Before the Public Utilities Commission of the State Of

BEFORE THE PUBLIC UTILITIES COMMISSION OF THE STATE OF CALIFORNIA FILED 12/21/20 In the Matter of the Joint Application of 04:59 PM A2012013 LINGO TELECOM OF THE WEST, LLC (U-7118-C) and MATRIX TELECOM, LLC (U-5227-C), Licensees

and A.20- -

LINGO COMMUNICATIONS, LLC, Transferor

and

B. RILEY PRINCIPAL INVESTMENTS, LLC, Transferee

For Expedited Approval to Transfer Indirect Control of Lingo Telecom of the West, LLC and Matrix Telecom, LLC Pursuant to California Public Utilities Code Section 854(a)

JOINT APPLICATION FOR EXPEDITED APPROVAL TO TRANSFER INDIRECT CONTROL OF LINGO TELECOM OF THE WEST, LLC AND MATRIX TELECOM, LLC PURSUANT TO CALIFORNIA PUBLIC UTILITIES CODE SECTION 854(A) (PUBLIC VERSION) (Exhibits G and I are CONFIDENTIAL)

Bennett L. Ross Chérie R. Kiser Daniel Brooks Angela F. Collins WILEY REIN LLP Joseph Cho (CA Bar # 320044) 1776 K Street, N.W. CAHILL GORDON & REINDEL LLP Washington, D.C. 20006 1990 K Street, N.W., Suite 950 Tel: 202-719-7524 Washington, DC 20006 Fax: 202-719-7049 Tel: 202-862-8900 [email protected] Fax: 212-269-5420 [email protected] [email protected] [email protected]

Counsel for Transferee Counsel for Transferor and Licensees

Dated: December 21, 2020

1 / 65 BEFORE THE PUBLIC UTILITIES COMMISSION OF THE STATE OF CALIFORNIA

In the Matter of the Joint Application of

LINGO TELECOM OF THE WEST, LLC (U-7118-C) and MATRIX TELECOM, LLC (U-5227-C), Licensees and A.20- -

LINGO COMMUNICATIONS, LLC, Transferor and

B. RILEY PRINCIPAL INVESTMENTS, LLC, Transferee

For Expedited Approval to Transfer Indirect Control of Lingo Telecom of the West, LLC and Matrix Telecom, LLC Pursuant to California Public Utilities Code Section 854(a)

JOINT APPLICATION FOR EXPEDITED APPROVAL TO TRANSFER INDIRECT CONTROL OF LINGO TELECOM OF THE WEST, LLC AND MATRIX TELECOM, LLC PURSUANT TO CALIFORNIA PUBLIC UTILITIES CODE SECTION 854(A)

Pursuant to Section 854(a) of the California Public Utilities Code, Lingo

Communications, LLC (“Transferor”) and B. Riley Principal Investments, LLC (“Transferee”) respectfully request authority from the California Public Utilities Commission (“Commission”) to transfer control of Lingo Telecom of the West, LLC (U-7118-C) (“Lingo West”) and Matrix

Telecom, LLC (U-5227-C) (“Matrix”) (Lingo West and Matrix collectively, the “Licensees”) from Transferor to Transferee (the “Transaction”) (Transferor, Licensees, and Transferee collectively, “Applicants”).

2 / 65 For the reasons set forth herein, Applicants submit that approval of this Joint Application is in the public interest. Consummation of the proposed Transaction will serve the public interest by providing additional managerial expertise and access to financial resources to Licensees, which will in turn enhance their ability to offer services and better compete in the telecommunications marketplace. The proposed Transaction will occur at the parent level and will only result in a change in the indirect ownership of Licensees. No assignment of licenses, assets, or customers will occur as a consequence of the proposed Transaction. The proposed

Transaction also will not trigger a change in the rates, terms, and conditions under which

Licensees provide service to their existing customers. Accordingly, this Transaction will be, for all practical purposes, imperceptible to customers. The proposed Transaction also will not adversely affect competition in California because it will not result in a reduction of competitors and customers will continue to have access to the same competitive alternatives that they have today.

Applicants also submit that the Commission should grant the Joint Application on an expedited basis. Licensees are facing financial challenges, which the proposed Transaction would help ameliorate by providing Licensees with access to capital and lowering Licensees’ borrowing costs. Licensees previously sought to achieve these benefits through a different transaction – a transaction for which the parties sought approval from the Commission in

December 2019 but subsequently abandoned in November 2020 after it had been pending before the Commission for nearly a year (Docket No. 19-12-012). Applicants recognize the significant demands facing the Commission, particularly in the midst of a pandemic. But the communications sector is highly dynamic and robustly competitive, and significant delay in securing the Commission’s approval of the Joint Application will harm Licensees and prejudice

3 / 65 Applicants. Under the circumstances, Applicants respectfully request that the Commission consider this Joint Application no later than a Voting Meeting scheduled for April 2021.

I. DESCRIPTION OF THE APPLICANTS AND CHARACTER OF BUSINESS (Rules 2.1(a), 2.2, and 3.6(a))

A. Lingo Communications, LLC (Transferor)

Lingo Communications, LLC (“Lingo”) is a Georgia limited liability company, with a principal office at Prominence in Buckhead, 3475 Piedmont Road NE, 12th Floor, Suite 1260,

Atlanta, GA 30305. Lingo is a wholly owned, direct subsidiary of GG Telecom Investors, LLC

(“GG Telecom”), a Georgia limited liability company. GG Telecom is owned by Holcombe T.

Green, Jr. (62.5%) and R. Kirby Godsey (37.5%). Lingo is a holding company and does not provide telecommunications services or hold any Commission authorizations. A copy of Lingo’s organizing documents is provided in Exhibit B. Lingo is not required to qualify to transact business in the State of California because it does not have operations in the State at this time.

Lingo controls Licensees through Lingo Management, LLC (“Lingo Management”).

Lingo Management is a Delaware limited liability company, with a principal office at

Prominence in Buckhead, 3475 Piedmont Road NE, 12th Floor, Suite 1260, Atlanta, GA 30305.

Lingo Management is a holding company and does not provide any telecommunications services or hold any Commission authorizations. Lingo holds a majority of the voting interests of Lingo

Management. A copy of Lingo Management’s organizing documents is provided in Exhibit C.

Lingo Management is not required to qualify to transact business in the State of California because it does not have operations in the State at this time.

B. Lingo Telecom of the West, LLC (U-7118-C) Matrix Telecom, LLC (U-5227-C)

Lingo West, a Delaware limited liability company, is an indirect wholly owned subsidiary of Lingo and a direct subsidiary of Lingo Management. In California, Lingo West is

4 / 65 authorized to provide resold and limited facilities-based local exchange and interexchange services pursuant to Decision (“D.”) 09-06-013. Lingo West also holds authority from the

Federal Communications Commission (“FCC”) to provide domestic interstate and international telecommunications services,1 and is authorized to provide telecommunications services in

Alaska, Hawaii, and Nevada. Other subsidiaries of Lingo Management are authorized to provide telecommunications services in the District of Columbia and all other states. Copies of Lingo

West’s organizing documents and its qualification to transact business in California are provided in Exhibit D.

Matrix, a Texas limited liability company, is an indirect wholly owned subsidiary of

Lingo and Lingo Management. In California, Matrix is authorized to provide resold interexchange services pursuant to D.90-10-062 and resold local exchange telecommunications services pursuant to D.05-03-023, which was expanded to include the provision of limited facilities-based telecommunications services by D.07-06-043. Matrix also holds authority from the FCC to provide domestic interstate and international telecommunications services,2 and is authorized to provide telecommunications services in all other states and the District of

Columbia (a separate subsidiary of Matrix provides services in Virginia). Copies of Matrix’s organizing documents and its qualification to transact business in California are provided in

Exhibit E.

1 Lingo West provides international telecommunications services pursuant to the international Section 214 authorization held by Lingo Management under IB File No. ITC-214-20160630-00180, and provides interstate telecommunications services pursuant to blanket domestic Section 214 authority. 47 C.F.R. § 63.01. 2 Matrix provides international telecommunications services pursuant to international Section 214 authorizations held under IB File Nos. ITC-214-19900713-00004 (Old File No. ITC-90-152), ITC-214-19930330- 00053 (Old File No. ITC-93-145), ITC-214-19940830-00266 (Old File No. 94-478), ITC-214-19970415-00212 (Old File No. ITC-97-227), ITC-214-19980507-00300 (Old File No. ITC-98-349), and ITC-214-19980915-00644. Matrix provides interstate telecommunications services pursuant to blanket domestic Section 214 authority. 47 C.F.R. § 63.01.

5 / 65 On July 10, 2020, Matrix submitted Advice Letter No. 80 advising the Commission of a proposed internal reorganization that will result in the transfer of customers from Lingo West to

Matrix (the “Internal Customer Transfer”). The Internal Customer Transfer is unrelated to the proposed transfer of indirect control of Licensees to Transferee that is the subject of this Joint

Application. The Internal Customer Transfer is part of an effort by Lingo Management to streamline its corporate structure and consolidate the nationwide operations of its operating subsidiaries (including Licensees) into a single operating entity. Matrix currently serves customers using the Lingo brand, including on invoices, and will adopt or incorporate the terms and conditions and rates from the Lingo West tariffs. Therefore, the Internal Customer Transfer will be transparent to affected Lingo West customers. Subject to the receipt of all necessary regulatory approvals, the Internal Customer Transfer is scheduled to be completed by December

31, 2020.

C. B. Riley Principal Investments, LLC (Transferee)

Transferee is a Delaware limited liability company with a principal office at 30870

Russell Ranch Road, Suite 250, Westlake Village, CA 91362. Transferee is a holding company owned by B. Riley Financial, Inc. (“B. Riley”), a publicly traded (NASDAQ: RILY), diversified financial services company that takes a collaborative approach to the capital raising and financial advisory needs of public and private companies and high net worth individuals. Headquartered in Los Angeles with offices in major U.S. financial markets, B. Riley has over 900 employees whose cross-platform expertise is mobilized to provide a myriad of financial solutions.

Transferee is well qualified managerially, technically, and financially to own Licensees.

Transferee owns: (i) United Online, which offers Internet access services to consumers under the

NetZero and Juno brands, as well as email, Internet security, web hosting services, and other communications-related services; and (ii) YMax Communications Corp., which offers

6 / 65 telecommunications services and, in conjunction with an affiliate, Voice over Internet Protocol services and related equipment. Transferee is managed by top professionals with decades of expertise in the financial, technology, research, and communications sectors. A copy of

Transferee’s organizing documents is provided in Exhibit F. Transferee is not required to qualify to transact business in the State of California because it does not have operations in the

State at this time.

II. DESIGNATED CONTACTS (Rule 2.1(b))

Questions, correspondence, or other communications concerning this Joint Application should be directed as identified below:

For Transferor and Licensees to: With a copy to:

Chérie R. Kiser Angela F. Collins Vincent M. Oddo Cahill Gordon & Reindel LLP Chief Executive Officer 1990 K Street, N.W., Suite 950 Lingo Management, LLC Washington, DC 20006 Prominence in Buckhead Tel: 202-862-8900 3475 Piedmont Road NE Fax: 212-269-5420 12th Floor, Suite 1260 [email protected] Atlanta, GA 30305 [email protected]

For Transferee to: With a copy to: Bennett L. Ross Alan N. Forman Daniel Brooks Wiley Rein LLP Executive Vice President & General 1776 K Street, N.W. Counsel Washington, D.C. 20006 B. Riley Financial, Inc. Tel: 202-719-7524 299 Park Avenue, 7th Floor Fax: 202-719-7049 New York, NY 10171 [email protected] [email protected]

7 / 65 III. DESCRIPTION OF THE TRANSACTION (Rule 3.6(b)-(d), (f))

In Docket No. 19-12-012, Licensees filed a request for Commission approval of changes in control of Licensees, including the transfer of indirect control of Licensees to Garrison LM

LLC (“Garrison”) upon the occurrence or non-occurrence of certain events relating to the repayment of debt. The proposed indirect change in control of Licensees to Garrison was abandoned after the parties’ request had been pending before the Commission for nearly a year.

A motion to withdraw the pending application in Docket No. 19-12-012 has been filed, and currently is pending before the Commission.

Applicants have agreed to the instant Transaction in lieu of the Garrison transaction that was the subject of Docket No. 19-12-012. To effectuate the Transaction, Transferee, Lingo

Management, and Licensees have entered into the following agreements:

First, Transferee’s affiliates have agreed to acquire the outstanding debt of Lingo

Management and its subsidiaries from Garrison, and those financing arrangements are reflected in the Amended and Restated Credit and Guaranty Agreement with BRF Finance Co., LLC (an affiliate of Transferee), dated as of November 30, 2020 (“Credit Agreement”).

Second, Transferee has the right to appoint two members of the operating board of Lingo

Management pursuant to a Second Amended and Restated Operating Agreement of Lingo

Management, LLC dated as of November 30, 2020 (“Second Operating Agreement”). As explained in Docket No. 19-12-012, the previous operating board of Lingo Management consisted of five members with (x) Garrison designating two members, one of whom served as an independent manager, (y) Lingo designating two members, one of whom served as an independent manager, and (z) the Chief Executive Officer of Lingo Management serving as the fifth member. Under the Second Operating Agreement, the Transferee-designated members

8 / 65 replaced the existing Garrison members, one of whom will serve as an independent manager.

The new operating board of Lingo Management consists of four members, with the remaining two members to be designated by Lingo, one of whom will serve as an independent manager.

Third, pursuant to the terms of an Issuance Agreement between Transferee, Lingo

Management, and Lingo dated as of November 13, 2020 (“Issuance Agreement”), Transferee acquired a forty percent (40%) interest in Lingo Management (and an indirect interest in

Licensees). In connection with this acquisition, Transferee has granted an irrevocable proxy to

Lingo to vote (or cause to be voted) the shares held by Transferee in excess of nine point nine percent (9.9%) of the interests of Lingo Management. This irrevocable proxy will continue until receipt of certain regulatory approvals. Subsequently, Transferee’s interest will increase to an eighty percent (80%) voting interest in Lingo Management upon the receipt of additional regulatory approvals. Once all steps of the Transaction are consummated, Lingo will hold a twenty percent (20%) voting interest in Lingo Management and Transferee will hold an eighty percent (80%) interest in Lingo Management (with both holding corresponding indirect interests in Licensees). In addition, once Transferee’s interest increases to eighty percent (80%), the operating board of Lingo Management will increase to five members, with Transferee appointing three members, one of whom will serve as an independent manager. The remaining two members of the Lingo Management operating board will continue to be appointed by Lingo, one of whom will serve as an independent manager.

No assignment of licenses, certificates of public convenience, assets, or customers will occur as a consequence of the proposed Transaction. The proposed Transaction also will not trigger a change in the rates, terms, and conditions under which Licensees provide service to their existing customers. The Transaction will be transparent to Licensees’ customers.

9 / 65 Accordingly, Applicants seek Commission approval for the proposed changes in control of Lingo Management and Licensees triggered by the Issuance Agreement. For the

Commission’s reference, Exhibit A depicts the current control structure of Lingo Management and Licensees, and the control structure of Lingo Management and Licensees after the proposed changes in control occur.

IV. PUBLIC INTEREST STATEMENT

The transfer of control of Licensees is governed by Section 854(a). “The standard generally applied by the Commission to determine if a transaction should be approved under

§ 854(a) is whether the transaction will be ‘adverse to the public interest.’”3 Sections 854(b) and

854(c) are not applicable to this Transaction. None of the Applicants have gross intrastate revenues exceeding $500 million.

Applicants submit the Transaction is in the public interest. The proposed Transaction will have no adverse impact on customers and will not alter the manner of service delivery or billing. The Transaction will not result in any immediate change of carrier for customers or any assignment of authorizations, and in no event will it result in the discontinuance, reduction, loss, or impairment of service to customers. Following consummation of the Transaction, Licensees will continue to provide high-quality communications services to their customers without interruption.

Customers will benefit from the financial resources and telecommunications experience and expertise of Transferee, which holds other investments in the communications sector. The financial, technical, and managerial resources that Transferee will bring to Licensees are expected to enhance Licensees’ ability to compete in the telecommunications marketplace.

3 Central Valley Gas Storage, D. 11-05-030 (May 26, 2011); see also California-American Water Company, D.07-05-031 at 3, citing Qwest Communications Corporation, D.00-06-079 at 13.

10 / 65 Further, the proposed Transaction will not adversely affect competition because it will not result

in a reduction of competitors and customers will continue to have access to the same competitive

alternatives they have today. The Transaction will not harm consumers or negatively impact the

telecommunications market in California.

V. FINANCIAL STATEMENTS (Rules 3.6(e) & 2.3)

When a party proposes to acquire control of a certificated company, the Commission’s

rules require the party to demonstrate (i) it holds authority at least equivalent to that held by the

company it seeks to acquire or (ii) it meets the same financial requirements as the certificated

company. Because both Licensees have limited facilities-based authority, Transferee must

demonstrate that it possesses, at minimum, access to $100,000 cash or a cash equivalent, plus

sufficient reserves to meet any carrier deposits of Licensees. Licensees, however, do not have

any carrier deposits for its existing, ongoing operations, and do not expect to be required to

provide any such deposits in the future. Financial information regarding Transferee is provided

in Exhibit H.

Lingo Management and Licensees do not maintain financial statements separate from the

consolidated financial statements of Transferor. The most recent financial statements of Lingo

will be provided under seal as Exhibit I subject to a Motion for Confidential Treatment.

VI. ADDITIONAL INFORMATION (Rule 2.1(d))

A. Customer Transfer Notification

Customer transfer notification is not applicable to the Transaction described in this Joint

Application because it will not result in a transfer of Licensees’ customers to another provider in

California or any other jurisdiction. Further, Licensees’ customers will continue to receive their existing services at the same rates, terms, and conditions as they do today. This Transaction is a

11 / 65 change of control transaction governed by Section 854 of the Public Utilities Code, not a

customer base transfer under Section 851 of the Public Utilities Code.

B. Complaints Regarding Violations of Consumer Laws

Licensees have been subject to various customer complaints in the ordinary course of

business, which are generally resolved through an informal process. Please see Exhibit J for

information regarding the formal complaint history of Licensees for the past two (2) years. To

Applicants’ knowledge, no formal legal complaints have been decided against Applicants in any

court in California and no formal legal complaints are pending in any court in California against

Applicants that involve violations of sections 17000 et seq., 17200 et seq., or 17500 et seq. of the

California Business & Professions Code.

C. CEQA Considerations (Rule 2.4)

The California Environmental Quality Act (“CEQA”) applies only to “projects,” which are defined as any “activity which may cause either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.”4 In contrast, CEQA does not apply where the “activity will not result in a direct or reasonably foreseeable indirect physical change in the environment.”5 The CEQA Guidelines provide for an exemption “[w]here it can be seen with certainty that there is no possibility that the proposed activity in question may have a significant effect on the environment.”6

The Commission has concluded on numerous occasions that a proposed transaction which simply involves the transfer of equity interests does not require CEQA review because in such circumstances, there is no possibility that granting the application would have an adverse

4 See Cal. Pub. Res. Code § 21065. 5 CEQA Guidelines, § 15060(c)(2). 6 CEQA Guidelines, § 15061(b)(3).

12 / 65 effect on the environment where, as here, no authority for new construction is requested by the

Joint Application.7 Likewise, in the present Joint Application, the proposed Transaction is not a request to construct or transfer any physical facilities, but rather involves only a change of control of Licensees through the transfer of equity interests in Licensees’ parent. Thus, there is no possibility that the proposed Transaction will have an adverse impact on the environment.

Accordingly, pursuant to Rule 2.4 of the Commission’s Rules, Applicants request that the

Commission make a determination that the proposed Transaction is not a project within the meaning of CEQA, California Public Resources Code, Section 21000, et seq.

D. Post-Transaction Management of Licensees

Lingo Management and Licensees are managed by an experienced management team. At this time, Transferee expects that key existing management personnel will continue with Lingo

Management post-Transaction and will be supplemented with the additional experience of

Transferee. Professional biographies of the key management personnel of Transferee are provided as Exhibit K.

E. Verifications and Certifications

As verified by the attached Verification, to best of their knowledge, Licensees are in compliance with the Commission’s annual reporting, bonding, user fee, and surcharge reporting requirements, as applied to CLECs and IXCs, and Licensees have not previously been fined or sanctioned by the Commission.8

7 See, e.g., D.93-11-002 at *4 (Commission concluded that the proposed transaction did not require CEQA review, finding that “the proposed transfer will have no adverse effect or impact on the environment because the transaction involves only the transfer of outstanding shares of stock”); see also D.06-09-017, at 6 (Conclusions of Law No. 3) (the proposed transaction did not require CEQA review based on the Commission’s conclusion that “[s]ince Applicants will be constructing no facilities, it can be seen with certainty that there will be no significant effect on the environment”). 8 See D.13-05-035 at 14. A predecessor entity to Lingo West was subject to a fine from the Commission in D. 09-06-013.

13 / 65 In addition, Transferee has provided the appropriate certification/verification as required

by D.13-05-035 and as required under the Commission’s rules regarding transfers of control.9

VII. SCOPING INFORMATION (Rule 2.1(c) and Rule 7)

A. Proposed Category

The Applicants propose that the Commission classify this proceeding as ratesetting.

Although the Joint Application does not affect rates, the definitions of “adjudicatory” or “quasi- legislative” as set forth in Rule 1.3 clearly do not apply to this Joint Application. Rule 7.1(e)(2) specifies that when a proceeding does not clearly fit any of these categories, it should be conducted under the ratesetting procedures. In addition, Rule 1.3 defines ratesetting proceedings to include “other proceedings” that do not fit clearly into any other category.

B. Need for Hearing

No hearing is needed for the Commission to act on this Joint Application.

C. Issues Requiring Consideration

The sole issue in this proceeding is whether the Commission should approve the Joint

Application. Licensees’ operations do not generate California revenues at a level that implicates

the provisions of Section 854(b)-(c) of the Public Utilities Code.

D. Proposed Schedule

The Applicants propose the following schedule:

December 2020 Joint Application filed, notice issued in Daily Calendar

January 2021 Final date for protests (30 Days after Notice in Daily Calendar)

9 Although the certification obligation in Ordering Paragraph 14 of D.13-15-035 references “applicants,” Applicants understand that this obligation applies to the Transferee and not to the transferred party (Licensees) who otherwise are required to certify that they are current on all of their Commission-mandated fees and reporting requirements.

14 / 65 February 2021 Reply to protests due (if any) (10 Days after Protests, if any); prehearing conference; scoping memo issued; Joint Application deemed submitted

March 2021 Commission releases Proposed Decision on the Joint Application

April 2021 Commission renders its decision on the Joint Application

Provided that this Joint Application remains an uncontested matter, the Applicants respectfully request that, pursuant to § 311(g)(2) of the Public Utilities Code and Commission Rule 14.6(c)(2), the otherwise applicable 30-day period for public review and comment on a proposed decision be waived.

E. Exhibits

The Applicants provide the following Exhibits to this Joint Application:

Exhibit A: Pre- and Post-Closing Organizational Structure Diagrams

Exhibit B: Lingo Communications, LLC corporate organizational documents

Exhibit C: Lingo Management, LLC corporate organizational documents

Exhibit D: Lingo Telecom of the West, LLC corporate organizational documents and authority to transact business in California

Exhibit E: Matrix Telecom, LLC corporate organizational documents and authority to transact business in California

Exhibit F: B. Riley Principal Investments, LLC corporate organizational documents

Exhibit G: Issuance Agreement [CONFIDENTIAL – SUBMITTED UNDER SEAL]

Exhibit H B. Riley Principal Investments, LLC Financial Information

Exhibit I Lingo Communications, LLC Financial Information [CONFIDENTIAL – SUBMITTED UNDER SEAL]

Exhibit J: Formal complaint information for Licensees

Exhibit K: Key Management of Transferee

15 / 65 VIII. CONCLUSION

For the reasons stated above, Applicants respectfully submit that the public interest,

convenience, and necessity would be furthered by a grant of this Joint Application on an

expedited basis. Applicants therefore request that the Commission consider this Joint

Application no later than a Voting Meeting scheduled for April 2021.

Respectfully submitted,

/s/ Joseph Cho Bennett L. Ross Chérie R. Kiser Daniel Brooks Angela F. Collins WILEY REIN LLP Joseph Cho (CA Bar # 320044) 1776 K Street, N.W. CAHILL GORDON & REINDEL LLP Washington, D.C. 20006 1990 K Street, N.W., Suite 950 Tel: 202-719-7524 Washington, DC 20006 Fax: 202-719-7049 Tel: 202-862-8900 [email protected] Fax: 212-269-5420 [email protected] [email protected] [email protected]

Counsel for Transferee Counsel for Transferor and Licensees

Dated this 21st day of December 2020.

16 / 65 VERIFICATIONS

17 / 65 18 / 65 Dated: December 18, 2020

19 / 65 Exhibit A

Current and Post-Transaction Structure of Licensees

20 / 65 Current Control Structure of Licensees

B. Riley Financial, Inc. (DE) Holcombe T. Green, Jr. (62.5%) GG Telecom Investors, LLC R. Kirby Godsey (37.5%) (GA)

B. Riley Principal Investments, LLC Lingo Communications, LLC (DE) (GA) 40% voting interest with all but 9.9% held in proxy by Lingo Communications 60% voting interest pending certain regulatory approvals Right to designate 2 members of 4-member Board Right to designate 2 members of 4-member Board

Lingo Management, LLC (DE)

Impact Acquisition LLC TCNI Operating Company LLC (DE) (DE)

Lingo Lingo Telecom Impact Telecom LLC Telecom of Lingo Lingo of Lingo Lingo Lingo Lingo (NV) the South, Communications Telecom of the Great Communications Communications Communications Communications LLC of the Northeast, the West, LLC Lakes, LLC of Virginia, Inc. South, LLC (DE) Midwest, LLC North, LLC (DE) LLC (DE) (DE) (DE) (DE) (VA) (DE) Matrix Telecom, LLC Impact Global Mobility (TX) Solutions, LLC (TX)

Matrix Telecom Vancouver Telephone of Virginia, LLC Company Limited (VA) (Canada)

Tempo Lingo Communications Telecom, LLC of Kentucky, LLC (GA) (GA)

21 / 65 Final Control Structure of Licensees

B. Riley Financial, Inc. (DE) Holcombe T. Green, Jr. (62.5%) GG Telecom Investors, LLC R. Kirby Godsey (37.5%) (GA)

Lingo Communications, LLC B. Riley Principal Investments, LLC (GA) (DE) 20% voting interest 80% voting interest Right to designate 2 members of 5-member Board Right to designate 3 members of 5-member Board

Lingo Management, LLC (DE)

Impact Acquisition LLC TCNI Operating Company LLC (DE) (DE)

Matrix Telecom Vancouver Telephone of Virginia, LLC Company Limited (VA) (Canada)

Tempo Lingo Communications Telecom, LLC of Kentucky, LLC (GA) (GA)

22 / 65 Exhibit B

Lingo Communications, LLC corporate organizational documents

23 / 65 Control Number : 17127418

STATE OF GEORGIA Secretary of State Corporations Division 313 West Tower 2 Martin Luther King, Jr. Dr. Atlanta, Georgia 30334-1530

CERTIFICATE OF ORGANIZATION

I, Brian P. Kemp, the Secretary of State and the Corporation Commissioner of the State of Georgia, hereby certify under the seal of my office that

Lingo Communications, LLC a Domestic Limited Liability Company

has been duly organized under the laws of the State of Georgia on 12/05/2017 by the filing of articles of organization in the Office of the Secretary of State and by the paying of fees as provided by Title 14 of the Official Code of Georgia Annotated.

WITNESS my hand and official seal in the City of Atlanta and the State of Georgia on 12/07/2017.

24 / 65

ARTICLES OF ORGANIZATION *Electronically Filed* Secretary of State Filing Date: 12/5/2017 9:53:25 AM

BUSINESS INFORMATION CONTROL NUMBER 17127418 BUSINESS NAME Lingo Communications, LLC BUSINESS TYPE Domestic Limited Liability Company EFFECTIVE DATE 12/05/2017

PRINCIPAL OFFICE ADDRESS ADDRESS 3060 Peachtree Road NW, Suite 1065, Atlanta, GA, 30305, USA

REGISTERED AGENT'S NAME AND ADDRESS NAME ADDRESS Holcombe T. Green, Jr. 3060 Peachtree Rd, #1065, Fulton, Atlanta, GA, 30305, USA

ORGANIZER(S) NAME TITLE ADDRESS John E. Zamer ORGANIZER 1420 Peachtree Street NE, Suite 800, Atlanta, GA, 30309, USA

OPTIONAL PROVISIONS N/A

AUTHORIZER INFORMATION AUTHORIZER SIGNATURE John E. Zamer AUTHORIZER TITLE Organizer

25 / 65 Exhibit C

Lingo Management, LLC corporate organizational documents

26 / 65 Delaware Page 1 The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF

DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND

CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “LINGO

MANAGEMENT, LLC” FILED IN THIS OFFICE ON THE THIRTIETH DAY OF

NOVEMBER, A.D. 2020, AT 7:57 O`CLOCK A.M.

4264186 8100F Authentication: 204176311 SR# 20208504134 Date: 11-30-20 You may verify this certificate online at corp.delaware.gov/authver.shtml

27 / 65 28 / 65 Exhibit D

Lingo Telecom of the West, LLC corporate organizational documents and authority to transact business in California

29 / 65 Delaware Page 1 The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF

DELAWARE, DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND

CORRECT COPY OF THE CERTIFICATE OF CONVERSION OF A DELAWARE

CORPORATION UNDER THE NAME OF "BIRCH TELECOM OF THE WEST, INC." TO

A DELAWARE LIMITED LIABILITY COMPANY, CHANGING ITS NAME FROM

"BIRCH TELECOM OF THE WEST, INC." TO "BIRCH TELECOM OF THE WEST,

LLC", FILED IN THIS OFFICE ON THE TWENTY-FIRST DAY OF DECEMBER,

A.D. 2017, AT 12:07 O`CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE

AFORESAID CERTIFICATE OF CONVERSION IS THE THIRTIETH DAY OF

DECEMBER, A.D. 2017.

2722249 8100V Authentication: 203818477 SR# 20177715354 Date: 12-22-17 You may verify this certificate online at corp.delaware.gov/authver.shtml

30 / 65 31 / 65 32 / 65 Delaware Page 1 The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF

DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND

CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “BIRCH TELECOM

OF THE WEST, LLC” FILED IN THIS OFFICE ON THE TWENTY-FIRST DAY

OF DECEMBER, A.D. 2017, AT 12:07 O`CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE

OF THE AFORESAID CERTIFICATE OF FORMATION IS THE THIRTIETH DAY

OF DECEMBER, A.D. 2017.

2722249 8100V Authentication: 203818477 SR# 20177715354 Date: 12-22-17 You may verify this certificate online at corp.delaware.gov/authver.shtml

33 / 65 34 / 65 35 / 65 36 / 65 37 / 65 38 / 65 39 / 65 40 / 65 12/21/2020 Business Search - Business Entities - Business Programs | California Secretary of State

Alex Padilla California Secretary of State

Business Search - Entity Detail

The California Business Search is updated daily and reflects work processed through Sunday, December 20, 2020. Please refer to document Processing Times for the received dates of filings currently being processed. The data provided is not a complete or certified record of an entity. Not all images are available online. 201807210578 LINGO TELECOM OF THE WEST, LLC

Registration Date: 02/26/2018 Jurisdiction: DELAWARE Entity Type: FOREIGN Status: ACTIVE Agent for Service of Process: CORPORATION SERVICE COMPANY 2710 GATEWAY OAKS DRIVE, SUITE 150N SACRAMENTO CA 95833-3505 Entity Address: 5607 GLENRIDGE DRIVE NE, SUITE 300 SANDY SPRINGS GA 30342 Entity Mailing Address: 5607 GLENRIDGE DRIVE NE, SUITE 300 SANDY SPRINGS GA 30342 LLC Management *  Certificate of Status

A Statement of Information is due EVERY EVEN-NUMBERED year beginning five months before and through the end of February.

Document Type  File Date  PDF

SI-COMPLETE 09/10/2019

AMENDMENT 11/01/2018

SI-COMPLETE 04/17/2018

REGISTRATION 02/26/2018

* Indicates the information is not contained in the California Secretary of State's database.

Note: If the agent for service of process is a corporation, the address of the agent may be requested by ordering a status report.

For information on checking or reserving a name, refer to Name Availability. If the image is not available online, for information on ordering a copy refer to Information Requests. For information on ordering certificates, status reports, certified copies of documents and copies of documents not currently available in the Business Search or to request a more extensive search for records, refer to Information Requests. For help with searching an entity name, refer to Search Tips. For descriptions of the various fields and status types, refer to Frequently Asked Questions.

https://businesssearch.sos.ca.gov/CBS/Detail 1/2

41 / 65 Exhibit E

Matrix Telecom, LLC corporate organizational documents and authority to transact business in California

42 / 65 43 / 65 44 / 65 45 / 65 46 / 65 47 / 65 48 / 65 49 / 65 50 / 65 51 / 65 12/21/2020 Business Search - Business Entities - Business Programs | California Secretary of State

Alex Padilla California Secretary of State

Business Search - Entity Detail

Registration Date: 03/24/2016 Jurisdiction: TEXAS Entity Type: FOREIGN Status: ACTIVE Agent for Service of Process: CORPORATION SERVICE COMPANY WHICH WILL DO BUSINESS IN CALIFORNIA AS CSC - LAWYERS INCORPORATING SERVICE, (C1592199) To find the most current California registered Corporate Agent for Service of Process address and authorized employee(s) information, click the link above and then select the most current 1505 Certificate.

Entity Address: 400 E LAS COLINAS BLVD STE 500 IRVING TX 75039 Entity Mailing Address: 400 E LAS COLINAS BLVD STE 500 IRVING TX 75039 LLC Management *  Certificate of Status

A Statement of Information is due EVERY EVEN-NUMBERED year beginning five months before and through the end of March.

Document Type  File Date  PDF

SI-COMPLETE 04/14/2020

SI-COMPLETE 04/12/2018

REGISTRATION 03/24/2016

* Indicates the information is not contained in the California Secretary of State's database.

Note: If the agent for service of process is a corporation, the address of the agent may be requested by ordering a status report.

52 / 65 Exhibit F

B. Riley Principal Investments, LLC corporate organizational documents

53 / 65 Delaware Page 1 The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF

DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT

COPY OF THE CERTIFICATE OF FORMATION OF “BR/GA PRINCIPAL

INVESTMENTS, LLC”, FILED IN THIS OFFICE ON THE FIFTH DAY OF

OCTOBER, A.D. 2016, AT 7:06 O`CLOCK P.M.

6173878 8100 Authentication: 203117658 SR# 20166088764 Date: 10-06-16 You may verify this certificate online at corp.delaware.gov/authver.shtml

54 / 65 55 / 65 Delaware Page 1 The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF

DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT

COPY OF THE CERTIFICATE OF AMENDMENT OF “BR/GA PRINCIPAL

INVESTMENTS, LLC”, CHANGING ITS NAME FROM "BR/GA PRINCIPAL

INVESTMENTS, LLC" TO "B. RILEY PRINCIPAL INVESTMENTS, LLC",

FILED IN THIS OFFICE ON THE THIRTY-FIRST DAY OF JANUARY, A.D.

2017, AT 6:58 O`CLOCK P.M.

6173878 8100 Authentication: 201971425 SR# 20170566659 Date: 02-01-17 You may verify this certificate online at corp.delaware.gov/authver.shtml

56 / 65 57 / 65 Exhibit G

Issuance Agreement

[CONFIDENTIAL – SUBMITTED UNDER SEAL]

58 / 65 Exhibit H

B. Riley Principal Investments, LLC Financial Information

Transferee does not maintain financial statements separate from the consolidated financial statements of its parent company B. Riley Financial, Inc. (“B. Riley”), which is a publicly traded (NASDAQ: RILY), diversified financial services company. B. Riley’s consolidated financial statements appear on page F-1 of its Annual Report on Form 10-K for the period ending December 31, 2019, which is available here: http://app.quotemedia.com/data/downloadFiling?webmasterId=101533&ref=114864073&type= HTML&symbol=RILY&companyName=B.+Riley+Financial+Inc.&formType=10- K&dateFiled=2020-03-10&CK=1464790

B. Riley provides the following Guaranty to satisfy the requirement that B. Riley Principal Investments, LLC (“Transferee”) has $100,000 in cash or cash equivalents that is reasonably liquid and available for the operations of Lingo Telecom of the West, LLC and Matrix Telecom, LLC (together, “Licensees”), telecommunications carriers in the State of California, following the transfer of indirect control of Licensees to Transferee.

59 / 65 60 / 65 Exhibit I

Lingo Communications, LLC Financial Information

[CONFIDENTIAL – SUBMITTED UNDER SEAL]

61 / 65 Exhibit J

Formal complaint information for Licensees

Licenses have been involved in the following formal complaints in the past two (2) years:

(1) Lingo subsidiary, Lingo Communications Midwest, LLC (formerly known as Ionex Communications, Inc.), is involved in a Missouri consumer protection statute case in federal district court, Richard W. Huskey v. Birch Communications, Inc., Ionex Communications, Inc., Birch Telecom of Missouri, Inc. Plaintiff’s motion to certify a class was denied, but the court stated Plaintiff’s individual claims could proceed. In September 2019, the case was stayed pending the resolution of the bankruptcy of the other defendants in the case.

62 / 65 Exhibit K

Key Management of Transferee

Kenneth Young, Chief Executive Officer Kenneth “Kenny” Young is President of B. Riley Financial and also serves as CEO for its B. Riley Principal Investments subsidiary which acquires, invests and operates companies with a focus on maximizing cash flows through operational expertise. He also serves as CEO for magicJack VocalTec and United Online, both wholly-owned subsidiaries of B. Riley Financial. Through a consulting agreement with B. Riley Financial, Mr. Young was also appointed CEO of Babcock & Wilcox (NYSE:BW), a global energy and environmental technologies and services company in which B. Riley Financial has minority ownership.

Mr. Young has over 30 years of operational, executive and board experience primarily within the communications and finance industry. Prior to joining B. Riley, he served as President and CEO at Lightbridge Communications Corporation (LCC), a provider of technical services for wireless operators, and previously spent over 16 years in senior executive positions with multiple corporations, including Southwestern Bell Corporation, AT&T and Cingular Wireless.

Mr. Young currently serves as a member of the board of directors of Orion Energy Systems, Inc. (Nasdaq: OESX), Sonim Technologies and Franchise Group, Inc. (NASDAQ: FRG). He is a former member of the board of bebe stores, inc. (OTC: BEBE), Globalstar, Inc. (NYSE: GSAT), Imagine Communications, B. Riley Financial, Standard Diversified Opportunities, Inc. and Proxim Wireless Corp. Mr. Young holds a BS in computer science from Graceland University and a MBA from the University of Southern Illinois.

Phillip J. Ahn, Chief Financial Officer Phillip Ahn is Chief Financial Officer and Chief Operating Officer of B. Riley Financial Inc. Mr. Ahn has spent over 20 years in the financial services sector, beginning his tenure with B. Riley Financial in 2010 as Senior Vice President of Strategy and Corporate Development.

Prior to joining B. Riley Financial, Mr. Ahn served as Vice President at middle market private equity firms Altpoint Capital Partners and Stone Tower Equity Partners where he helped manage several of the firms’ majority-owned portfolio companies. Prior to that, he held positions at the NY State Common Retirement Fund, Salomon Smith Barney, CIBC World Markets and Standard & Poor’s J.J. Kenny division.

Mr. Ahn received his Bachelor’s degree in Economics from the University of Michigan and his Master of Business Administration in Finance from Columbia University. Mr. Ahn is a Chartered Financial Analyst (CFA) and a member of the NY Society of Security Analysts.

Daniel Shribman, President Dan Shribman is Chief Investment Officer of B. Riley Financial and President of its B. Riley Principal Investments subsidiary, which acquires, invests and operates companies with a focus on maximizing cash flows through operational expertise.

63 / 65 Prior to joining B. Riley, Mr. Shribman was a Portfolio Manager at a special situation asset manager with over $15 billion in assets under management. During his tenure, he led investments in dozens of public and private opportunities across the general industrials, transportation, automotive, aerospace, gaming, hospitality and real estate industries. These investments ranged from public equities and bonds to deeply distressed securities, par bank debt, minority owned private equity, and majority owned private equity. Mr. Shribman worked in close collaboration with management teams and boards to maximize shareholder value in the form of both operational turnarounds, capital markets financings and communication and capital deployment initiatives.

Previously, he worked at a private equity firm and in the restructuring advisory group at Lazard Freres. Mr. Shribman holds an AB in Economics and History from Dartmouth.

Ananthan Veluppillai, COO Ananth Veluppillai is the Chief Operating Officer of B. Riley Principal Investments.

Mr. Veluppillai has over 23 years of experience in the telecommunications and held various leadership positions including serving as the COO of Global Operations for Tech Mahindra’s Network Services unit and COO of LCC International, Inc. that provided consulting services in Wireless and Wireline telecommunication networks in the US and around the world. Mr. Veluppillai has been responsible for several key wireless network deployments across North America and Europe and brings vast engineering and management experience to the organization, including operations & financial management, strategic planning and plan execution. Previously, Mr. Veluppillai was with Gibbs & Cox, Naval Architects & Marine Engineers. Mr. Veluppillai holds B.S. in Electrical Engineering from University of Maryland at College Park.

Currently, Mr. Veluppillai also serves as the President of magicJack and United Online, overseeing the operations and delivering superior cash flows from operations.

Howard Weitzman, Chief Accounting Officer Howard Weitzman has served as our Senior Vice President, Chief Accounting Officer since December 2009. Prior to December 2009, Mr. Weitzman served as a Senior Manager in the SEC Services and Financial Services audit practices which included twelve years in public accounting at two of the “Big 4” accounting firms, most recently as a Senior Manager in the financial services audit practice of Deloitte & Touche, LLP. Mr. Weitzman also held various senior financial management positions, with Banner Holdings, Inc. as the Chief Financial Officer of Central Financial Acceptance Corporation and Controller and Principal Accounting Officer of Central Rents, Inc. Mr. Weitzman also served as a Senior Vice President and Chief Financial Officer of Peoples Choice Financial Corporation. Mr. Weitzman received a B.S. in Accounting from California State University, Northridge and is a California licensed Certified Public Accountant.

Nick Capuano, Chief Investment Officer Nick Capuano has been Co-Portfolio Manager of the B. Riley Capital Partners Opportunity Fund since 2015. He joined B. Riley Financial in October 2009 to build a post-reorganization equity

64 / 65 research practice, and in 2017 was named Chief Investment Officer of B. Riley Principal Investments, a wholly-owned subsidiary of B. Riley Financial. Prior, Mr. Capuano was Head of Equity Research at Imperial Capital, a distressed-focused investment bank where he expanded the firm’s research efforts, covered companies across the capital structure, and helped manage an internal hedge fund. From 1991 to 2005, Mr. Capuano worked at TCW, including eight years as an equity portfolio manager for the TCW Small Cap Growth Fund, and five years as an analyst on various small and mid-cap equity strategies. Mr. Capuano holds a Bachelor of Arts in Political Science from the University of California, San Diego.

Alan Forman, Executive Vice President, General Counsel and Secretary Alan N. Forman is Executive Vice President, General Counsel and Secretary of B. Riley Financial, Inc. and its subsidiaries. Mr. Forman joined the Company in May 2015 and is responsible for all legal affairs of the Company.

From May 2010 to May 2015, Mr. Forman was Senior Vice President, General Counsel and Secretary of STR Holdings, Inc., a global manufacturer in the solar industry listed on the NYSE. Previously, he was a partner at Brown Rudnick LLP, an international law firm. Mr. Forman brings extensive executive experience in corporate and securities law, including financing transactions, corporate governance and mergers and acquisitions. Mr. Forman graduated from Emory University with a B.A. in Economics and received a J.D. from George Washington University Law School.