total CostSCD RR3F5 BMG980348/2 1CBU-8 RR3F5 BMG980346/2 2PDU-14 RR3F5 1/BMG980347/2 2PDU-HC RR3F5 1/BMG980347/3 6EMC (DVD ROM + 1TB DRIVE) RR1F5 SKBFP 1EMC (4xCPU) RR1F5 VNX5200 1EMC2 25x600GB RR1F5 VNX5200 1HP BLADE SYSTEM c7000 (32x300GB) + (6xPS) RR1F5 2S1524PF9R 1HP 5900 SWITCH RR1F5CHARGING SYSTEM Row/Rack Part # Qty Cost Per Item Total CostSTORAGE BLADES 691649-B21 10HP STORAGE WPRKS TAPE DRIVES LTO-5 ULTRIUM 3000 10AFG Row/Rack Part # Qty Cost Per Item Total CostHP5900 SERIES SWITCH RR1F8 JC772A 2f5 SWITCH RR1F8 BIG-IP 6900 SERIES 2STORAGE DRIVES RR1F8 5049034 12HP BLADE SYSTEM c7000 (12x300GB) + (6xPS) RR1F8 2s1524PF9R 1MPBN Row/Rack Part # Qty Cost Per Item Total CostORACLE SUN SERVER X4-2-02 RR1F10 33363956+1+1 1HP IDNS AND EDNS RR1F10+11 293765-001 4JUNIPER SRX 3400 CHASSIS RR1F10+11 COMXK00BRB 2JUNPER SRX3K-SFB-12GE RR1F10+11 COUCAPSBAE 2JUNIPER SRX3K-2XGE-XFP RR1F10+11 COUIA87BAB 4JUNIPER SRX3K-SPC-1-10-40 RR1F10+11 COUCASTBAA 4ORACLE SUN SERVER X4-2-01 and x4-2-03 RR1F11 33367489+1+1 2EXTREME ETHERNET SWITCH RR1R10 SUMMIT X460-24T 1ADVOCENT SWITCH RR1R10 ACS6032 1NTP SERVER RR1R10+11 SYNCSERVER S250 2EMA Row/Rack Part # Qty Cost Per Item Total CostAPC ETHERNET SWITCH RR1F12 2CISCO 2800 SERIES SWITCH RR1F12 1DELL STORAGE BLADE (12x600GB) RR1F12 MD3820f 1HP BLADE SYSTEM c7000 (4x300GB) + (6xPS) RR1F12 E9P82A 1SO-EM Row/Rack Part # Qty Cost Per Item Total Cost


HP DL 380 RR1F12 293765-001 1WIRESHARK Row/Rack Part # Qty Cost Per Item Total CostHP P2000 STORAGE BLADE RR1R13 1


Core Equipment Spares

EPC (MME, EPG, SAPC): Ericsson Internal Part #Row/Rack Part # Qty Cost Per Item Total Cost

TRX MM 1000Base-SX LC-SFP -5/+85C (1400421-0010) RDH 102 44/1 n/a RDH 102 44/1 1

TRX MM 10Gbase-SR 850nm VCSEL LC-SFP+ receptacle 0/+70C 3 RDH 102 50/1 n/a RDH 102 50/1 1

Control Board (CB), Redundant and Spare ROA 219 7813/3 n/a

Routing Engine Board, Redundant and Spare ROA 219 7814/3 n/a

Flexible PIC Concentrator - FPC2 ROA 219 7815/1 n/a

Forwarding Engine Board (FEB) ROA 219 7817/1 n/a

4 Port Gigabit Ethernet PIC - Type 2 ROA 219 7819/1 n/a

GGSN3 Services PIC Type-2 ROA 219 7821/1 n/a

SCXB2 ROJ 208 386/2 n/a ROJ 208 386/2 1

CMXB3 EGEM2 ROJ 208 392/1 n/a ROJ 208 392/1 1

GEP3-24GB ROJ 208 821/3 n/a ROJ 208 821/3 1

GEP3-SSD ROJ 208 842/3 n/a ROJ 208 842/3 1

GEP3-HD600 ROJ 208 844/3 n/a ROJ 208 844/3 1

Gigabit Ethernet SX-SFP 1/ROA 219 7766 n/a

PFM LOD BFB 140 13/2 n/a BFB 140 13/2 1

Subrack + Backplane BFD 538 002/1 n/a BFD 538 002/1 1

DC Power Supply Unit, Redundant and Spare BMR 910 426/3 n/a

O/E conv.; 1G, 3x10G KDU 137 557/5 n/a

MSC/HLR Row/Rack Part # Qty Cost Per Item Total Cost

EQUIPPED MAGAZINE/ISAC SUBRACK+BACKPLANE BFD 508 020/1 n/a BFD 508 020/1 1

FAN/FAN BFD 509 08/6 n/a BFD 509 08/6 1

PRINTED BOARD ASSEMB/SCB-RP ROJ 208 323/4 n/a ROJ 208 323/4 1

PRINTED BOARD ASSEMB/GESB ROJ 208 410/2 n/a ROJ 208 410/2 1

PRINTED BOARD ASSEMB/GARP-2 ROJ 208 459/1 n/a ROJ 208 459/1 1

PRINTED BOARD ASSEMB/MAUB ROJ 208 460/2 n/a ROJ 208 460/2 1

APUB2 ROJ 208 841/21 n/a ROJ 208 841/21 1

PRINTED BOARD ASSEMB/CPUB-24 ROJ 208 861/2 n/a ROJ 208 861/2 1

PRINTED BOARD ASSEMB/GED-SASF ROJ 208 880/21 n/a ROJ 208 880/21 1

GED-DVD ROJ 208 882/2 n/a ROJ 208 882/2 1

PRINTED BOARD ASSEMB/GEA ROJ 208 890/1 n/a ROJ 208 890/1 1


FAN UNIT BFB 140 12/1 n/a BFB 140 12/1 1

HCS v3 BFD 528 01/3 n/a BFD 528 01/3 1

CONVERTER O/E conv. 1G, 10G KDU 137 557/3 n/a KDU 137 557/3 1

TUB; Timing Unit Board ROJ 119 2104/4 n/a ROJ 119 2104/4 1

PRINTED BOARD ASSEMB GPB; 1,8GHz 2GB/4GB ROJ 119 2106/64 n/a

GPB; 1,8GHZ 4GB/4GB ROJ 119 2106/65 n/a

PRINTED BOARD ASSEMB/MSB3 ROJ 119 2201/2 n/a ROJ 119 2201/2 1

PRINTED BOARD ASSEMB/ET-C41 ROJ 119 2257/2 n/a ROJ 119 2257/2 1

MSB AMC Cr ROJ 119 2331/1 n/a ROJ 119 2331/1 1

AMC DSP 6 4 3 ROJ 119 2333/1 n/a ROJ 119 2333/1 1

SCB-TF; 4ISL 630Mb/s 3x800W ROJ 119 2334/3 n/a ROJ 119 2334/3 1

ET-IPG;1Gb/s 4prt XAUI ROJ 119 2345/1 n/a ROJ 119 2345/1 1

3820 RNC R1 Spares 2 Row/Rack Part # Qty Cost Per Item Total Cost

PRODUCT/1000BASE-SX 850NM MM SFP . 1400421-0010 n/a

SFP LC STM-1 S1.1 1400729-0027 n/a

FAN UNIT BFB 140 12/1 n/a

Subrack, pre-assemble level BFC 101 102 n/a

RECTIFIER/110/220VAC TO 12VDC POWER SUPP BML 161 169 n/a

O/E conv. 10G, SP KDU 137 557/4 n/a

COMBINED UNIT/GPS RECEIVER NOVATEL PROPA KDV1201113/1 n/a

SET OF MATERIALS/NOVATEL GPS ANTENNA MOD NTM 101 0139 n/a

TRX MM 10Gbase-SR 850nm VCSEL LC-SFP+ receptacle 0/+70C 3 RDH 102 50/1 n/a

SPB; 5proc 800MHz 1280MB/- ROJ 119 2103/5 n/a

TUB; Timing Unit Board ROJ 119 2104/4 n/a

GPB; 1,8GHZ 4GB/4GB ROJ 119 2106/65 n/a


PRINTED BOARD ASSEMB/ET-MF4;155MB/S 4PTR ROJ 119 2291/1 n/a

PRINTED BOARD ASSEMB/ET-MF41;155MB/S 4PR ROJ 119 2294/2 n/a

CMXB 10GE Switch 8Front/12Back CPPHPS ROJ 208 504/1 n/a

FAN UNIT/ASSY, FAN TRAY, CHASSIS, SSR n/a BKV106097/1 1

POWER SUPPLY SET/PEM SSR n/a BMK90582/1 1

OPTICAL TRANSCEIVER/GIGE MM SX SSR, SFP n/a RDH90198/1 1

OPTICAL TRANSCEIVER/100/1000 TX SSR, SFP n/a RDH901002/1 1

PRINTED BOARD ASSEMB/SW Card, S n/a ROA1284189/1 1

PRINTED BOARD ASSEMB/ALSW (Alarm)Card n/a ROA1284188/1 1

PRINTED BOARD ASSEMB/RPSW (controller) Card n/a ROA1284190/1 1

PRINTED BOARD ASSEMB/SMART SERVICE CARD n/a ROA1284573/3 1

PRINTED BOARD ASSEMB/40X1 GBIT ETH, SSR n/a ROA1284191/1 1

PRINTED BOARD ASSEMB/GPB; DUAL CORE 1,5G n/a ROJ1192106/74 1

PRINTED BOARD ASSEMB/GPB; DUAL CORE 1,5G n/a ROJ1192106/75 1

CONVERTER/O/E CONV.; 6x1G, 6x10G n/a KDU137557/5 1


AC - APC RACKsEquipment Row/Rack Part # Qty Cost Per Item Total CostAPC 42 RU - Rack 1Power Management 0G-PDP8150G6F 1

APC 42 RU - Rack AR3100 1Power Strip 240 VAC AP8965 2Power Strip 110 VAC







APC 42 RU - Rack AR3150 1Power Strip 240 VACPower Strip 110 VAC





APC 42 RU - Rack AR3100 1Power Strip 240 VAC AP8965 2Power Strip 110 VAC AP8930 1



APC 42 RU - Rack 1Power Management 0G-PDP8150G6F 1

APC 42 RU - Rack 1Circuit Breaker 1

RR1R17

RR2R1

RR1R15

RR1R16

RR1R13

RR1R14

RR1R11

RR1R12

RR1R10

RR1R7

RR1R8

RR1R5

RR1R6

RR1R3

RR1R4

RR1R1

RR1R2

RR1R9


APC 42 RU - Rack 1Power Management 0G-SYIOF00KMBR 1

APC 42 RU - Rack 1Fan Units SYPM25KD 5

APC 42 RU - Rack 1Batteries SYBTU2-PLP 48


APC 42 RU - Rack 1Power Strip 240 VAC 0Power Strip 110 VAC 0




APC 42 RU - Rack AR2800X251 1Power Management (Breakers) PSX-PDU120V#448233 1

APC 42 RU - Rack AR2800X101 1Fan Units SYPM10KF 5Batteries SYBTU1-PLP 16Power Supply SYCF40KF 1

APC 42 RU - Rack AR2800X102 1Batteries SYBTU1-PLP 32Power Supply SYSFXR8 1

APC 42 RU - Rack AR2800X102 1Batteries SYBTU1-PLP 32Power Suppply SYSFXR8 1

APC 42 RU - Rack AR3100 1Power Strip 240 VAC 2Power Strip 110 VAC 1






APC 42 RU - Rack AR3100 1RR4R10

RR4R8

RR4R9

RR4R6

RR4R7

RR4R4

RR4R5

RR4R2

RR4R3

RR3R16

RR4R1

RR3R13

RR3R14

RR2R4

RR3R9

RR2R2

RR2R3

RR2R5


Power Strip 240 VAC 2Power Strip 110 VAC 1



APC 42 RU - Rack AR3100 1Power Strip 240 VAC 2Power Strip 110 VAC 1RR4R14

RR4R12

RR4R13

RR4R11


DC RACKsEquipment Row/Rack Part # Qty Cost Per Item Total CostBatteries RR3F2 ALPHACELL 700HR HIGH RATE UPS PN#1214 20BREAKERS RR3F3 6BREAKERS RR3F4 86FANS RR3F4 13


Non-Ericsson EquipmentEquipment Row/Rack Part # Qty Cost Per Item Total CostGenerator GARAGE GENERAC J1221 1FM-200 Fire Supression FIKE 10-063 1Data Air Units GFAD-09134 3APC ETHERNET SWITCH RR4F8 2BOARDER ROUTER RR4F8+10 CISCO 4351 2FIREWALL RR4F8+10 CISCO ASA 5525-X 2CISCO UCS SERVER RR4F8+10 C220 M4 2CISCO SWITCH RR4F10 C3850-NM-4-1G 2CISCO SWITCH RR4F10 CATALYST 2960G 2DELL POWER EDGE SERVER RR4F8+10 R610 5THINKSERVER RR4F8 1DELL POWER EDGE SERVER RR4F8 1950 1DELL POWER EDGE SERVER RR4F11 R815 2FAN TRAY RR4F14 WS-C6K-9SLOT-FAN2 1DELL EQUAL LOGIC RR4F14 PS4000 1DELL POWER CONNECT RR4F14 5424 2CISCO ROUTER RR4F14 CATALYST 3550 2


APPENDIX [C]

THE EXHIBITS

EXHIBIT C-1(b)(ii)


1

Stanley Mastil

From: Glenn, Catherine D.Sent: Tuesday, November 21, 2017 3:24 PMTo: Stanley' 'Mastil; [email protected]: Fwd: Core QuoteAttachments: Unicom Offer Ericsson Core 121416.xlsx; ATT00001.htm

Begin forwarded message: From: Amir Rajwany <[email protected]<mailto:[email protected]>> Date: September 26, 2017 at 9:06:32 AM EDT To: "Pappas, Catherine G." <[email protected]<mailto:[email protected]>> Subject: Fwd: Core Quote Amir Rajwany COO Limitless Mobile +1-210-259-3732 From iPhone - Plz pardon Short hand & spellings ________________________________ From: Chuck Huffman Sent: Tuesday, September 26, 2017 5:24:58 AM To: Paul Snyder Cc: Amir Rajwany Subject: Core Quote Here is the only quote we received for the core, none of the other 2 companies were interested. Chuck Huffman Vice President of Commercial Operations mobile: +1 (813) 892-1132 [email protected]<mailto:[email protected]> skype: chuckh1132 2574 Interstate Drive Harrisburg, PA 17110 Limitless Mobile LLC<http://www.limitlessmobile.com> [http://www.limitlessmobile.com/email/email-sig-all_banner.png]<http://www.limitlessmobile.com> The information transmitted, including attachments, is intended only for the person or entity to which it is addressed and may contain confidential and/or privileged material. Any review, retransmission, dissemination or other use of this information, directly or indirectly, by persons or entities other than the intended recipient is


2

prohibited. If you received this in error, please contact the sender by return email and delete the material from all computers or systems in which it resides. Thank you. ________________________________ www.DilworthLaw.com This E-Mail is intended only for the use of the individual or entity to which it is addressed, and may contain information that is privileged, confidential and exempt from disclosure under applicable law. Unintended transmission shall not constitute waiver of the attorney-client or any other privilege. If you have received this communication in error, please do not distribute it and notify us immediately by email: [email protected] or via telephone: 215-575-7000 and delete the original message. Unless expressly stated in this e-mail, nothing in this message or any attachment should be construed as a digital or electronic signature or as a legal opinion.

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3G,4G,IMS Core

EPG SSR (SGW) Row/Rack Part # Qty Cost Per Item Total Cost

SSR SSC1-V2 RR3F15 ROA128573/3 5 $150.00 $750.00

SWITCH CARD SSR RR3F15 ROA1284189/1 4 $150.00 $600.00

40X1 GBIT ETH SSR RR3F15 ROA1284191/1 2 $150.00 $300.00

SWITCH ALARM CARD SSR RR3F15 ROA1284188/1 2 $50.00 $100.00

SWITCH PROCESSOR SSR RR3F15 ROA1284190/1 2 $100.00 $200.00



4X10 GE/2X10 GE + 20X1 GE RR3F13 ROA1285017/1 2 $150.00 $300.00

SWITCH ALRAM CARD SSR RR3F13 ROA1284188/1 2 $50.00 $100.00

SWITCH PROCESSOR - 64 RR3F13 ROA1284190/2 2 $150.00 $300.00



4X10 GE/2X10 GE + 20X1 GE RR3F14 ROA1285017/1 2 $150.00 $300.00

SWITCH ALRAM CARD SSR RR3F14 ROA1284188/1 2 $50.00 $100.00

SWITCH PROCESSOR - 64 RR3F14 ROA1284190/2 2 $150.00 $300.00

SGSN-MME Row/Rack Part # Qty Cost Per Item Total Cost

SCXB2 RR3R10 ROJ208386/2 2 $150.00 $300.00

CMXB3 EGEM2 RR3R10 ROJ208392/11 2 $50.00 $100.00

GEP3-24GB RR3R10 ROJ208821/3 6 $100.00 $600.00

GEP3-SSD RR3R10 ROJ208842/3 2 $200.00 $400.00

R3A RR3R10 KDU137557/5 2 $75.00 $150.00

OSS-RC (Network Management for WCDMA/LTE Access and CoRow/Rack Part # Qty Cost Per Item Total Cost

$3,000.00

HP BLADE SYSTEM c7000 ENCLOSURE RR1F6 681844-B21 1 $0.00

HP PROLIANT RR1F6 BL460c Gen8 9 $0.00

HP 300GB DRIVES RR1F6 653955 18 $0.00

HP POWER SUPPLY RR1F6 6 $0.00

MWS RR1F6 1 $0.00

NAS00 RR1F6 1 $0.00

NAS01 RR1F6 1 $0.00

SPS00 RR1F6 1 $0.00VNX DPE-00 RR1F6 VNX5300 1 $0.00HP STORAGE WORKS (TAPE LIBRARY) RR1F6 MSL4048 1 $0.00DELL POWER EDGE (2x600GB DRIVES) RR1F6 R320 1 $0.00extreme ethernet switch RR1R6 SUMMIT X469-48t 2 $0.00FIBER SWITCH RR1R6 EMC DS-300B 2 $0.00CSCF: Row/Rack Part # Qty Cost Per Item Total Cost

SCXB2 RR3F11 ROJ208386/2 2 $150.00 $300.00

GEP3-24GB RR3F11 ROJ208821/3 6 $100.00 $600.00GEP3-HD600 RR3F11 ROJ208844/3 2 $125.00 $250.00

SBG: Row/Rack Part # Qty Cost Per Item Total Cost

SCXB2 RR3F11 ROJ208386/2 2 $150.00 $300.00

GEP2-4-QC-HD RR3F11 ROJ208841/2 2 $200.00 $400.00MPP4-GE RR3F11 ROJ208371/4 2 $125.00 $250.00

GEP3-HD300 RR3F11 ROJ208840/3 2 $75.00 $150.00

ISERGIGE RR3F11 ROJ208135/10 2 $50.00 $100.00

MTAS : Row/Rack Part # Qty Cost Per Item Total Cost

SCXB2 RR3F11 ROJ208386/2 2 $150.00 $300.00

GEP3-24GB RR3F11 ROJ208821/3 6 $100.00 $600.00

GEP3-HD600 RR3F11 ROJ208844/3 3 $125.00 $375.00

MSC Row/Rack Part # Qty Cost Per Item Total Cost

SCB-RP RR3F6 ROJ208323/4 2 $50.00 $100.00

GESB RR3F6 ROJ208410/2 2 $75.00 $150.00

GARP-2 RR3F6 ROJ208459/1 9 $50.00 $450.00

MRS/BGF/MRFP Row/Rack Part # Qty Cost Per Item Total Cost


SCB-TF RR3R5 ROJ1192334/3 2 $50.00 $100.00

TUB RR3R5 ROJ1192104/4 2 $50.00 $100.00CMXB RR3R5 ROJ208504/1 2 $50.00 $100.00

GPD RR3R5 ROJ1192106/74 4 $75.00 $300.00

ET-IPT RR3R5 ROJ1192345/1 4 $75.00 $300.00

MSB AMC Cr RR3R5 ROJ1192331/1 4 $50.00 $200.00GPB RR3R5 ROJ1192106/75 2 $75.00 $150.00

R3B RR3R5 KDU137557/6 2 $75.00 $150.00


SCB-TF RR3R6 ROJ1192334/3 2 $50.00 $100.00

TUB RR3R6 ROJ1192104/4 2 $50.00 $100.00

GPB RR3R6 ROJ1192106/74 4 $75.00 $300.00

MSB AMC Cr RR3R6 ROJ1192331/1 2 $50.00 $100.00

MSB3 RR3R6 ROJ1192201/2 2 $75.00 $150.00

ET-IPG RR3R6 ROJ1192345/1 2 $75.00 $150.00

ET-C41 RR3R6 ROJ1192257/3 4 $50.00 $200.00

GPB RR3R6 ROJ1192106/75 1 $75.00 $75.00

R48 RR3R6 KDU137557/3 2 $75.00 $150.00

AMC GSP mem444 RR3R6 ROJ1192528/1 3 $50.00 $150.00

Charging System Row/Rack Part # Qty Cost Per Item Total Cost

SCXB2 RR3F10 ROJ208386/2 4 $150.00 $600.00

GEP3-24GB RR3F10 ROJ208821/3 12 $100.00 $1,200.00

GEP3-HD600 RR3F10 ROJ208844/3 4 $125.00 $500.00

GEP3-E1/T1 RR3F10 ROJ208830/3 2 $75.00 $150.00

RNC Row/Rack Part # Qty Cost Per Item Total Cost

SCB-TF RR3F7 ROJ1192334/3 2 $50.00 $100.00

TUB RR3F7 ROJ1192104/4 2 $50.00 $100.00

CMXB RR3F7 ROJ208504/1 2 $50.00 $100.00

ET-IPG RR3F7 ROJ1192345/1 2 $75.00 $150.00

GPB RR3F7 ROJ1192106/75 7 $75.00 $525.00

SPB RR3F7 ROJ1192403/1 5 $50.00 $250.00

Q/E CONV UNIT RR3F7 KDU137557/4 2 $75.00 $150.00

DSC + PGM Row/Rack Part # Qty Cost Per Item Total Cost

SCXB3 RR3R7 ROJ208395/1 2 $45.00 $90.00SMXA3 EGEM2 RR3R7 ROJ208392/1 2 $50.00 $100.00

GEP5-1200 RR3R7 ROJ208842/5 2 $75.00 $150.00

GEP5-48GB RR3R7 ROJ208802/5 2 $75.00 $150.00

R3A RR3R7 KDU137557/5 2 $75.00 $150.00

IP/STP01 Row/Rack Part # Qty Cost Per Item Total Cost

SCXB3 RR3R12 ROJ208395/1 2 $45.00 $90.00CMXB3 EGEM2 RR3R12 ROJ208392/1 2 $50.00 $100.00GEP5-10GB RR3R12 ROJ208860/5 2 $150.00 $300.00MAUB RR3R12 ROJ208460/4 1 $25.00 $25.00GEP5-1200 RR3R12 ROJ208842/5 2 $75.00 $150.00GEA RR3R12 ROJ208890/2 1 $50.00 $50.00IP/STP02 Row/Rack Part # Qty Cost Per Item Total CostSCXB3 RR3F12 ROJ208395/1 2 $45.00 $90.00CMXB3 EGEM2 RR3F12 ROJ208392/1 2 $50.00 $100.00GEP5-10GB RR3F12 ROJ208860/5 2 $150.00 $300.00MAUB RR3F12 ROJ208460/4 1 $25.00 $25.00GEP5-1200 RR3F12 ROJ208842/5 2 $75.00 $150.00GEA RR3F12 ROJ208890/2 1 $50.00 $50.00UNKNOWN (IP/STP) 01 Row/Rack Part # Qty Cost Per Item Total CostSCXB3 RR3R12 ROJ208395/1 2 $45.00 $90.00CMXB3 EGEM2 RR3R12 ROJ208392/1 2 $50.00 $100.00XDB-2 RR3R12 ROJ208304/2 2 $50.00 $100.00STEB RR3R12 ROJ208325/1 2 $50.00 $100.00ET155-1-0-2 RR3R12 ROJ208306/2 2 $50.00 $100.00IRB RR3R12 ROJ208316/1 1 $50.00 $50.00CGB-2CLM890 RR3R12 ROJ208314/2 1 $50.00 $50.00


CD8 RR3R12 ROJ208315/1 2 $50.00 $100.00UNKNOWN (IP/STP) 02 Row/Rack Part # Qty Cost Per Item Total CostSCXB3 RR3F12 ROJ208395/1 2 $45.00 $90.00CMXB3 EGEM2 RR3F12 ROJ208392/1 2 $50.00 $100.00XDB-2 RR3F12 ROJ208304/2 2 $50.00 $100.00STEB RR3F12 ROJ208325/1 2 $50.00 $100.00ET155-1-0-2 RR3F12 ROJ208306/2 2 $50.00 $100.00IRB RR3F12 ROJ208316/1 1 $50.00 $50.00CGB-2CLM890 RR3F12 ROJ208314/2 1 $50.00 $50.00CD8 RR3F12 ROJ208315/1 2 $50.00 $100.00EPDU1 Row/Rack Part # Qty Cost Per Item Total CostSCD RR3F5 BMG980348/2 1 $50.00 $50.00CBU-8 RR3F5 BMG980346/2 2 $50.00 $100.00PDU-14 RR3F5 1/BMG980347/2 2 $50.00 $100.00PDU-HC RR3F5 1/BMG980347/3 6 $50.00 $300.00EMC (DVD ROM + 1TB DRIVE) RR1F5 SKBFP 1 $0.00EMC (4xCPU) RR1F5 VNX5200 1 $0.00EMC2 25x600GB RR1F5 VNX5200 1 $0.00HP BLADE SYSTEM c7000 (32x300GB) + (6xPS) RR1F5 2S1524PF9R 1 $0.00HP 5900 SWITCH RR1F5 $0.00CHARGING SYSTEM Row/Rack Part # Qty Cost Per Item Total Cost

$2,500.00STORAGE BLADES 691649-B21 10 $0.00HP STORAGE WPRKS TAPE DRIVES LTO-5 ULTRIUM 3000 10 $0.00AFG Row/Rack Part # Qty Cost Per Item Total Cost

$850.00HP5900 SERIES SWITCH RR1F8 JC772A 2 $0.00f5 SWITCH RR1F8 BIG-IP 6900 SERIES 2 $0.00STORAGE DRIVES RR1F8 5049034 12 $0.00HP BLADE SYSTEM c7000 (12x300GB) + (6xPS) RR1F8 2s1524PF9R 1 $0.00MPBN Row/Rack Part # Qty Cost Per Item Total Cost

$2,200.00ORACLE SUN SERVER X4-2-02 RR1F10 33363956+1+1 1 $0.00HP IDNS AND EDNS RR1F10+11 293765-001 4 $0.00JUNIPER SRX 3400 CHASSIS RR1F10+11 COMXK00BRB 2 $0.00JUNPER SRX3K-SFB-12GE RR1F10+11 COUCAPSBAE 2 $0.00JUNIPER SRX3K-2XGE-XFP RR1F10+11 COUIA87BAB 4 $0.00JUNIPER SRX3K-SPC-1-10-40 RR1F10+11 COUCASTBAA 4 $0.00ORACLE SUN SERVER X4-2-01 and x4-2-03 RR1F11 33367489+1+1 2 $0.00EXTREME ETHERNET SWITCH RR1R10 SUMMIT X460-24T 1 $0.00ADVOCENT SWITCH RR1R10 ACS6032 1 $0.00NTP SERVER RR1R10+11 SYNCSERVER S250 2 $0.00EMA Row/Rack Part # Qty Cost Per Item Total Cost

$250.00APC ETHERNET SWITCH RR1F12 2 $0.00CISCO 2800 SERIES SWITCH RR1F12 1 $0.00DELL STORAGE BLADE (12x600GB) RR1F12 MD3820f 1 $0.00HP BLADE SYSTEM c7000 (4x300GB) + (6xPS) RR1F12 E9P82A 1 $0.00SO-EM Row/Rack Part # Qty Cost Per Item Total CostHP DL 380 RR1F12 293765-001 1 $20.00 $20.00WIRESHARK Row/Rack Part # Qty Cost Per Item Total CostHP P2000 STORAGE BLADE RR1R13 1 $20.00 $20.00



EPC (MME, EPG, SAPC): Ericsson Internal Part #Row/Rack Part # Qty Cost Per Item Total Cost

TRX MM 1000Base-SX LC-SFP -5/+85C (1400421-0010) RDH 102 44/1 n/a RDH 102 44/1 1 15.00$ $15.00

TRX MM 10Gbase-SR 850nm VCSEL LC-SFP+ receptacle 0/+70C 3 RDH 102 50/1 n/a RDH 102 50/1 1 15.00$ $15.00

Control Board (CB), Redundant and Spare ROA 219 7813/3 n/a 75.00$ $0.00

Routing Engine Board, Redundant and Spare ROA 219 7814/3 n/a 50.00$ $0.00

Flexible PIC Concentrator - FPC2 ROA 219 7815/1 n/a 75.00$ $0.00

Forwarding Engine Board (FEB) ROA 219 7817/1 n/a 75.00$ $0.00

4 Port Gigabit Ethernet PIC - Type 2 ROA 219 7819/1 n/a 150.00$ $0.00

GGSN3 Services PIC Type-2 ROA 219 7821/1 n/a 200.00$ $0.00

SCXB2 ROJ 208 386/2 n/a ROJ 208 386/2 1 150.00$ $150.00

CMXB3 EGEM2 ROJ 208 392/1 n/a ROJ 208 392/1 1 50.00$ $50.00

GEP3-24GB ROJ 208 821/3 n/a ROJ 208 821/3 1 100.00$ $100.00

GEP3-SSD ROJ 208 842/3 n/a ROJ 208 842/3 1 200.00$ $200.00

GEP3-HD600 ROJ 208 844/3 n/a ROJ 208 844/3 1 125.00$ $125.00

Gigabit Ethernet SX-SFP 1/ROA 219 7766 n/a 15.00$ $0.00

PFM LOD BFB 140 13/2 n/a BFB 140 13/2 1 75.00$ $75.00

Subrack + Backplane BFD 538 002/1 n/a BFD 538 002/1 1 200.00$ $200.00

DC Power Supply Unit, Redundant and Spare BMR 910 426/3 n/a 150.00$ $0.00

O/E conv.; 1G, 3x10G KDU 137 557/5 n/a 75.00$ $0.00

$0.00


EQUIPPED MAGAZINE/ISAC SUBRACK+BACKPLANE BFD 508 020/1 n/a BFD 508 020/1 1 150.00$ $150.00

FAN/FAN BFD 509 08/6 n/a BFD 509 08/6 1 50.00$ $50.00

PRINTED BOARD ASSEMB/SCB-RP ROJ 208 323/4 n/a ROJ 208 323/4 1 50.00$ $50.00

PRINTED BOARD ASSEMB/GESB ROJ 208 410/2 n/a ROJ 208 410/2 1 75.00$ $75.00

PRINTED BOARD ASSEMB/GARP-2 ROJ 208 459/1 n/a ROJ 208 459/1 1 50.00$ $50.00

PRINTED BOARD ASSEMB/MAUB ROJ 208 460/2 n/a ROJ 208 460/2 1 150.00$ $150.00

APUB2 ROJ 208 841/21 n/a ROJ 208 841/21 1 300.00$ $300.00

PRINTED BOARD ASSEMB/CPUB-24 ROJ 208 861/2 n/a ROJ 208 861/2 1 250.00$ $250.00

PRINTED BOARD ASSEMB/GED-SASF ROJ 208 880/21 n/a ROJ 208 880/21 1 150.00$ $150.00

GED-DVD ROJ 208 882/2 n/a ROJ 208 882/2 1 250.00$ $250.00

PRINTED BOARD ASSEMB/GEA ROJ 208 890/1 n/a ROJ 208 890/1 1 175.00$ $175.00

$0.00


FAN UNIT BFB 140 12/1 n/a BFB 140 12/1 1 50.00$ $50.00

HCS v3 BFD 528 01/3 n/a BFD 528 01/3 1 150.00$ $150.00

CONVERTER O/E conv. 1G, 10G KDU 137 557/3 n/a KDU 137 557/3 1 75.00$ $75.00

TUB; Timing Unit Board ROJ 119 2104/4 n/a ROJ 119 2104/4 1 50.00$ $50.00

PRINTED BOARD ASSEMB GPB; 1,8GHz 2GB/4GB ROJ 119 2106/64 n/a 10.00$ $0.00

GPB; 1,8GHZ 4GB/4GB ROJ 119 2106/65 n/a 25.00$ $0.00

PRINTED BOARD ASSEMB/MSB3 ROJ 119 2201/2 n/a ROJ 119 2201/2 1 75.00$ $75.00

PRINTED BOARD ASSEMB/ET-C41 ROJ 119 2257/2 n/a ROJ 119 2257/2 1 75.00$ $75.00

MSB AMC Cr ROJ 119 2331/1 n/a ROJ 119 2331/1 1 50.00$ $50.00

AMC DSP 6 4 3 ROJ 119 2333/1 n/a ROJ 119 2333/1 1 50.00$ $50.00

SCB-TF; 4ISL 630Mb/s 3x800W ROJ 119 2334/3 n/a ROJ 119 2334/3 1 50.00$ $50.00

ET-IPG;1Gb/s 4prt XAUI ROJ 119 2345/1 n/a ROJ 119 2345/1 1 75.00$ $75.00

$0.00


PRODUCT/1000BASE-SX 850NM MM SFP . 1400421-0010 n/a $10.00 $0.00

SFP LC STM-1 S1.1 1400729-0027 n/a $10.00 $0.00

FAN UNIT BFB 140 12/1 n/a $50.00 $0.00

Subrack, pre-assemble level BFC 101 102 n/a $100.00 $0.00

RECTIFIER/110/220VAC TO 12VDC POWER SUPP BML 161 169 n/a $100.00 $0.00

O/E conv. 10G, SP KDU 137 557/4 n/a $75.00 $0.00

COMBINED UNIT/GPS RECEIVER NOVATEL PROPA KDV1201113/1 n/a $50.00 $0.00

SET OF MATERIALS/NOVATEL GPS ANTENNA MOD NTM 101 0139 n/a $10.00 $0.00

TRX MM 10Gbase-SR 850nm VCSEL LC-SFP+ receptacle 0/+70C 3 RDH 102 50/1 n/a $15.00 $0.00

SPB; 5proc 800MHz 1280MB/- ROJ 119 2103/5 n/a $225.00 $0.00

TUB; Timing Unit Board ROJ 119 2104/4 n/a $50.00 $0.00

GPB; 1,8GHZ 4GB/4GB ROJ 119 2106/65 n/a $25.00 $0.00


PRINTED BOARD ASSEMB/ET-MF4;155MB/S 4PTR ROJ 119 2291/1 n/a $50.00 $0.00

PRINTED BOARD ASSEMB/ET-MF41;155MB/S 4PR ROJ 119 2294/2 n/a $100.00 $0.00

CMXB 10GE Switch 8Front/12Back CPPHPS ROJ 208 504/1 n/a $50.00 $0.00

FAN UNIT/ASSY, FAN TRAY, CHASSIS, SSR n/a BKV106097/1 1 $75.00 $75.00

POWER SUPPLY SET/PEM SSR n/a BMK90582/1 1 $125.00 $125.00

OPTICAL TRANSCEIVER/GIGE MM SX SSR, SFP n/a RDH90198/1 1 $15.00 $15.00

OPTICAL TRANSCEIVER/100/1000 TX SSR, SFP n/a RDH901002/1 1 $15.00 $15.00

PRINTED BOARD ASSEMB/SW Card, S n/a ROA1284189/1 1 $200.00 $200.00

PRINTED BOARD ASSEMB/ALSW (Alarm)Card n/a ROA1284188/1 1 $200.00 $200.00

PRINTED BOARD ASSEMB/RPSW (controller) Card n/a ROA1284190/1 1 $200.00 $200.00

PRINTED BOARD ASSEMB/SMART SERVICE CARD n/a ROA1284573/3 1 $200.00 $200.00

PRINTED BOARD ASSEMB/40X1 GBIT ETH, SSR n/a ROA1284191/1 1 $200.00 $200.00

PRINTED BOARD ASSEMB/GPB; DUAL CORE 1,5G n/a ROJ1192106/74 1 $200.00 $200.00

PRINTED BOARD ASSEMB/GPB; DUAL CORE 1,5G n/a ROJ1192106/75 1 $200.00 $200.00

CONVERTER/O/E CONV.; 6x1G, 6x10G n/a KDU137557/5 1 $75.00 $75.00

$4,985.00


AC - APC RACKsEquipment Row/Rack Part # Qty LOT Total Cost

$1,500.00APC 42 RU - Rack 1Power Management 0G-PDP8150G6F 1













APC 42 RU - Rack AR3100 1Power Strip 240 VAC AP8965 2Power Strip 110 VAC AP8930 1



APC 42 RU - Rack 1Power Management 0G-PDP8150G6F 1

APC 42 RU - Rack 1

RR1R3

RR1R4

RR1R1

RR1R2

RR1R9

RR1R10

RR1R7

RR1R8

RR1R5

RR1R6

RR1R15

RR1R16

RR1R13

RR1R14

RR1R11

RR1R12

RR1R17


Circuit Breaker 1

APC 42 RU - Rack 1Power Management 0G-SYIOF00KMBR 1

APC 42 RU - Rack 1Fan Units SYPM25KD 5







APC 42 RU - Rack AR2800X251 1Power Management (Breakers) PSX-PDU120V#448233 1

APC 42 RU - Rack AR2800X101 1Fan Units SYPM10KF 5Batteries SYBTU1-PLP 16Power Supply SYCF40KF 1

APC 42 RU - Rack AR2800X102 1Batteries SYBTU1-PLP 32Power Supply SYSFXR8 1

APC 42 RU - Rack AR2800X102 1Batteries SYBTU1-PLP 32Power Suppply SYSFXR8 1







RR2R4

RR3R9

RR2R2

RR2R3

RR2R1

RR2R5

RR4R2

RR4R3

RR3R16

RR4R1

RR3R13

RR3R14

RR4R8

RR4R9

RR4R6

RR4R7

RR4R4

RR4R5

RR4R10





APC 42 RU - Rack AR3100 1Power Strip 240 VAC 2Power Strip 110 VAC 1RR4R14

RR4R12

RR4R13

RR4R11


DC RACKsEquipment Row/Rack Part # Qty Cost Per Item Total CostBatteries RR3F2 ALPHACELL 700HR HIGH RATE UPS PN#1214 20BREAKERS RR3F3 6BREAKERS RR3F4 86FANS RR3F4 13


Non-Ericsson EquipmentEquipment Row/Rack Part # Qty LOT Total Cost

$200.00Generator GARAGE GENERAC J1221 1FM-200 Fire Supression FIKE 10-063 1Data Air Units GFAD-09134 3APC ETHERNET SWITCH RR4F8 2BOARDER ROUTER RR4F8+10 CISCO 4351 2FIREWALL RR4F8+10 CISCO ASA 5525-X 2CISCO UCS SERVER RR4F8+10 C220 M4 2CISCO SWITCH RR4F10 C3850-NM-4-1G 2CISCO SWITCH RR4F10 CATALYST 2960G 2DELL POWER EDGE SERVER RR4F8+10 R610 5THINKSERVER RR4F8 1DELL POWER EDGE SERVER RR4F8 1950 1DELL POWER EDGE SERVER RR4F11 R815 2FAN TRAY RR4F14 WS-C6K-9SLOT-FAN2 1DELL EQUAL LOGIC RR4F14 PS4000 1DELL POWER CONNECT RR4F14 5424 2CISCO ROUTER RR4F14 CATALYST 3550 2


APPENDIX [C]

THE EXHIBITS

EXHIBIT C-1(b)(iii)


1

Stanley Mastil

From: Glenn, Catherine D.Sent: Tuesday, November 21, 2017 3:46 PMTo: Stanley' 'Mastil; [email protected]: Fwd: Purchase Order 3000284 from Telecycling, LLCAttachments: PO_3000284_from_Telecycling_LLC_298780.pdf; ATT00001.htm

Begin forwarded message: From: Amir Rajwany <[email protected]<mailto:[email protected]>> Date: January 7, 2017 at 9:23:48 AM EST To: "Pappas, Catherine G." <[email protected]<mailto:[email protected]>> Subject: FW: Purchase Order 3000284 from Telecycling, LLC Here is the P.O. for the rest of the RRUs 400+ that we have installed on the 118 sites. It will take us $100K to bring these down but still worth it as the next pricing is still over $175K to us. Let me know if you have any questions. Amir Rajwany Group COO Limitless Mobile LLC +1 (210) 259-3732 From: Marcus Krejci <[email protected]<mailto:[email protected]>> Date: Tuesday, December 27, 2016 at 1:45 PM To: Amir Rajwany <[email protected]<mailto:[email protected]>> Subject: Fwd: Purchase Order 3000284 from Telecycling, LLC Amir, Please see attached two PO's from us. One is for the 60 new units in your warehouse and one is for all 60 units PLUS the other 417 or so units you have in your network totaling 477. We are willing to buy them all given they are de-installed by the end of February. We look forward to working with you on closing this deal. I will send you another offer for your switch room here shortly thanks mk Marcus Krejci


2

Telecycling LLC 3130 Engineering Parkway Alpharetta, GA 30004 404-812-1739 tel 404-812-1741 fax 404-368-1840 cell [email protected]<mailto:[email protected]> ISO 9001: 2008 Certified Begin forwarded message: From: <[email protected]<mailto:[email protected]>> Subject: Purchase Order 3000284 from Telecycling, LLC Date: December 27, 2016 3:41:22 PM EST To: <[email protected]<mailto:[email protected]>> Dear Vendor: Please review the attached Purchase Order. Feel free to contact us if you have any questions. Thank you for your service. Sincerely, Telecycling, LLC 404-812-1739 www.telecycling.net<http://www.telecycling.net> ________________________________ www.DilworthLaw.com This E-Mail is intended only for the use of the individual or entity to which it is addressed, and may contain information that is privileged, confidential and exempt from disclosure under applicable law. Unintended transmission shall not constitute waiver of the attorney-client or any other privilege. If you have received this communication in error, please do not distribute it and notify us immediately by email: [email protected] or via telephone: 215-575-7000 and delete the original message. Unless expressly stated in this e-mail, nothing in this message or any attachment should be construed as a digital or electronic signature or as a legal opinion.

This email has been scanned for email related threats and delivered safely by Mimecast. For more information please visit http://www.mimecast.com


Purchase OrderDate

12/21/2016

P.O. No.

3000284

Vendor

Limitless Mobile

Ship To

Telecycling, LLCAlan Burgess3130 Engineering ParkwayAlpharetta, GA 30004

Telecycling, LLC

3130 Engineering Pkwy.Alpharetta, GA 30004

Buyer Terms

Net 30

Ship ViaPhone

Total"By accepting this purchase order the supplier agrees to acceptOEM opriginal serial numbers instead of 3rd party or internal

serial numbers for RMA purposes."

Item Description Qty Rate Amount

KRC 161 299/2 Erricson 1900 Mhz RRUS 12 B2;Radio Unit, Type B 477 575.00 274,275.00No Payment for for DOA or damaged product

Telecycling reserves the right to cancel PO at it'sdiscretion. PO is valid for 60 days

$274,275.00


APPENDIX [C]

THE EXHIBITS

EXHIBIT C-1(C)


Limitless Mobile LLCSummary of Replacement Cost for Core Equipmentas of November 26, 2017

SUMMARY

Core Equipment 273,896.20$ Core Spares 25,599.34$ APC Racks 38,924.70$ DC Rack - Alpha Tech -$ Non-Ericsson Equipment 19,856.36$ TOTAL 358,276.60$

Line Items Available 166 Line Items Unavailable 116 Total Line Items 282


3G,4G,IMS Core

EPG SSR (SGW) Row/Rack Part # Qty Cost Per Item Total Cost NOTESSSR SSC1-V2 RR3F15 ROA128573/3 5 $1,000.00 $5,000.00SWITCH CARD SSR RR3F15 ROA1284189/1 4 $999.00 $3,996.0040X1 GBIT ETH SSR RR3F15 ROA1284191/1 2 $2,000.00 $4,000.00SWITCH ALARM CARD SSR RR3F15 ROA1284188/1 2 $199.00 $398.00SWITCH PROCESSOR SSR RR3F15 ROA1284190/1 2 $39.99 $79.98SSR 01 Row/Rack Part # Qty Cost Per Item Total Cost40X1 GBIT ETH SSR RR3F13 ROA1284191/1 2 $2,000.00 $4,000.004X10 GE/2X10 GE + 20X1 GE RR3F13 ROA1285017/1 2 N/A $0.00 5017 unit unavailableSWITCH ALRAM CARD SSR RR3F13 ROA1284188/1 2 $199.00 $398.00SWITCH PROCESSOR - 64 RR3F13 ROA1284190/2 2 N/A $0.00 /2 variant unavailableSSR 02 Row/Rack Part # Qty Cost Per Item Total Cost40X1 GBIT ETH SSR RR3F14 ROA1284191/1 2 $2,000.00 $4,000.004X10 GE/2X10 GE + 20X1 GE RR3F14 ROA1285017/1 2 N/A $0.00 5017 unit unavailableSWITCH ALRAM CARD SSR RR3F14 ROA1284188/1 2 $199.00 $398.00SWITCH PROCESSOR - 64 RR3F14 ROA1284190/2 2 N/A $0.00 /2 variant unavailableSGSN-MME Row/Rack Part # Qty Cost Per Item Total CostSCXB2 RR3R10 ROJ208386/2 2 $7,999.00 $15,998.00CMXB3 EGEM2 RR3R10 ROJ208392/11 2 N/A $0.00 Unit not availableGEP3-24GB RR3R10 ROJ208821/3 6 $3,199.00 $19,194.00GEP3-SSD RR3R10 ROJ208842/3 2 N/A $0.00 Unit not availableR3A RR3R10 KDU137557/5 2 N/A $0.00 Unit not availableOSS-RC (Network Management for WCDMA/LTE Access and Core) Row/Rack Part # Qty Cost Per Item Total CostHP BLADE SYSTEM c7000 ENCLOSURE RR1F6 681844-B21 1 $995.00 $995.00HP PROLIANT RR1F6 BL460c Gen8 9 $324.00 $2,916.00 Unit not availableHP 300GB DRIVES RR1F6 653955 18 $45.00 $810.00HP POWER SUPPLY RR1F6 6 $27.00 $162.00MWS RR1F6 1 N/A $0.00 Unit not availableNAS00 RR1F6 1 N/A $0.00 Unit not availableNAS01 RR1F6 1 N/A $0.00 Unit not availableSPS00 RR1F6 1 N/A $0.00 Unit not availableVNX DPE-00 RR1F6 VNX5300 1 $4,000.00 $4,000.00HP STORAGE WORKS (TAPE LIBRARY) RR1F6 MSL4048 1 $157.49 $157.49DELL POWER EDGE (2x600GB DRIVES) RR1F6 R320 1 $359.10 $359.10extreme ethernet switch RR1R6 SUMMIT X469-48t 2 $59.99 $119.98FIBER SWITCH RR1R6 EMC DS-300B 2 $120.00 $240.00CSCF: Row/Rack Part # Qty Cost Per Item Total CostSCXB2 RR3F11 ROJ208386/2 2 $7,999.00 $15,998.00

GEP3-24GB RR3F11 ROJ208821/3 6 $3,199.00 $19,194.00GEP3-HD600 RR3F11 ROJ208844/3 2 N/A $0.00 Unit not availableSBG: Row/Rack Part # Qty Cost Per Item Total CostSCXB2 RR3F11 ROJ208386/2 2 $7,999.00 $15,998.00GEP2-4-QC-HD RR3F11 ROJ208841/2 2 N/A $0.00 Unit not availableMPP4-GE RR3F11 ROJ208371/4 2 N/A $0.00 Unit not availableGEP3-HD300 RR3F11 ROJ208840/3 2 N/A $0.00 Unit not availableISERGIGE RR3F11 ROJ208135/10 2 N/A $0.00 Unit not availableMTAS : Row/Rack Part # Qty Cost Per Item Total CostSCXB2 RR3F11 ROJ208386/2 2 $7,999.00 $15,998.00GEP3-24GB RR3F11 ROJ208821/3 6 $3,199.00 $19,194.00GEP3-HD600 RR3F11 ROJ208844/3 3 N/A $0.00 Unit not availableMSC Row/Rack Part # Qty Cost Per Item Total CostSCB-RP RR3F6 ROJ208323/4 2 N/A $0.00 Unit not availableGESB RR3F6 ROJ208410/2 2 N/A $0.00 Unit not availableGARP-2 RR3F6 ROJ208459/1 9 N/A $0.00 Unit not availableMRS/BGF/MRFP Row/Rack Part # Qty Cost Per Item Total CostSCB-TF RR3R5 ROJ1192334/3 2 N/A $0.00 Unit not availableTUB RR3R5 ROJ1192104/4 2 N/A $0.00 Unit not availableCMXB RR3R5 ROJ208504/1 2 N/A $0.00 Unit not availableGPD RR3R5 ROJ1192106/74 4 N/A $0.00 Unit not availableET-IPT RR3R5 ROJ1192345/1 4 N/A $0.00 Unit not availableMSB AMC Cr RR3R5 ROJ1192331/1 4 N/A $0.00 Unit not availableGPB RR3R5 ROJ1192106/75 2 N/A $0.00 Unit not availableR3B RR3R5 KDU137557/6 2 $99.00 $198.00 Lower-capability replacement. Unit not availableMGW Row/Rack Part # Qty Cost Per Item Total Cost

SCB-TF RR3R6 ROJ1192334/3 2 N/A $0.00 Unit not availableTUB RR3R6 ROJ1192104/4 2 N/A $0.00 Unit not availableGPB RR3R6 ROJ1192106/74 4 N/A $0.00 Unit not availableMSB AMC Cr RR3R6 ROJ1192331/1 2 N/A $0.00 Unit not availableMSB3 RR3R6 ROJ1192201/2 2 N/A $0.00 Unit not availableET-IPG RR3R6 ROJ1192345/1 2 N/A $0.00 Unit not availableET-C41 RR3R6 ROJ1192257/3 4 N/A $0.00 Unit not availableGPB RR3R6 ROJ1192106/75 1 N/A $0.00 Unit not availableR48 RR3R6 KDU137557/3 2 $129.00 $258.00 Lower-capability replacement. Unit not available.AMC GSP mem444 RR3R6 ROJ1192528/1 3 N/A $0.00 Unit not availableCharging System Row/Rack Part # Qty Cost Per Item Total Cost

SCXB2 RR3F10 ROJ208386/2 4 $7,999.00 $31,996.00GEP3-24GB RR3F10 ROJ208821/3 12 $3,199.00 $38,388.00GEP3-HD600 RR3F10 ROJ208844/3 4 N/A $0.00 Unit not availableGEP3-E1/T1 RR3F10 ROJ208830/3 2 N/A $0.00 Unit not availableRNC Row/Rack Part # Qty Cost Per Item Total CostSCB-TF RR3F7 ROJ1192334/3 2 N/A $0.00 Unit not available


TUB RR3F7 ROJ1192104/4 2 N/A $0.00 Unit not availableCMXB RR3F7 ROJ208504/1 2 N/A $0.00 Unit not availableET-IPG RR3F7 ROJ1192345/1 2 N/A $0.00 Unit not availableGPB RR3F7 ROJ1192106/75 7 N/A $0.00 Unit not availableSPB RR3F7 ROJ1192403/1 5 N/A $0.00 Unit not availableQ/E CONV UNIT RR3F7 KDU137557/4 2 $129.99 $259.98 Lower-capability replacement. Unit not available.DSC + PGM Row/Rack Part # Qty Cost Per Item Total CostSCXB3 RR3R7 ROJ208395/1 2 N/A $0.00 Unit not availableSMXA3 EGEM2 RR3R7 ROJ208392/1 2 N/A $0.00 Unit not availableGEP5-1200 RR3R7 ROJ208842/5 2 N/A $0.00 Unit not availableGEP5-48GB RR3R7 ROJ208802/5 2 N/A $0.00 Unit not availableR3A RR3R7 KDU137557/5 2 $129.99 $259.98 Lower-capability replacement. Unit not available.IP/STP01 Row/Rack Part # Qty Cost Per Item Total CostSCXB3 RR3R12 ROJ208395/1 2 N/A $0.00 Unit not availableCMXB3 EGEM2 RR3R12 ROJ208392/1 2 N/A $0.00 Unit not availableGEP5-10GB RR3R12 ROJ208860/5 2 N/A $0.00 Unit not availableMAUB RR3R12 ROJ208460/4 1 N/A $0.00 Unit not availableGEP5-1200 RR3R12 ROJ208842/5 2 N/A $0.00 Unit not availableGEA RR3R12 ROJ208890/2 1 N/A $0.00 Unit not availableIP/STP02 Row/Rack Part # Qty Cost Per Item Total CostSCXB3 RR3F12 ROJ208395/1 2 N/A $0.00 Unit not availableCMXB3 EGEM2 RR3F12 ROJ208392/1 2 N/A $0.00 Unit not availableGEP5-10GB RR3F12 ROJ208860/5 2 N/A $0.00 Unit not availableMAUB RR3F12 ROJ208460/4 1 N/A $0.00 Unit not availableGEP5-1200 RR3F12 ROJ208842/5 2 N/A $0.00 Unit not availableGEA RR3F12 ROJ208890/2 1 N/A $0.00 Unit not availableUNKNOWN (IP/STP) 01 Row/Rack Part # Qty Cost Per Item Total CostSCXB3 RR3R12 ROJ208395/1 2 N/A $0.00 Unit not availableCMXB3 EGEM2 RR3R12 ROJ208392/1 2 N/A $0.00 Unit not availableXDB-2 RR3R12 ROJ208304/2 2 $399.00 $798.00STEB RR3R12 ROJ208325/1 2 N/A $0.00 Unit not availableET155-1-0-2 RR3R12 ROJ208306/2 2 N/A $0.00 Unit not availableIRB RR3R12 ROJ208316/1 1 N/A $0.00 Unit not availableCGB-2CLM890 RR3R12 ROJ208314/2 1 N/A $0.00 Unit not availableCD8 RR3R12 ROJ208315/1 2 N/A $0.00 Unit not availableUNKNOWN (IP/STP) 02 Row/Rack Part # Qty Cost Per Item Total CostSCXB3 RR3F12 ROJ208395/1 2 N/A $0.00 Unit not availableCMXB3 EGEM2 RR3F12 ROJ208392/1 2 N/A $0.00 Unit not availableXDB-2 RR3F12 ROJ208304/2 2 $399.00 $798.00STEB RR3F12 ROJ208325/1 2 N/A $0.00 Unit not availableET155-1-0-2 RR3F12 ROJ208306/2 2 N/A $0.00 Unit not availableIRB RR3F12 ROJ208316/1 1 N/A $0.00 Unit not availableCGB-2CLM890 RR3F12 ROJ208314/2 1 N/A $0.00 Unit not availableCD8 RR3F12 ROJ208315/1 2 N/A $0.00 Unit not availableEPDU1 Row/Rack Part # Qty Cost Per Item Total CostSCD RR3F5 BMG980348/2 1 $294.99 $294.99 Lower capability unit as replacement; unit not avialableCBU-8 RR3F5 BMG980346/2 2 $294.99 $589.98PDU-14 RR3F5 1/BMG980347/2 2 $294.99 $589.98PDU-HC RR3F5 1/BMG980347/3 6 $294.99 $1,769.94EMC (DVD ROM + 1TB DRIVE) RR1F5 SKBFP 1 $129.99 $129.99EMC (4xCPU) RR1F5 VNX5200 1 $3,499.00 $3,499.00EMC2 25x600GB RR1F5 VNX5200 1 $3,499.00 $3,499.00HP BLADE SYSTEM c7000 (32x300GB) + (6xPS) RR1F5 2S1524PF9R 1 $2,500.00 $2,500.00HP 5900 SWITCH RR1F5 1 $644.00 $644.00CHARGING SYSTEM Row/Rack Part # Qty Cost Per Item Total CostSTORAGE BLADES 691649-B21 10 $34.99 $349.90HP STORAGE WPRKS TAPE DRIVES LTO-5 ULTRIUM 3000 10 $175.00 $1,750.00AFG Row/Rack Part # Qty Cost Per Item Total CostHP5900 SERIES SWITCH RR1F8 JC772A 2 $644.00 $1,288.00f5 SWITCH RR1F8 BIG-IP 6900 SERIES 2 $400.00 $800.00STORAGE DRIVES RR1F8 5049034 12 $180.20 $2,162.40HP BLADE SYSTEM c7000 (12x300GB) + (6xPS) RR1F8 2s1524PF9R 1 $1,199.99 $1,199.99MPBN Row/Rack Part # Qty Cost Per Item Total CostORACLE SUN SERVER X4-2-02 RR1F10 33363956+1+1 1 $650.00 $650.00HP IDNS AND EDNS RR1F10+11 293765-001 4 N/A $0.00 Unit not availableJUNIPER SRX 3400 CHASSIS RR1F10+11 COMXK00BRB 2 $1,800.00 $3,600.00JUNPER SRX3K-SFB-12GE RR1F10+11 COUCAPSBAE 2 $250.00 $500.00JUNIPER SRX3K-2XGE-XFP RR1F10+11 COUIA87BAB 4 N/A $0.00 Unit not availableJUNIPER SRX3K-SPC-1-10-40 RR1F10+11 COUCASTBAA 4 $1,121.82 $4,487.28ORACLE SUN SERVER X4-2-01 and x4-2-03 RR1F11 33367489+1+1 2 $1,485.00 $2,970.00EXTREME ETHERNET SWITCH RR1R10 SUMMIT X460-24T 1 $600.00 $600.00ADVOCENT SWITCH RR1R10 ACS6032 1 $199.00 $199.00NTP SERVER RR1R10+11 SYNCSERVER S250 2 $749.00 $1,498.00EMA Row/Rack Part # Qty Cost Per Item Total CostAPC ETHERNET SWITCH RR1F12 2 $29.95 $59.90CISCO 2800 SERIES SWITCH RR1F12 1 $56.25 $56.25DELL STORAGE BLADE (12x600GB) RR1F12 MD3820f 1 $449.10 $449.10HP BLADE SYSTEM c7000 (4x300GB) + (6xPS) RR1F12 E9P82A 1 $1,199.99 $1,199.99SO-EM Row/Rack Part # Qty Cost Per Item Total CostHP DL 380 RR1F12 293765-001 1 $10,000.00 $10,000.00WIRESHARK Row/Rack Part # Qty Cost Per Item Total CostHP P2000 STORAGE BLADE RR1R13 1 N/A $0.00 Unit not available

TOTAL: $273,896.20



EPC (MME, EPG, SAPC): Ericsson Internal Part # Row/Rack Part # Qty Cost Per Item Total Cost NOTESTRX MM 1000Base-SX LC-SFP -5/+85C (1400421-0010) RDH 102 44/1 n/a RDH 102 44/1 1 $250.00 $250.00TRX MM 10Gbase-SR 850nm VCSEL LC-SFP+ receptacle 0/+70C 3.3V RDH 102 50/1 n/a RDH 102 50/1 1 $39.99 $39.99Control Board (CB), Redundant and Spare ROA 219 7813/3 n/a N/A $0.00 Unit not availableRouting Engine Board, Redundant and Spare ROA 219 7814/3 n/a N/A $0.00 Unit not availableFlexible PIC Concentrator - FPC2 ROA 219 7815/1 n/a N/A $0.00 Unit not availableForwarding Engine Board (FEB) ROA 219 7817/1 n/a N/A $0.00 Unit not available4 Port Gigabit Ethernet PIC - Type 2 ROA 219 7819/1 n/a N/A $0.00 Unit not availableGGSN3 Services PIC Type-2 ROA 219 7821/1 n/a N/A $0.00 Unit not availableSCXB2 ROJ 208 386/2 n/a ROJ 208 386/2 1 $8,000.00 $8,000.00CMXB3 EGEM2 ROJ 208 392/1 n/a ROJ 208 392/1 1 $750.00 $750.00GEP3-24GB ROJ 208 821/3 n/a ROJ 208 821/3 1 $499.00 $499.00GEP3-SSD ROJ 208 842/3 n/a ROJ 208 842/3 1 N/A $0.00 Unit not availableGEP3-HD600 ROJ 208 844/3 n/a ROJ 208 844/3 1 N/A $0.00 Unit not availableGigabit Ethernet SX-SFP 1/ROA 219 7766 n/a N/A $0.00 Unit not availablePFM LOD BFB 140 13/2 n/a BFB 140 13/2 1 $199.00 $199.00Subrack + Backplane BFD 538 002/1 n/a BFD 538 002/1 1 $447.64 $447.64DC Power Supply Unit, Redundant and Spare BMR 910 426/3 n/a N/A $0.00 Unit not availableO/E conv.; 1G, 3x10G KDU 137 557/5 n/a N/A $0.00 Unit not available


EQUIPPED MAGAZINE/ISAC SUBRACK+BACKPLANE BFD 508 020/1 n/a BFD 508 020/1 1 N/A $0.00 Unit not availableFAN/FAN BFD 509 08/6 n/a BFD 509 08/6 1 $125.00 $125.00PRINTED BOARD ASSEMB/SCB-RP ROJ 208 323/4 n/a ROJ 208 323/4 1 $490.00 $490.00PRINTED BOARD ASSEMB/GESB ROJ 208 410/2 n/a ROJ 208 410/2 1 $390.00 $390.00PRINTED BOARD ASSEMB/GARP-2 ROJ 208 459/1 n/a ROJ 208 459/1 1 N/A $0.00 Unit not availablePRINTED BOARD ASSEMB/MAUB ROJ 208 460/2 n/a ROJ 208 460/2 1 $550.00 $550.00APUB2 ROJ 208 841/21 n/a ROJ 208 841/21 1 $650.00 $650.00PRINTED BOARD ASSEMB/CPUB-24 ROJ 208 861/2 n/a ROJ 208 861/2 1 N/A $0.00 Unit not availablePRINTED BOARD ASSEMB/GED-SASF ROJ 208 880/21 n/a ROJ 208 880/21 1 $950.00 $950.00GED-DVD ROJ 208 882/2 n/a ROJ 208 882/2 1 $1,250.00 $1,250.00PRINTED BOARD ASSEMB/GEA ROJ 208 890/1 n/a ROJ 208 890/1 1 $550.00 $550.00


FAN UNIT BFB 140 12/1 n/a BFB 140 12/1 1 $6.86 $6.86HCS v3 BFD 528 01/3 n/a BFD 528 01/3 1 N/A $0.00 Unit not availableCONVERTER O/E conv. 1G, 10G KDU 137 557/3 n/a KDU 137 557/3 1 $129.00 $129.00TUB; Timing Unit Board ROJ 119 2104/4 n/a ROJ 119 2104/4 1 $754.63 $754.63PRINTED BOARD ASSEMB GPB; 1,8GHz 2GB/4GB ROJ 119 2106/64 n/a N/A $0.00 Unit not availableGPB; 1,8GHZ 4GB/4GB ROJ 119 2106/65 n/a $149.00 $0.00 Unit not availablePRINTED BOARD ASSEMB/MSB3 ROJ 119 2201/2 n/a ROJ 119 2201/2 1 N/A $0.00 Unit not availablePRINTED BOARD ASSEMB/ET-C41 ROJ 119 2257/2 n/a ROJ 119 2257/2 1 N/A $0.00 Unit not availableMSB AMC Cr ROJ 119 2331/1 n/a ROJ 119 2331/1 1 $1,095.00 $1,095.00AMC DSP 6 4 3 ROJ 119 2333/1 n/a ROJ 119 2333/1 1 $1,095.00 $1,095.00SCB-TF; 4ISL 630Mb/s 3x800W ROJ 119 2334/3 n/a ROJ 119 2334/3 1 $40.00 $40.00ET-IPG;1Gb/s 4prt XAUI ROJ 119 2345/1 n/a ROJ 119 2345/1 1 N/A $0.00 Unit not available


PRODUCT/1000BASE-SX 850NM MM SFP . 1400421-0010 n/a $39.00 $39.00SFP LC STM-1 S1.1 1400729-0027 n/a $50.00 $50.00FAN UNIT BFB 140 12/1 n/a $6.86 $6.86Subrack, pre-assemble level BFC 101 102 n/a N/A $0.00 Unit not availableRECTIFIER/110/220VAC TO 12VDC POWER SUPP BML 161 169 n/a N/A $0.00 Unit not availableO/E conv. 10G, SP KDU 137 557/4 n/a $129.99 $129.99COMBINED UNIT/GPS RECEIVER NOVATEL PROPA KDV1201113/1 n/a N/A $0.00 Unit not availableSET OF MATERIALS/NOVATEL GPS ANTENNA MOD NTM 101 0139 n/a N/A $0.00 Unit not availableTRX MM 10Gbase-SR 850nm VCSEL LC-SFP+ receptacle 0/+70C 3.3V RDH 102 50/1 n/a N/A $0.00 Unit not availableSPB; 5proc 800MHz 1280MB/- ROJ 119 2103/5 n/a $850.00 $850.00TUB; Timing Unit Board ROJ 119 2104/4 n/a $754.63 $754.63GPB; 1,8GHZ 4GB/4GB ROJ 119 2106/65 n/a $149.00 $149.00PRINTED BOARD ASSEMB/ET-MF4;155MB/S 4PTR ROJ 119 2291/1 n/a $199.00 $199.00PRINTED BOARD ASSEMB/ET-MF41;155MB/S 4PR ROJ 119 2294/2 n/a $850.00 $850.00CMXB 10GE Switch 8Front/12Back CPPHPS ROJ 208 504/1 n/a $1,046.75 $1,046.75FAN UNIT/ASSY, FAN TRAY, CHASSIS, SSR n/a BKV106097/1 1 N/A $0.00 Unit not availablePOWER SUPPLY SET/PEM SSR n/a BMK90582/1 1 N/A $0.00 Unit not availableOPTICAL TRANSCEIVER/GIGE MM SX SSR, SFP n/a RDH90198/1 1 $25.00 $25.00OPTICAL TRANSCEIVER/100/1000 TX SSR, SFP n/a RDH901002/1 1 N/A $0.00 Unit not availablePRINTED BOARD ASSEMB/SW Card, S n/a ROA1284189/1 1 $999.00 $999.00PRINTED BOARD ASSEMB/ALSW (Alarm)Card n/a ROA1284188/1 1 $199.00 $199.00PRINTED BOARD ASSEMB/RPSW (controller) Card n/a ROA1284190/1 1 $39.99 $39.99PRINTED BOARD ASSEMB/SMART SERVICE CARD n/a ROA1284573/3 1 N/A $0.00 Unit not availablePRINTED BOARD ASSEMB/40X1 GBIT ETH, SSR n/a ROA1284191/1 1 $2,000.00 $2,000.00PRINTED BOARD ASSEMB/GPB; DUAL CORE 1,5G n/a ROJ1192106/74 1 N/A $0.00 Unit not available


PRINTED BOARD ASSEMB/GPB; DUAL CORE 1,5G n/a ROJ1192106/75 1 N/A $0.00 Unit not availableCONVERTER/O/E CONV.; 6x1G, 6x10G n/a KDU137557/5 1 N/A $0.00 Unit not available

TOTAL: $25,599.34


AC - APC RACKsEquipment Row/Rack Part # Qty Cost Per Item Total CostAPC 42 RU - Rack 1 $600.00 $600.00Power Management 0G-PDP8150G6F 1APC 42 RU - Rack AR3100 1 $600.00 $600.00Power Strip 240 VAC AP8965 2Power Strip 110 VACAPC 42 RU - Rack AR3100 1 $600.00 $600.00Power Strip 240 VAC AP8965 2Power Strip 110 VACAPC 42 RU - Rack AR3100 1 $600.00 $600.00Power Strip 240 VAC AP8965 2Power Strip 110 VACAPC 42 RU - Rack AR3100 1 $600.00 $600.00Power Strip 240 VAC AP8965 2Power Strip 110 VACAPC 42 RU - Rack AR3100 1 $600.00 $600.00Power Strip 240 VAC AP8965 2Power Strip 110 VACAPC 42 RU - Rack AR3100 1 $600.00 $600.00Power Strip 240 VAC AP8965 2Power Strip 110 VACAPC 42 RU - Rack AR3100 1 $600.00 $600.00Power Strip 240 VAC AP8965 2Power Strip 110 VACAPC 42 RU - Rack AR3150 1 $600.00 $600.00Power Strip 240 VACPower Strip 110 VACAPC 42 RU - Rack AR3100 1 $600.00 $600.00Power Strip 240 VAC AP8965 2Power Strip 110 VACAPC 42 RU - Rack AR3100 1 $600.00 $600.00Power Strip 240 VAC AP8965 2Power Strip 110 VACAPC 42 RU - Rack AR3100 1 $600.00 $600.00Power Strip 240 VAC AP8965 2Power Strip 110 VACAPC 42 RU - Rack AR3100 1 $600.00 $600.00Power Strip 240 VAC AP8965 2Power Strip 110 VACAPC 42 RU - Rack AR3100 1 $600.00 $600.00Power Strip 240 VAC AP8965 2Power Strip 110 VAC AP8930 1APC 42 RU - Rack AR3100 1 $600.00 $600.00Power Strip 240 VAC AP8965 2Power Strip 110 VACAPC 42 RU - Rack AR3100 1 $600.00 $600.00Power Strip 240 VAC AP8965 2Power Strip 110 VACAPC 42 RU - Rack 1 $600.00 $600.00Power Management 0G-PDP8150G6F 1

APC 42 RU - Rack 1 $600.00 $600.00Circuit Breaker 1APC 42 RU - Rack 1 $600.00 $600.00Power Management 0G-SYIOF00KMBR 1APC 42 RU - Rack 1 $600.00 $600.00

RR2R2

RR2R3

RR1R17

RR2R1

RR1R15

RR1R16

RR1R13

RR1R14

RR1R11

RR1R12

RR1R10

RR1R7

RR1R8

RR1R5

RR1R6

RR1R3

RR1R4

RR1R1

RR1R2

RR1R9


Fan Units SYPM25KD 5 $1,999.10 $9,995.50APC 42 RU - Rack 1 $600.00 $600.00Batteries SYBTU2-PLP 48 $27.18 $1,304.64APC 42 RU - Rack 1 $600.00 $600.00Batteries SYBTU2-PLP 48 $27.18 $1,304.64

APC 42 RU - Rack 1 $600.00 $600.00Power Strip 240 VAC 0Power Strip 110 VAC 0APC 42 RU - Rack 1 $600.00 $600.00Power Strip 240 VAC 0Power Strip 110 VAC 0APC 42 RU - Rack 1 $600.00 $600.00Power Strip 240 VAC 0Power Strip 110 VAC 0APC 42 RU - Rack 1 $600.00 $600.00Power Strip 240 VAC 0Power Strip 110 VAC 0

APC 42 RU - Rack AR2800X251 1 $600.00 $600.00Power Management (Breakers) PSX-PDU120V#448233 1APC 42 RU - Rack AR2800X101 1 $600.00 $600.00Fan Units SYPM10KF 5 $99.99 $499.95Batteries SYBTU1-PLP 16 $11.50 $184.00Power Supply SYCF40KF 1 $299.99 $299.99APC 42 RU - Rack AR2800X102 1 $600.00 $600.00Batteries SYBTU1-PLP 32 $11.50 $368.00Power Supply SYSFXR8 1 $299.99 $299.99APC 42 RU - Rack AR2800X102 1 $600.00 $600.00Batteries SYBTU1-PLP 32 $11.50 $368.00Power Suppply SYSFXR8 1 $299.99 $299.99APC 42 RU - Rack AR3100 1 $600.00 $600.00Power Strip 240 VAC 2Power Strip 110 VAC 1APC 42 RU - Rack AR3100 1 $600.00 $600.00Power Strip 240 VAC 2Power Strip 110 VAC 1APC 42 RU - Rack AR3100 1 $600.00 $600.00Power Strip 240 VAC 2Power Strip 110 VAC 1APC 42 RU - Rack AR3100 1 $600.00 $600.00Power Strip 240 VAC 2Power Strip 110 VAC 1APC 42 RU - Rack AR3150 1 $600.00 $600.00Power Strip 240 VACPower Strip 110 VACAPC 42 RU - Rack AR3100 1 $600.00 $600.00Power Strip 240 VAC 2Power Strip 110 VAC 1APC 42 RU - Rack AR3100 1 $600.00 $600.00Power Strip 240 VAC 2Power Strip 110 VAC 1APC 42 RU - Rack AR3100 1 $600.00 $600.00Power Strip 240 VAC 2Power Strip 110 VAC 1APC 42 RU - Rack AR3100 1 $600.00 $600.00

RR4R12

RR4R10

RR4R11

RR4R8

RR4R9

RR4R6

RR4R7

RR4R4

RR4R5

RR4R2

RR4R3

RR3R16

RR4R1

RR3R13

RR3R14

RR2R4

RR3R9

RR2R3

RR2R5


Power Strip 240 VAC 2Power Strip 110 VAC 1APC 42 RU - Rack AR3100 1 $600.00 $600.00Power Strip 240 VAC 2Power Strip 110 VAC 1

TOTAL: $38,924.70

RR4R14

RR4R13


DC RACKsEquipment Row/Rack Part # Qty Cost Per Item Total Cost NOTESBatteries RR3F2 ALPHACELL 700HR HIGH RATE UPS PN#1214 20 N/A $0.00 Unit not availableBREAKERS RR3F3 6 N/A $0.00 Unit not availableBREAKERS RR3F4 86 N/A $0.00 Unit not availableFANS RR3F4 13 N/A $0.00 Unit not available

TOTAL: $0.00


Non-Ericsson EquipmentEquipment Row/Rack Part # Qty Cost Per Item Total Cost NOTESGenerator GARAGE GENERAC J1221 1 N/A $0.00 Unit not availableFM-200 Fire Supression FIKE 10-063 1 N/A $0.00 Unit not availableData Air Units GFAD-09134 3 N/A $0.00 Unit not availableAPC ETHERNET SWITCH RR4F8 2 $8.99 $17.98BOARDER ROUTER RR4F8+10 CISCO 4351 2 $1,249.99 $2,499.98FIREWALL RR4F8+10 CISCO ASA 5525-X 2 $2,450.00 $4,900.00CISCO UCS SERVER RR4F8+10 C220 M4 2 $895.00 $1,790.00CISCO SWITCH RR4F10 C3850-NM-4-1G 2 $3,895.61 $7,791.22CISCO SWITCH RR4F10 CATALYST 2960G 2 $32.99 $65.98DELL POWER EDGE SERVER RR4F8+10 R610 5 $210.00 $1,050.00THINKSERVER RR4F8 1 $399.00 $399.00DELL POWER EDGE SERVER RR4F8 1950 1 $109.00 $109.00DELL POWER EDGE SERVER RR4F11 R815 2 $569.00 $1,138.00FAN TRAY RR4F14 WS-C6K-9SLOT-FAN2 1 $39.95 $39.95DELL EQUAL LOGIC RR4F14 PS4000 1 $5.25 $5.25DELL POWER CONNECT RR4F14 5424 2 $5.00 $10.00CISCO ROUTER RR4F14 CATALYST 3550 2 $20.00 $40.00

TOTAL: $19,856.36


APPENDIX [C]

THE EXHIBITS

EXHIBIT C-1(D)


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GCSL Template 2013-11-01

ERICSSON’S GENERAL CONDITIONS FOR SOFTWARE LICENSING The terms and conditions specified below shall apply to the licensing of software (the “Licensed Programs”) and appropriate documentation (the “Documentation”), jointly referred to as the “Deliverables”, as described and listed in a written purchase order (the “Purchase Order”) issued by the relevant Ericsson group company (“Licensee”) to the relevant software licensing company (”Licensor”), unless otherwise agreed in writing in a separate agreement between such parties. For the purposes of this Agreement, “Licensee” shall mean Ericsson and any other company whose votes and/or capital are more than fifty per cent (50%) controlled directly or indirectly by Telefonaktiebolaget LM Ericsson. 1. LICENSE GRANT

1.1 Licensor grants to Licensee the world-wide, non-assignable, non-exclusive license to use and have used and to reproduce and have reproduced the Deliverables, or part thereof, for the follow-ing purposes: (i) to evaluate, develop, modify, test and demon-strate the Deliverables; (ii) to merge and integrate the Delivera-bles into other software and documentation; (iii) to provide ser-vices to Ericsson customers; (iv) to distribute, market, license and sell Ericsson products in which the Licensed Programs are inte-grated and to distribute, market, license and sell Documentation in connection with or for the use with Ericsson products; and (v) to use internally within the Ericsson group; (vi) to make as many copies of the Deliverables as required to for back-up purposes. Licensee shall have the right to sublicense the rights in this Sec-tion 1.1 (iii) – (vi).

1.2 The Licensed Programs may not be decompiled or reverse engineered except to the extent required to obtain interoperability with other independently created software or as permitted by compulsory law. The Licensed Programs shall be provided with-out any kind of locking mechanisms. Licensee and sublicensees shall be entitled to transfer copies of the Licensed Programs between users, computers, servers or networks within the respec-tive organizations.

1.3 Licensor shall retain on behalf of itself or the original owner, title to any intellectual property rights in the Deliverables and no ownership rights to the Deliverables shall be transferred hereun-der to Licensee and sublicensees.

2. DELIVERY

Licensor shall, unless otherwise agreed, deliver the ordered number of copies of the Deliverables to Licensee through a web-based system within two (2) business days after receipt of Pur-chase Order and on requested tangible media and format within two (2) weeks after receipt of said Purchase Order. The delivery term for the Deliverables shall be DAP (Delivery At Place) INCO-TERMS 2010. Point of delivery shall be stipulated in the relevant purchase order. Upon the first delivery of any Deliverables, the Purchase Order, including these terms and conditions, shall be deemed accepted by Licensor and the parties thereby agree that these terms and conditions shall apply to Licensee’s licensing of the Deliverables from Licensor.

3. FEES

The license fees, support and maintenance fees shall be set out in the Purchase Order.

4. MAINTENANCE AND SUPPORT

If stated in the Purchase Order, Licensor shall provide mainte-nance and support services regarding the Deliverables in accord-ance with Licensee’s written instructions and the terms and condi-tions as set out in Appendix A.

5. EXPORT

Licensor shall obtain and maintain any export licenses required for delivery of Deliverables to Licensee. Licensor shall inform of and issue all documentation which may be required by law, regu-lation or reasonably requested by Licensee regarding the export, import or re-export of Deliverables. Licensor is responsible to provide the relevant export control commodity numbers (the “ECCN codes”) of products according to US and EU export ad-ministration regulations or the corresponding data according to other applicable regulations. This information shall be updated on an ongoing basis every time a non-insignificant update is provided or when new regulations come into effect.

6. WARRANTY

6.1 Licensor warrants that i) it has and will maintain sufficient rights and interests in the Deliverables, including Licensor’s and any third party intellectual property rights (as applicable), to grant the rights and licenses granted hereunder; ii) the Licensed Pro-grams will perform in accordance with and conform to the relevant specification and meet what otherwise have been agreed upon in writing; iii) updates provided by Licensor will not have an adverse effect on the overall performance and functioning of the Licensed Programs and are fully backwards compatible with previously delivered Licensed Programs and updates, unless otherwise agreed in writing by the parties; iv) all deliveries of Deliverables to Licensee shall be performed in accordance with the Purchase Order and these terms and conditions; and (v) the Licensed Pro-grams does not and will not contain (a) program code, program-ming instruction or set of instructions that is intentionally con-structed with the ability to damage, interfere with, disable or oth-erwise adversely affect any software, (b) open source software, (c) third party software not included in the license granted herein or (d) any malicious code, program, or other like mechanism, e.g. computer virus, computer worm, computer time bomb, or similar component, which could damage, destroy, or alter the Licensed Programs or which could, in any manner, reveal, damage destroy, or alter any data or other information accessed through or pro-cessed by the Licensed Programs.

6.2 The warranty in Section 6.1 (ii) and 6.1 (iii) shall only apply to defects and non-conformities reported in writing during a period of twelve (12) months from the delivery to Licensee of the Delivera-bles and of each update. During said period, Licensor undertakes to promptly correct any such non-conformity or defect.

7. CONFIDENTIALITY

7.1 The parties shall maintain confidentiality and may not, without the other party’s prior consent, disclose to any third party any documentation and any information designated by the furnishing party as confidential, whether of a commercial or a technical nature, furnished by the other party. Licensee may however, disclose such documentation and information to subcontractors and sublicensees under similar conditions of confidentiality to the extent necessary to enable Licensee to exercise the rights grant-ed hereunder.

7.2 Neither party shall be liable for disclosing any such infor-mation if it was: (a) public knowledge at the time of disclosure or thereafter becomes generally known other than through an act of negligence by the receiving party; (b) already known to the other party prior to its receipt from the disclosing party; c) demonstrably developed at any time by the receiving party without any connec-tion to the information received hereunder; (d) rightfully obtained by a party from other unrestricted sources; or (e) disclosed with the prior written permission of the disclosing party.

7.3 Licensor shall not, and shall ensure that any of its subcontrac-tors do not advertise, publish or otherwise disclose the appoint-ment of Licensor, the terms of this agreement without Licensee’s prior written approval. All copies of material relating thereto which are intended for publication in any form must first be submitted to Licensee for approval.

8. INFRINGEMENTS

8.1 Licensor shall defend, indemnify and hold harmless Licensee, subcontractors and any sublicensees from and against any dam-ages, costs and expenses (including reasonable fees of attorneys and other professionals) incurred as a result of any claim, suit or proceeding brought against any of them based on the allegation that the use of any Licensed Programs or Documentation consti-tutes an infringement of any intellectual property rights or applica-


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tions thereof or an unauthorized use of know-how, trade secrets or other proprietary rights (“Infringement Claim”).

8.2 If an Infringement Claim occurs; then (a) Licensee shall notify Licensor about this in writing; (b) to the extent that Licensee itself has the right to control the defense of the Infringement Claim, Licensor shall have the right to control the defense, but only if (i) Licensor notifies Licensee in writing of its intent to control the defense within ten (10) Business Days of Licensee providing notice above; (ii) Licensor first commits to defend and indemnify Licensee, subcontractors and Sublicensees as set out in this Section 8; and (iii) Licensee has the right to participate in the defense; and (c) if Licensor does not exercise its rights under this section, Licensor shall have the right to defend and/or settle the Infringement Claim and seek reimbursement for any costs, ex-penses and damages from Licensor.

8.2 In the event that the Licensed Programs or Documentation or any part thereof is in such suit held to constitute an infringement and/or its further use, sale, distribution or other disposal is en-joined, Licensor shall promptly, at its own expense and at its option, either: (a) procure for Licensee and sublicensees the right to continue the use, sale, distribution or other disposal of the Deliverables; (b) replace the infringing Deliverables with non-infringing software programs and documentation of equivalent function and performance; or (c) modify the Deliverables so that they become non-infringing without detracting from function or performance.

9. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CON-SEQUENTIAL, PUNITIVE OR TORT DAMAGES OF ANY NA-TURE OR KIND WHATSOEVER, INCLUDING BUT NOT LIM-ITED TO LOST PROFITS, IN CONNECTION WITH OR ARISING OUT OF THE USE OR LICENSING OF DELIVERABLES, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSI-BILITY OF SUCH DAMAGES. THIS SECTION 9 SHALL HOW-EVER NOT APPLY TO DAMAGES WITH RESPECT TO BREACH OF SECTIONS 6 (WARRANTY), 7 (CONFIDENTIALI-TY) AND 8 (INFRINGEMENTS) OR IF THE DEFAULTING HAS BEEN ACTING WITH GROSS NEGLIGENCE OR WITH WILL-FULL MISCONDUCT.

10. TERM AND TERMINATION

10.1 The agreement based on these terms and conditions shall come into force upon the first delivery of the Deliverables and shall remain valid for a period of five (5) years if not terminated in accordance with the provisions of this agreement. Such agree-ment will be automatically renewed for successive terms of two (2) years each unless either party provides the other party with a written notice of termination at least one (1) year prior to the expiration of the then existing term.

10.2 In case of substantial breach of an agreement based on these terms and conditions by either party not remedied within thirty (30) days from the other party's notice thereof, or in case either party should become bankrupt or insolvent, the other party shall have the right to terminate such agreement with immediate effect. If so terminated by Licensor, all rights and licenses in respect of the Deliverables furnished hereunder shall cease. If so terminated by Ericsson, all such rights and licenses shall contin-ue.

10.3 Provisions contained in these terms and conditions that are expressed or by their sense and context are intended to survive the expiration or termination of any agreement based hereon, shall so survive the expiration or termination.

11. MISCELLANEOUS

11.1 Licensor undertakes to comply with the applicable require-ments in the Licensee’s Code of Conduct. The latest version of the Licensee’s Code of Conduct can be found at: http://www.ericsson.com/ericsson/corporate_responsibility/doc/codeofconduct.pdf

11.2 The Purchase order and these terms and conditions contain the entire agreement between the parties on the subject matter of

this agreement, and supersede all undertakings and agreements previously made between the parties with respect hereto. These terms and conditions may be modified only by a written document duly signed by both parties and referencing these terms and conditions.

11.3 The failure by either party to enforce any provisions hereof or to exercise any right in respect thereto shall not be construed as constituting a waiver of its rights thereof.

11.4 If any provision hereof would at any time be in conflict with any law or regulation compulsorily applicable to these terms and conditions, the parties shall endeavour to amend such provision, so that the intent of this agreement may be carried out to the extent legally possible. The invalidity, because of any such law or regulation, of provisions of these terms and conditions which are not funda-mental to its performance shall not relieve any party from its obligations under the other provisions of these terms and conditions, nor deprive any party of the benefits of such other provisions.

11.4 Neither party may assign an agreement based on these terms and conditions without the prior written consent of the other party. Such consent shall not be unreasonably withheld. Notwith-standing this, Licensee shall always be entitled to assign such agreement to any other company whose votes and/or capital are more than fifty per cent (50%) controlled directly or indirectly by Telefonaktiebolaget LM Ericsson.

11.6 All notices required or authorised hereunder shall be effec-tive upon delivery if delivered in person or five days after posting if posted first class, certified, postage prepaid, addressed to the addresses listed on page one, or to such other address that either party provides by advance written notice in the manner set out above.

12. GOVERNING LAW AND ARBITRATION

12.1 The laws of Sweden (excluding its conflict of law principles) govern this agreement.

12.2 Any dispute or difference between the parties arising out of or in connection with this agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Com-merce in Stockholm, Sweden, by three (3) arbitrators, appointed in accordance with the said Rules. The arbitration proceedings shall be conducted in the English language. Any awards may be enforced by any court or authority having jurisdiction.

All arbitral proceedings conducted under this section shall be kept confidential, and all information, documentation or materials in whatever form disclosed in the course of such arbitral proceeding shall be used solely for the purpose of those proceedings.


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APPENDIX A TO GENERAL CONDITIONS FOR SOFTWARE LICENSING

1. MAINTENANCE AND SUPPORT

If ordered in the Purchase Order by Licensee, Licensor shall provide maintenance and support services in accordance with this Appendix A.

1.1 HELPDESK

Licensor shall during regular business hours provide consultation and advice to Licensee regarding installation, operation and maintenance of the Deliverables. Further, general advice regard-ing submitted service requests shall be given. The Helpdesk Services shall primarily be provided by telephone or by electronic mail support.

1.2 REPORTING OF SR

Any service request (“SR”) shall be sent to Licensor’s contact person by electronic mail. During the SR analysis Licensee under-takes to provide Licensor with reasonable assistance in reproduc-ing the error.

Each SR shall contain the following information: (a) Licensee product identification number, (b) Licensee SR identification number, (c) The Severity Level - High ; Medium or Low Severity, (d) A description of the commands and procedures that reveal the error; and (e) A short description of the error and its impact on Licensed Programs’ performance.

The following additional information may be included if deemed necessary: (a) A description of the hardware and software envi-ronment, (b) specification of the version or release of the software of the relevant Licensed Program (or part thereof), (c) Examples of input, the resulting output and the expected output, and

(d) Any special information to fulfill the SR or circumstances surrounding the discovery of the error.

For each SR, Licensor undertakes to: (a) Confirm its receipt of the SR by Licensee’s SR tool or electronic mail within the time peri-ods set out in Section 1.5. The confirmation shall contain Licen-sor’s identification number as well as Licensee’s SR identification number, to be used in the subsequent communication between the parties, (b) Analyze the SR, verify the existence of the errors and note the Severity Level, and (c) Advise Licensee of any per-ceivable impact which a correction may have on the Deliverables.

1.3 CLASSIFICATION OF SR

Licensee shall classify SR answer priority with Severity Levels High, Medium or Low Severity dependent on the severity of the error, according to the definitions below. Re-classification of a Severity Level may be done by mutual agreement by the parties. The following four Severity Levels shall be used in order to classi-fy the SR answer priority. The issuer of the SR shall set the priori-ty.

High Severity Error. The presence of a High Severity Error implies that Deliverables cannot be substantially used, or have a major negative impact on the total system operation, system functionali-ty, or system reliability with regard to Licensee’s systems.

Medium Severity Error. The presence of a Medium Severity Error seriously affects the functionality of the Deliverables, but can be circumvented so that the Deliverables can be used, or implies that a program or function in the Deliverables cannot be used although other programs or functions remain unaffected, or implies that the Deliverables as a whole function but a certain function are some-what disabled, give incorrect results or do not conform to the Documentation or any agreed standards.

Low Severity Error. A Low Severity Error has no significant effect on the functionality of the Licensed Programs or the usability of the Documentation.

1.4 CORRECTION OF ERRORS

High Severity Error. For errors classified as High Severity, Licen-sor shall first create a temporary remedy in order to solve the

critical situation, and thereafter a final remedy. Licensor shall use its constant and best efforts to complete the temporary remedy and the final remedy as soon as possible but never later than within the time period set out in Section 1.5. Licensor shall con-stantly keep Licensee informed of the progress of the correction work as well as, at Licensee’s request, provide Licensee with written progress reports.

Medium Severity Error. For errors classified as Medium Severity, Licensor shall first create a temporary remedy and thereafter a final remedy. The temporary remedy and the final remedy shall both be completed no later than within the time periods set out in Section 1.5. Licensor shall report progress as reasonably re-quested by Licensee.

Low Severity Error. For errors classified as Low Severity , Licen-sor shall examine and create a remedy as soon as reasonably possible with regard to Licensor’s then current workload and planning but not later than within the time period set out in Section 4.5.

1.5 RESPONSE TIMES AND REMEDY TIMES

Response Times and Remedy Times measured from the time of submitting an SR.

SR Type/Activity Confirm receipt of SR

Temporary remedy

Final remedy

Correction of High Severity Errors

24 hours 48 hours 10 business days

Correction of Medium Severity Errors

2 business days 10 business days

20 business days

Correction of Low Severity Errors

10 business days

NA Next update

1.6 PROVISION OF UPDATES

Licensor shall, when an update has been released, upon Licen-see’s request without delay provide Licensee with such update at no extra cost for Licensee as long as the agreement referencing these terms and conditions is in effect. Any Licensed Programs being updated according to this Appendix A shall become a Li-censed Program and all updates shall be provided under the terms and conditions set out in the software license agreement. Licensee reserves the right to decide if or when an update shall be installed.


APPENDIX [C]

THE EXHIBITS

EXHIBIT C-2


Exhibit C-2(a)

Limitless Mobile LLC: DCF Sensitivity Analysis$ thousands Weighted Average Cost of Capital:[ A ]

9.2% 10.2% 11.2% 12.2% 13.2%

Present value of free cash flow for:[ B ]

2018 to 2019 (2 years) ($ 4,393) ($ 4,362) ($ 4,332) ($ 4,303) ($ 4,273)2018 to 2020 (3 years) 490 389 292 199 110

Source: Management reports; Gavin/Solmonese analysis

[ A ] Range of WACC rates based on deterimation that the WACC for the subject company is 11.1%; see Exhibit C-2(c ) for additional details[ B ] Discounts free cash flow before financing by corresponding WACC rate; see Exhibit C-2(b) and Exhibit C-2(d) for additional details


Exhibit C-2(b)

Limitless Mobile LLC: Free Cash Flow Assumptions$ thousands For the period ending December 31,:

Notes 2018 2019 2020 2021 2022

EBITDA [ A ] ($ 1,739) $ 1,436 $ 4,555 $ 8,573 $ 11,511LESS: Taxes [ B ] - - - (543) (3,042) NOPLAT [ C ] ($ 1,739) $ 1,436 $ 4,555 $ 8,030 $ 8,469PLUS:

Operating cash flow [ A ] ($ 3,705) $ 316 $ 2,808 $ 7,140 $ 10,453Investment cash flow [ A ] ($ 500) ($ 500) ($ 1,000) ($ 2,000) ($ 2,000)

Free Cash Flow Before Financing [ D ] ($ 5,944) $ 1,252 $ 6,363 $ 13,170 $ 16,921

Source: Management reports; G/S analysis

[ A ] Source: Plan of Reorganization (dk# 507), Exhibit A[ B ] See Exhibit C-2(c ) for calculation details[ C ] NOPLAT = Net Operating Profit or Loss After Tax (EBITDA less taxes)[ D ] Free Cash Flow Before Financing = NOPLAT plus changes in operating and investment cash flows


Exhibit C-2(c )

Limitless Mobile LLC: NOL Analysis$ thousands For the period ending December 31,:

Notes 2018 2019 2020 2021 2022

Pre-tax income/(loss) [ A ] ($ 4,558) ($ 1,382) $ 1,736 $ 5,755 $ 8,693Corporate tax rate [ B ] 35.0% 35.0% 35.0% 35.0% 35.0%

Beginning Net Operating Loss (NOL) balance - (4,558) (5,940) (4,204) - New NOLs [ C ] (4,558) (1,382) - - - Used NOLs [ D ] - - 1,736 4,204 -

Ending NOL Balance [ E ] (4,558) (5,940) (4,204) - -

Estimated NOPLAT tax liability:Pre-tax income/(loss) [ A ] ($ 4,558) ($ 1,382) $ 1,736 $ 5,755 $ 8,693NOL offsets to pre-tax income/(loss) [ D ] - - (1,736) (4,204) - Pre-tax income subject to tax [ F ] - - - 1,551 8,693

Tax liability [ G ] - - - 543 3,042

Source: Management reports; Gavin/Solmonese analysis

[ A ] Source: Plan of Reorganization (dk# 507), Exhibit A[ B ] Assumes the federal corporate tax rate; no assumption made for state and local income taxes[ C ] New NOLs equal to any pre-tax loss for the corresponding period[ D ] In periods where Debtor projects taxable income, used NOLs will equal the smaller amount of (i) total taxable income or (ii) Debtor's available NOL balance[ E ] Ending NOL balance equals the starting NOL balance plus new NOLs less used NOLs[ F ] Pre-tax income less NOL offsets[ G ] Tax liability = Pre-tax income subject to tax multiplied by corporate tax rate


Exhibit C-2(d)

Limitless Mobile LLC: WACC CalculationFor the period ending December 31,:

Notes 2018 2019 2020 2021 2022

Debt ($ thousands) [ A ] $ 11,211 $ 11,930 $ 12,142 $ 12,634 $ 13,058Equity ($ thousands) [ A ] 10,153 8,771 10,507 16,262 24,955

Debt weighting [ B ] 52.5% 57.6% 53.6% 43.7% 34.4%Equity weighting [ C ] 47.5% 42.4% 46.4% 56.3% 65.6%Cost of Debt [ D ] 5.6% 5.8% 5.9% 6.0% 6.1%Cost of Equity [ L ] 17.0% 17.5% 17.1% 16.3% 15.7%Effective tax rate [ E ] 0.0% 0.0% 0.0% 9.4% 35.0%

WACC [ F ] 11.0% 10.8% 11.1% 11.6% 11.7%

Cost of EquityRisk-free rate [ G ] 1.62% 1.77% 1.88% 2.00% 2.11%Unlevered beta [ H ] 0.34 0.34 0.34 0.34 0.34 Levered beta [ I ] 0.72 0.81 0.74 0.58 0.46 Market risk premium [ J ] 5.77% 5.60% 5.44% 5.27% 5.10%Size risk premium [ K ] 11.25% 11.25% 11.25% 11.25% 11.25%

Cost of Equity [ L ] 17.03% 17.54% 17.14% 16.31% 15.70%

Cost of Debt AssumptionsTreasury rates [ M ] 1.62% 1.77% 1.88% 2.00% 2.11%Debt spread to treasuries [ N ] 3.00% 3.00% 3.00% 3.00% 3.00%Est. avg. US prime rate [ O ] 4.62% 4.77% 4.88% 5.00% 5.11%

Source: Gavin/Solmonese analysis

[ A ] Source: Plan of Reorganization (dk# 507), Exhibit A[ B ] Debt weighting from 2018 to 2022 = Debt / (Debt + Equity); terminal value assumes the industry average debt weighting (see Exhibit C-2(e) for details)[ C ] Equity weighting = 1 minus the debt weight for the corresponding period[ D ] Cost of debt assumes Plan rate of Prime plus 1.00%; see notes [ J ], [ K ], and [ L ] for additional details[ E ] Effective tax rate = tax liability / pre-tax income; see Exhibit C-2(c ) for additional details[ F ] WACC = [ debt weighting * cost of debt ] + [ equity weighting * cost of equity * ( 1 - effective tax rate) ][ G ] The risk-free rate as of the Valuation Date = rates on Treasury obligations with durations comparable to that for each discounting period[ H ] Industry average unlevered beta for wireless service providers; see for additional details[ I ] Relevers betas using debt-to-equity ratios and effective tax rates for each respective year[ J ] Market risk premium (MRP) = expected return of equities over comparable duration risk-free assets; for additional details see Exhibit C-2(f)[ K ] Premium assigned to Debtor based on its smaller size relative to the average firm represented in the Beta calculation; for additional details, see Exhibit C-2(g)[ L ] Cost of Equity = risk free rate + (unlevered beta x MRP) + size risk premium [ M ] Yield on Treasury obligations of comparable durations to each respective discount period as of the Valuation Date[ N ] Assumes the prime rate will be 3.00% over treasury rates; the Nov. 22 prime rate is 4.25% in comparison to rates for 1 month treasury securities which is 1.15% [ O ] Treasury rates plus the assumed spread of the prime rate over treasury rates


Exhibit C-2(e)

Beta Calculation: Wireless Telecommunication Market (a)$ thousands unless otherwise stated Levered Mkt. Val. Net Pref. Minority Total Debt / Debt/ Eff. Tax Unlevered

Name Ticker Beta Equity Debt Equity Interests Capital T. Capital Equity Rate Beta

AT&T Inc. T 0.409 $ 214,067 $ 116,114 $ - $ 1,149 $ 331,330 35.0% 54.0% 32.6% 0.300

CenturyLink, Inc. CTL 0.870 15,330 24,818 - - 40,148 61.8% 161.9% 43.9% 0.456

Sprint Corporation S 0.828 24,602 31,966 - - 56,568 56.5% 129.9% 0.0% 0.360

T-Mobile US, Inc. TMUS 0.286 51,041 30,167 - - 81,208 37.1% 59.1% 27.3% 0.200

Verizon Communications Inc. VZ 0.547 192,142 113,193 - 1,603 306,938 36.9% 58.4% 33.5% 0.394

Average 0.588 45.5% 27.5% 0.342

Source: Capital IQ; Gavin/Solmonese analysis


Exhibit C-2(f)

Market Risk Premium (MRP) Calculation

Notes 2017 2018 2019 2020 2021 2022

1928 - 2017 Q3 MRP for: [ A ]

Treasury Bills 5.77%

Treasury Bonds 4.25%

Base MRP [ B ] 5.77% 5.60% 5.44% 5.27% 5.10%

Source: Capital IQ; Gavin/Solmonese

[ A ] Geometric average returns of the S&P 500 over US Treasury Bills and US Treasury Bonds[ B ] Assumes an MRP in 2018 equal to the calculated geometric return for Treasury bills and a MRP in the Terminal Year equal to the geometric return for

Treasury bonds; the MRP is assumed to gradually approach the terminal rate over ten years and then to be the long-term rate thereafter


Exhibit C-2(g)

Size Risk Premium (SRP) Calculation

Notes 2018 2019 2020 2021 2022

Assumed Size Risk Premium (a) [ A ] 11.25% 11.25% 11.25% 11.25% 11.25%

Assumed SRPAssumed Market Capitalization [ B ] $2.60 to $ 73.5 million, which relates to the 10z decile

Starting SRP [ C ] 11.25% 10z decile Ending SRP [ C ] 11.25% 10z decile

Source: Duff & Phelps, 2017 Valuation Handbook ; Gavin/Solmonese analysis

[ A ] Assumes a starting SRP which migrates towards the ending SRP (see below notes for details)[ B ] The SRP is based on the size of the subject company, measured by market capitalization (the market value of equity represented by shares outstanding);

given analysis of the subject company, G/S has listed the only range (i..e that for the 10z decile) that is applicable[ C ] SRP for the 10z decile per the Duff & Phelps 2017 Valuation Handbook


EXHIBIT C-2(h)

Sources

Document Author Date Description Financial Statements

Debtor 10/11/17 Financial projections from the Debtor’s Plan of Reorganization (dk# 507), Exhibit A

Book Association of Insolvency and Restructuring Advisors

7/1/2008 CDBV Study Course, Part 3: Application of Business Valuation Concepts to Bankruptcy and Other Distressed Situation

Book Weil, Wagner, Frank 2001 Litigation Services Handbook: The Role of the Financial Expert, Third Edition

Book A. Damodaran 2001 The Dark Side of Valuation : Valuing Old Tech, New Tech, and New Economy Companies, Second Edition

Report A. Damodaran September 2008 (with an October update reflecting the market crisis)

Equity Risk Premiums (ERP): Determinants, Estimation and Implications

Code of Ethics

Turnaround Management Association

2006

Rule 201 & 202

American Institute of CPAs 1/12/1988 AICPA Code of Professional Conduct

Special Report

American Institute of CPAs 2003 Litigation Services and Applicable Professional Standards

Standards American Institute of CPAs 2004 Statement on Standards for Consulting Services No. 1

Study Capital IQ Misc Research of comparable companies and market data associated with such companies and other variables required as input for a determination of WACC

Book Duff & Phelps 2017 Valuation Handbook


IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

)

In re: ) Chapter 11

) LIMITLESS MOBILE, LLC, ) Case No. 16-12685 (KJC)

) Debtor. )

)

CERTIFICATE OF SERVICE

I, Lucian B. Murley, hereby certify that on November 27, 2017, I caused a copy of the

Notice of Filing of Report of Stanley W. Mastil, CFF, CPA in Connection with November 28,

2017 Hearing to Confirm the Fourth Amended Plan of Reorganization of Limitless Mobile, LLC

to be served electronically with the Court and served through the Court's CM/ECF system upon

all registered electronic filers appearing in this case who consented to electronic service and via

Electronic Mail on the parties on the attached service list.

SAUL EWING ARNSTEIN & LEHR LLP

By:

Lucian B. Murley (DE Bar No. 4892)

1201 N. Market Street, Suite 2300

P. 0. Box 1266 Wilmington, DE 19899

(302) 421-6898

Dated: November 27, 2017

670962.1 11/27/2017


LIMITLESS MOBILE LLC Service List

Martin J. Weis, Esquire Jesse N. Silverman, Esquire

Dilworth Paxson LLP One Customs House — Suite 500

704 King Street

P.O. Box 1031 Wilmington, DE 19899-1031

Hannah Mufson McCollum, Esquire

Office of the United States Trustee J. Caleb Boggs Federal Building

844 King Street, Suite 2207 Wilmington, DE 19801

Ronald S. Gellert, Esquire

Evan W. Rassman, Esquire Gellert Scali Busenkell & Brown, LLC

1201 North Orange Street, Suite 300


Kevin J. Mangan, Esquire

Morgan L. Patterson, Esquire Womble Bond Dickinson (US) LLP 222 Delaware Avenue, Suite 1501


Regina Stango Kelbon, Esquire

Blank Rome LLP 1201 N. Market Street, Suite 800


Thomas M. Horan, Esquire

Shaw Fishman Glantz & Towbin LLC

300 Delaware Avenue, Suite 1370


Lawrence G. McMichael, Esquire Catherine G. Pappas, Esquire

Dilworth Paxson LLP 1500 Market Street, Suite 3500 E

Philadelphia, PA 19102

Julian D. Corelli, Esquire William R. Wagner, Esquire

Pepper Hamilton LLP 3000 Two Logan Square

Eighteenth and Arch Streets Philadelphia, PA 19103-2700

George M. Lutz, Esquire Hartman, Valerian°, Magovern & Lutz

1100 Berkshire Blvd., Suite 301 Wyomissing, PA 19610

Joseph H. Lemkin, Esquire

Timothy P. Duggan, Esquire

Stark & Stark, P.C.

P.O. Box 5315

Princeton, NJ 08543

Gregory F. Vizza, Esquire

Blank Rome LLP One Logan Square 130 North 18th Street Philadelphia, PA 19103-6998

Christopher B. Wick, Esquire Hahn Loeser & Parks LLP

200 Public Square, Suite 2800

Cleveland, OH 44114

Mitchell Zeff, Esquire United States Department of Justice Civil Division, Commercial Litigation Branch

1100 L Street, NW., Room 10054

Washington, D.C. 20044

670962.1 11/27/2017
