AFFIDAVIT OF KEVIN BRIAN COXPAGE 2

7. By the fall of 2010, approximately one year after the original sale of the companies of

which I was part owner, I decided that I wanted to end my employment by Three Dawg

and run my own company. To that end, Mr. Biddix and I agreed that I would purchase

True Wireless from Three Dawg. We executed the sales contract in November 2010, and

the sale closed on January 7, 2011.

8. As of that date, I became 100% owner of True Wireless, LLC. As of that date, all

ownership and management relationship between True Wireless and myself, on the one

hand, and ATMS, Mr. Biddix, and his affiliated companies, on the other, came to an end.

From that date forward, I have had no ownership interest in, or role in the management

of, any of Mr. Biddix's companies. From that date forward, Mr. Biddix and his affiliated

companies have had no ownership interest in, and no role in the management of, True

Wireless.

9. The contract under which I purchased True Wireless provides that if I sell True Wireless

to a third party, then a portion of that sales price is to be remitted to Mr. Biddix. Mr.

Biddix, however, has no right to participate in the profits or revenues of True Wireless,

no right of first refusal with respect to any such sale, and no right to participate in the

management of True Wireless. This contract provision is entirely monetary in nature and

only comes into play if I sell True Wireless. The contract contains a parallel provision

regarding any future sale of Conexions, LLC; I would receive a portion of the sales price

of that entity were it to be sold to a third party, but I have no right to participate in the

profits or revenues of Conexions, no right of first refusal with respect to any sale of that

company, and no right to participate in its management.

AFFIDAVIT OF KEVIN BRIAN COXPAGE 3

10. In connection with my purchase of True Wireless, certain personnel who had worked

with me at the firms sold in 2009 to Mr. Biddix, and who had continued to work for the

now ATMS-owned companies after the 2009 sale, left those companies and became

employees ofTrue Wireless.

Dated: May 31, 2011

EXHIBIT 10

USACHigh Cost and Low Income Division

Via Electronic Mail & Certified Mail

May 19,2011

Chris MeltonTrue Wireless, LLC d/b/a Concxion Wireless3124 Brother Blvd., Suite 104Bartlett, TN 38133

Thomas BiddixConexion Wireless6905 N. Wickham DriveSuite 403Melbourne, FL 32940

Re: Federal Low Income Program Support Payments for True Wireless, LLC d/b/a. Conexion Wireless (SACs 439038 and 449060)

Dear Messrs. Melton and Biddix:

The Universal Service Administrative Company (USAC) bas been made aware that theFlorida Public Service Commission is currently conducting an investigation involving thecompanies currently owned by Associated Telecommunications Management Services, LLC(ATMS) located at 6905 N. Wickham Drive, Suite 403, Melbourne, FL 32940. As a result ofthis investigation, pursuant to USAC's authority set forth in 47 C.F.R. § 54.707 to "establishprocedures to verify ... support amounts," and consistent with USAC past practice, USACwill no longer pay True Wireless, LLC d/b/a Conexion Wireless projected federal LowIncome Program support. Instead, beginning in May 2011, USAC will pay Low IncomeProgram support based on actual support claims (i.e., the amount claimed on the FCC Fonn497) made by True Wireless, LLC d/b/a Conexion Wireless. IJSAC will not pay thiscompany based on USAC-generated projections that are later subject to a true-up with thecompany's submitted FCC Forms 497.

Please contact me if you have any questions.

incerely,

~~Pamela GallantDirector, Low Income Progr'dll1

2000 L Street N IN Suite 200 Washington DC 20036 Voice 202776.0200 Fax 202 7760080 wv.w usae :>r9

EXHIBIT 11

From:To:Subject:Date:Attachments:

Johnnay,

Frappier, Danlelle"1scbr!eber1liln8G ora"True WirelessTuesday, May 24, 201111:55:00 AMTrue WIre!ess 1lurdJa5e Agreement pdf

I received your voicemail requesting a copy of the purchase agreement for the sale of True

Wireless from Tom Biddix to Kevin Brian Cox. Please find relevant pages of the agreement

in the attached file.

Best regards,

Danielle

Danlelle Frappier I Davis Wright Tremaine LLP

1919 Pennsylvania Avenue NW, Suite 800 I washington. DC 20006-3401

Direct Tel: (202) 973-4242 I Fax: (202) 973-4442

Email·daQjellef@Qpier@dwt.comIWebsite: www dw! com

Anchorage IIIeIIevue Ilos Ang6s INew York IPortland ISan Froocisco ISeallle IShaoghai I Washington, D.C.

Subscribe bile I8W OW[ Broadband Law Advisor b r&eeMI up-tHla19 insight and ilbmalion on lhe FCC's etrats to implement lhe NalionaI Broadband PIal.

MEMBERSHiP I TEREST PURCHASE AGREEMENT

THiS ~}EM8ERSH!P ti'HEFEST F'URCHA.SE AGREEMEfH (",tI.gre2ment ') is ciatec' [\;OV2rnoer_,--/..:.g_~..J.i 2C1D (n::gardlE:ss of ,,'!hen signed) by ~nd between Tnre2 D21;'.jg rVk.luntain LLC, 3

Delaware lirni~ec' iiciOiii:y cocT;panv ("Seller") and Kevin Brian Cox, (8',;,/er") and TrCJ2 Wireless

t-\cquisitior, Group LLC, D2i<i\liare limited liabilitv company ithe iCornpaiIV·')·

RECITALS

p, Seiier is " limited !iability company organized and existing under the id"o'}S of the state of

Delaware v/ith its principal piace of business ill Melbourne, Brevard County. Florida.

B Seller is sale rv1ember of the Company owning one hundred percent (100%) of all of the

issued and outstanding n~embership Interest in the Sel!er 1:"Selier's Interest").

C. 1he sole asset of the Cornpany is True Wireless, LLC, a Te;-<as limited iiability companv

("True \Nireless") th?t provides wireless telecommunications services to members ofthegeneral public .

o

E

F

G Buyer desires to purcncosc from Seller on2 hur,drc:d perc2nt (100'7:') of the 1\l1cn-,bcrship

interest (~h'2 "lnter2st") in the Lcmparv clnc! Si~lle( desires to purchase the Interest to

Buyer pur::iU21nt to the t':'rrfIS Jnd conditio:ls set forth in thi~~ J\grcernC'nt. As art exprc$~;

cordition p:eced2nt to tile obligations of Se!ier hercunr:ier and as consideration fer the

herein. The Parties hereto waive any right to assert or claim that they wereinduced to enter into this Agreement by any represent<ltion, promise,statement, or warranty made by any Party or any Party's agent which is notexpressly set forth in this Agreement

20.13.3 A waiver by the Parties hereto to strictly enforce any rights provided

by this Agreement as to any transaction shall not constitute a waiver or releaseof the right to strictly enforce the terms and provisions of this Agreement as to

any subsequent or other transaction.

iN WJTNESS \VHEREOF, the parties hereto have caused this Agreement to be (iulV

e;(ecu~ed on the dav and 'lear' set forth below.

SELLER:

THREE DAWG MOUNTAIN, LlC,

a Delaware limited Iiabilitv company

By': _---_.Thomas E. Biddix,

BUYER:I

I

Byl

~evin Brian Cox

,/(

/ .-/

,2010

)

I, / 1""'-

r\~·rp,~· I:,/.J ;;1'110u.,"J~~,-,. ~. : ..... _

" "

EXHIBIT 12

From:To:Subject:Date:

Danielle,

JohnNY SchrieberFrappier DanjelleRE: True WirelessWednesday, May 25,201111:57: 12 AM

This is to confirm the extension is until June 3. Thanks!

Johnnay

From: Frappier, Danielle [mailto:DanielleFrappier@dwt.com]Sent: Wednesday, May 25, 201111:40 AMTo: Johnnay SchrieberSubject: RE: True Wireless

Johnnay,

Thank you for your time today. As agreed, I am writing to request an extension of time to file True

Wireless' response to next Friday, June 3, 2011. I also wanted to request a copy of the

organizational chart from the Florida PSC docket that you referred to during our conversation.

Danielle

From: Johnnay Schrieber [mailto:jschrieber@usac.org]Sent: Tuesday, May 24, 2011 2:03 PMTo: Frappier, DanielleSubject: RE: True Wireless

Danielle:

Thank you for responding back to my voice mail. However, USAC will need to review the full,

unredacted version of the sales agreement and schedules regarding the purchase of True Wireless,

LLC by Mr. Cox. USAC has found conflicting information regarding the date of the sale of True

Wireless, LLC to Mr. Cox. For example, in the February 4, 2011 filing to the Public Utility

Commission of Texas, this sales transaction was reported as closing on January 7, 2011. In the

excerpt provided to us, the document is signed by Mr. Biddix on November 18, 2010 and there is

no mention of the January 7, 2011 closing date in the excerpt. Please also provide the date that

True Wireless, LLC ceased using the assumed name "Conexion Wireless." According to corporate

filings, True Wireless, LLC had the right to use this assumed name until April 2020 in Texas and was

using this name (at some point) to conduct business in Texas.

As explained previously to True Wireless, LLC, USAC was made aware of the current investigation

into the ATMS related companies by the FL Public Service Commission. As part of this

investigation, it was found that Mr. Biddix, Mr. Cox, and Mr. Watson were co-owners of Three

Dawg Mountain, LLC. Three Dawg Mountain, LLC was listed as the sale owner of True Wireless

Acquisition Group, LLC, which in turn owned True Wireless, LLC d/b/a Conexion Wireless. USACs

review of corporate filings and filings with state public commissions has found conflicting

information about the ownership and/or management of Three Dawg Mountain, LLC, True

Wireless, LLC, Conexion, LLC and Conexion Wireless, LLC. In addition to the sales agreement noted

above, USAC also seeks further information on whether Mr. Cox sold his interest in Three Dawg

Mountain, LLC and if so, please provide a full, unredacted copy of this sales agreement and

schedules as well. USAC also requests further information on whether Mr. Cox currently has any

interest in Conexion, LLC or Conexion Wireless, LLC. According to state corporate filings, Mr. Cox

was listed as the manager of Conexion, LLC and the location of the company was located in

Arlington, Tennessee. If Mr. Cox has sold his ownership in Conexion, LLC, please provide a copy of

the full, unredacted sales agreement and schedules for that transaction as well.

USAC has a fiduciary duty to the protect the Universal Service Fund (USF) and the Low Income

Program from waste, fraud, and abuse. In light of the current Florida investigation regarding Mr.

Biddix and ATMS companies (some of which were previously owned by Mr. Cox), USAC is seeking

further information about the connection and interrelationships of Three Dawg Mountain, LLC;

Conexion, LLC; True Wireless Acquisition Group, LLC; Conexion Wireless, LLC; and True Wireless,

LLC. USAC is authorized to seek the requested information pursuant to 47 C.F.R. § 54.707 which

requires USAC "to establish procedures to verify discounts, offsets, and support amounts provided

by the universal service support programs." USAC is requesting that the sales agreements and

other requested information be provided with 5 business days. You may request that these

materials be accorded confidential treatment.

Please let me know if you have any questions.

Regards,

Johnnay

Johnnay D. Schrieber

Associate General Counsel

UNIVERSAL SERVICE ADMINISTRATIVE COMPANY

2000 L Street, NW, Suite 200

Washington, DC 20036

Phone: (202) 423-2604

Fax: (202) 776-0080

*The information contained in this electronic message and any attachments is intended for the sale

use of the named recipient(s) and may contain confidential or privileged information. If you are

not the intended recipient, you are hereby notified that any dissemination, copying, forwarding or

other use is strictly prohibited. Please notify the sender immediately and destroy all copies of this

e-mail including any attachments.

From: Frappier, Danielle [mailto:DanielleFrappier@dwt.com]Sent: Tuesday, May 24, 201111:56 AMTo: Johnnay SchrieberSubject: True Wireless

Johnnay,

I received your voicemail requesting a copy of the purchase agreement for the sale of True Wireless

fromTom Biddix to Kevin Brian Cox. Please find relevant pages of the agreement in the attached

file.

Best regards,

Danielle

Denielle Frappier I Davis Wight Tremaine LLP1919 Pennsylvania Avenue NVV, Sl.ite 800 Iwashlngtal. DC 20006-3401Direct Tel: (202) 973-42421 Fax: (202) 973-4442Emili: dan ejlefrapolertPdwtcom I website: WWW·dwlamJ

hldlo,... IBehwillu Angeles I NIlw York 1PorlI..dI s.n FlWlcisco 1SIlIllIe I Shll1llhll 1WlltlilglDn, D.C.

&lNcrill to MIl new OWl Broadband Law Adlljsor III IICM up-to-date illli~t ..d IrtDrmIlIon on !he FCC"lllI'orlJ ID ~nrt ItIe NIIIlonllEhlClblnd P111l

EXHIBIT 13

ft'Om:To:Subject:Date:Attadllnents:

Karen Ma!dler"qnelton@gotruewjreless.com"; EraDDier QjIp1e11eUniver.ial 5ervlce Administrative Company - Low Income DIsbursementsThursday, May 26, 2011 4:39:06 PMrUntj!led1,Ddf

Please see the attached correspondence.

Thank you,

Karen MajcherVice President, High Cost & Low Income DivisionUNIVERSAL SERVICE ADMINISTRATIVE COMPANY2000 L Street, NW, Suite 200Washington, DC 20036Phone: (202) 776-0200

USAC

Via Electronic Mail & Certified Mail

May 26, 2011

Chris MeltonTrue Wireless, LLC3124 Brother Blvd., Suite 104Bartlett,1N 38133

Re: Federal Universal Service Low Income Support Mechanism Disbursements for TrueWireless, LLC (SACs 439038 and 449060)

Dear Mr. Melton:

The Universal Service Administrative Company (USAC) ha'5 been made aware that theFlorida Public Service Commission (PSC) conducted an investigation and recently settledlitigation involving the companies currently owned by Mr. Thomas Biddix and AssociatedTelecommunications Management Services, LLC (ATMS) located at 6905 N. WickhamDrive, Suite 403, Melbourne, 1"L 32940. As part of this investigation, USAC also becameaware that Thomas Biddix, Kevin Brian Cox (alk/a Brian Cox), and Chris Watson are the co­owners of another company called Three Dawg Mountain, LLC, also incorporated inDelaware. In papers prepared in the Florida investigation by the Florida PSC staff, it wasshown that "lbree Dawg Mountain, LLC was the 100% owner ofTrue Wireless AcquisitionGroup, LLC, which in turn owns True Wireless, LLC d/b/a Conexion Wireless (in Texas).Additionally, the principal place ofbusiness for Three Dawg Mountain, I,LC is at the 6905 N.Wickham Drive, Suite 403, Melbourne, FL 32940 address. lbe noted sale of Mr. Biddix'sinterests in True Wireless, LLC! does not fully address all ofthe known affiliations betweenMr. Biddix; Mr. Cox; Three Dawg Mountain, LLC; True Wireless Acquisition Group, LLC;True Wireless, LLC; Conexion Wireless, LLC; and Conexion, LI,c. Based on our review ofcorporate records and state utility commission filings, USAC has determined that the above­referenced companies are affiliated and/or are owned and/or under the control of Mr. Biddixand/or Mr. Cox.

In March 2011, four ATMS owned companies, BLe Management, LLC; Lifeconnex,LLC; Triareh Marketing Inc.; and American Dial Tone f/kla Ganaco, Inc. filed downwardrevisions in their federal Low Income Support Mechanism claims for 2009 totaling over$12 million. To date, this previously disbursed amount has not been repaid nor have anyarrangements been made by these companies to repay this amount to USAC.

I USAC has a requested a copy of the noted January 20 II sales agreement from True Wireless' counsel,but has not received the full unredacted version at this time.

2000 L Street r·J 'IV S'Jlle 200 Washington DC 20036 'Joice 202 7760200 Fax 202 71'3 COSO 'HWW usac or~J

Chris MeltonTrue Wireless, r.LCMay 26, 2011Page 20[4

As explained above, there is conflicting information in the state corporate recordsregarding the affiliation, ownership and/or control of Three Dawg Mountain, LLC; TrueWireless Acquisition Group, LLC; True Wireless, LLC; Conexion, LLC; and ConexionWireless, Lf,C. USAC's review of corporate filings found that Three Dawg Mountain,LLC, True Wireless Acquisition Group, LLC, and Conexion Wireless, LLC may belocated in Melbourne, FL and be managed by Mr. Biddix? USAC's review alsoindicates that Mr. Cox may be the manager of Conexion, LLC and True Wireless, LLCand the companies may presently be located in Termessee. Additionally, according toTexas corporate filings, True Wireless requested the use of "Conexion Wireless" as anassumed name in April 2010 and was granted use of this name until April 2020. It is notknown whether True Wireless has ceased using "Conexion Wireless" for its business inTexas or when this change may have occurred.3 All of these connections between Mr.Biddix, Mr. Cox and these above-referenced entities have not fully been addressed. Todate, based on the information collected by the Florida PSC staff and these corporaterecords and commission filings, USAC believes that Mr. Biddix and/or Mr. Cox remainin control of these entities and the entities remain affiliated.

Additionally, our review indicates that BLC Management, LLC was affiliated with,owned and/or controlled by Mr. Cox in 2008 and was located at 11121 Highway 70,Suite 202, Arlington, TN 38002. In August 2010, the address was changed to the 6905N. Wickham Dr., Suite 403, Melbourne, FL 32940 location, and Thomas Biddix wasadded as a corporate officer. In the 2009 time period, it appears that Mr. Cox was thelisted corporate officer in corporate records, and thus, would have been responsible forthe errors that were reported in March 2011 that occurred during 2009. Commissionrules require that "[a]n officer of the eligible telecommunications carrier in a state thatmandates state Lifeline support must certify that the eligible telecommunications carrieris in compliance with state Lifeline income certification procedures and to the best ofhis/her knowledge, documentation of income was presented." 47 C.F.R. § 54.41O(b)(l).In states that do not mandate state Lifeline support, the officer of the eligibletelecommunications carrier "must certi fy that the eligible telecommunications carrier hasprocedures in place to review income documentation and to the best of hislherknowledge, the carrier was presented with documentation of the consumer's householdincome." Id. at § 54.510(b)(2). Mr. Cox, as an officer and owner ofBLC Managementin 2009 was responsible for ensuring that BLC Management, LLC was in compliance

1 USAC's review indicates that Three Dawg Mountain, LLC and Conexion Wireless, LLC were previouslylocated at 11121 Highway 70, Suite 202, Arlington, TN 38002, one ofthe fonner locations of ATMS' BLCManagement, LLC. The records also show that Mr. Cox was listed as the manager for these limitedliability companies. USAC has requested copies of the relevant sales agreements and schedulesdemonstrating that Mr. Cox sold his interest in these two companies to Mr. Biddix and the dates thetransactions occurred.3 Counsel for True Wireless explained on May 25, 20 II, that although True Wireless may have requestedthe use of this assumed name in Texas, the Texas Public Utility Commission would not allow TrueWireless to conduct business under an assumed name. USAC is waiting further information from counselon this issue.

Chris MeltonTrue Wireless, LLCMay 26, 2011Page 3 of 4

with program rules.4 This fact further supports USAC's determination that Mr. Cox'snew company, True Wireless, LLC, should be responsible for the reported downwardrevisions and associated recovery amounts due from BLC Management, LLC in 2009,and from possibly other ATMS companies. 5

USAC has a general obligation to protect the federal Universal Service Low IncomeSupport Mechanism from waste, fraud and abuse, which harms all support mechanismparticipants by reducing the amount of available funds. 6 In fulfilling this obligation,USAC is required to recover the $12 million plus that was overpaid to BLC Management,LLC, Triarch Marketing, Inc., American Dial Tone, and Lifeconnex, LLC.7 USAC hasdetermined, based on a review of publicly available information, that True Wireless, LLCis either affiliated with or under common control and/or ownership by the same partiesresponsible for the ATMS companies, namely Mr. Biddix and Mr. Cox. Therefore,pursuant to thc requirements of FCC 07-150, USAC is hereby suspending federalUniversal Service Low Income Support Mechanism disbursements to True Wireless,LLC until the full amount owed by BLC Management, LLC has been recovered. Inaddition, USAC will apply current and future requested disbursements to thesecompanies against the outstanding amount.

If you wish to appeal this decision, you may file an appeal pursuant to the requirements of47C.F.R. Part 54, Subpart I. Detailed in~'tructions for filing appeals are available at:

http://www.usac.org/li/about/filing-appeals.aspx

Sincerely,

//s// USAC

4 On May 5, 2011, counsel for ATMS explained that BLC Management, LLC and the other ATMScompanies did not retain copies of the certification forms that resulted in the revised FCC Forms 497 thatwere filed by the companies in March 20 II for 2009. (Counsel for ATMS is Ms. Danielle Frappier ofDavis Wright & Tremaine LLP). USAC records also indicate that Mr. Cox signed the 2009 verificationforms on behalfofBLC Management, LLC in 2009.5 Filings with the Tennessee Regulatory Authority also show that Mr. Chris Melton is currently employedwith Capital Communications Consultants, LLC, another company that was formerly owned by Mr. Coxand is currently located in Bartlett, Tennessee. In a proceeding before the Tennessee Regulatory Authority,Mr. Melton's current resume was submitted in April 201 I as an exhibit and it noted that he was employedwith "BLC Management/Angles Communications/SC TXLink" from 2006 to 2010. This is yet anotheraffiliation between the current employees and/or officers of True Wireless, LLC and the ATMS company,BLC Management that is not resolved by the purported sale of True Wireless, LLC by Mr. Biddix to Mr.Cox.6 See In the ,Haller ofComprehensive Review ofthe Universal Service Fund Management. Administration.and Oversight, CC Docket 97-21, FCC 07-150, ~ 30 (2007) (FCC 07-150).7 See FCC 07-150, at ~ 7 ("USAC ... perfonns numerous functions including, but not limitedto, ...recovering improperly disbursed funds."); ~30 ('· ... funds disbursed from the ... low-income... supportmechanism[1 in violation ofa Commission rule[] ... should be recovered.").

Chris MeltonTrue Wireless, LLCMay 26, 2011Page 4 of4

cc: Ms. Danielle Frappier, Esq. Davis Wright & Tremaine, LLP

EXHIBIT 14

143034230lTrue Wireless,LLClbrian@gotruewireless.comlusacstatement@universalservice.org1219369091Low IncomelFor the Month of April,2011143034230143903810KILifelinel1447331Link Upl7703521TLSI0IPICCI01430342301449060lTXILifelinel373041Link Upl-15480\TLS/0IPICCI0143034230lLIFELINEI1820371LINK UPj7548721TLSIOjPICCI0

*The total disbursement amount captured above is reflective of your totalapproved disbursement. However, your actual disbursement is $0.00subsequent to applying a prior month negative balance of $936,909.00 to

SPIN 143032690 BLC Management LLC.