North American Portability Management LLC

Timothy Decker, Co-Chair

Tim Kagele, Co-Chair

North American Portability Management LLC

370 17th Street, Suite 4800

Denver, Colorado 80202

February 3, 2016

Summary of TOM Engagement Letter

The Federal Communications Commission (the “FCC”), by Order released March 27, 2015 (the “Selection Order”), conditionally approved the selection of Telcordia Technologies, Inc., dba iconectiv (“iconectiv”), as the Local Number Portability Administrator (the “LNPA”) in the seven United States Service Areas (referred to as “Regions”) to replace the incumbent LNPA in the seven Regions, Neustar, Inc. (“Neustar”), at the end of a transition period. Pursuant to the Selection Order, the FCC directed the NAPM “to take all necessary steps to ensure that the transition is overseen by experienced third parties familiar with communications infrastructure, project management, and change management.” In furtherance of that objective, NAPM conducted a Request for Proposal process to select and to engage an experienced third party, known as the Transition Oversight Manager (TOM), to oversee the transition, under the supervision and direction of the NAPM. PwC was selected and engaged as the TOM through an agreement between the NAPM and PwC known as the TOM Engagement Letter.

The engagement letter specifies the terms and conditions of the engagement of PwC as the TOM, and describes the work to be performed, the deliverables to be produced and the professional fees and expenses to be charged. These sections of the engagement letter are summarized below.

Scope of Work

NAPM seeks a transition of LNPA responsibilities in all seven Regions from Neustar, the incumbent LNPA, to iconectiv, the incoming LNPA. To assist in overseeing the transition, NAPM is engaging PwC to provide Services and Deliverables (both as defined herein) as the Transition Oversight Manager in connection with the following general Scope of Work:

·  Assist NAPM, under the supervision and direction of NAPM, to oversee the transition of NPAC/SMS services in all seven Regions from Neustar to iconectiv and to ensure that the transition adheres to the Transition Oversight Plan as defined by NAPM pursuant to the Selection Order and as it may be modified from time to time (referred to as the “TOP”).

·  Work with NAPM, under its supervision and direction, to incorporate into the transition planning and implementation relevant information from Neustar, as the incumbent LNPA, iconectiv, as the incoming LNPA, and other stakeholder groups, including the NAPM, the FCC, industry, public safety organizations, law enforcement organizations, and governmental and regulatory groups, as such stakeholder groups are determined in the reasonable discretion of the NAPM (referred to in the TOM Engagement Letter as the “Stakeholders”).

·  With appropriate input from information from Neustar, as the incumbent LNPA, iconectiv, as the incoming LNPA, and the Stakeholders, determine and enforce at the direction and under the supervision of NAPM the relative responsibilities of incumbent and incoming LNPAs to maintain all porting, public safety and law enforcement assistance, and other services during the transition, without interruptions, other than as agreed by the NAPM or directed by the FCC and to facilitate the timely transfer from Neustar to iconectiv.

·  Under the supervision of NAPM, work with the LNPAs and the Stakeholders to establish and monitor a plan to ensure that, throughout the transition, network security, national security, and public safety are protected.

·  With NAPM, establish entrance and exit criteria for testing associated with conditions based transition milestones.

·  Review test cases and results to verify successful testing for each of the determined testing phases.

·  Establish the transition responsibilities of the incumbent and new LNPAs and monitor the performance of those responsibilities, including ongoing monitoring of performance and activities of each LNPA and relevant Stakeholders and independent reviews of LNPA transition performance.

·  Monitor and report on Stakeholder adherence to TOP.

·  Adopt and refine a risk management process, including defining risk management activities and developing, refining, and implementing mitigation plans in conjunction with NAPM and the Stakeholders for each identified risk.

·  Work with the NAPM and other Stakeholders at the direction and under the supervision of NAPM to develop, implement, and monitor various contingency plans to address unforeseen events – work with transition team to refine plans for unforeseen events.

·  Assist the NAPM and other Stakeholders at the direction and under the supervision of NAPM in assessing progress to determine if adjustments in timeline are necessary or prudent.

·  Monitor and report on the attainment of applicable benchmarks and remedies during the transition under the direction of the NAPM.

·  Assess and report on the establishment and effectiveness of the incoming LNPA Service Management Operations, to include processes for continuous improvement.

·  Assist in the development of dispute resolution procedures in effect during the transition and informally mediate disputes if needed emphasizing at all times impartiality and fairness.

·  Monitor public safety and law enforcement testing and validation.

·  Participate in the development and implementation of the communication plan for outreach within the industry under the direction and under the supervision of NAPM and in conjunction with the NAPM and the Stakeholders.

·  Confirm accuracy and completeness of data transfer between LNPAs.

·  Monitor procedures for confidentiality for all data transfers between LNPAs and any other Stakeholders.

·  Assist with the identification of gaps for law enforcement and public safety requirements with respect to LNPA requirements.

·  Establish measurement criteria for Stakeholders, including small carriers and community/local, and law enforcement, to support assessment by Stakeholders of incoming LNPA support for their respective LNPA operations.

·  Manage final countdown and early life support up to 60 days after transition in all Regions.

·  Monitor management of change and transition process to avoid Scope creep and to identify gaps in the process, including undocumented processes.

·  Preparation of agreed-upon progress and performance reports as required and directed by NAPM.

·  Maintain the confidentiality (as appropriate), integrity, and availability of TOP and related information.

·  Assess and clarify roles and responsibilities for incoming LNPA, host provider, vendors, and subcontractors, and ensure that accountability for results remains with the prime (incoming LNPA).

Term of the Engagement

PwC will provide Services and Deliverables in accordance with the Scope of Work described above and shall charge for fees and expenses as set forth in the section entitled “Fees and Expenses,” for a term commencing from the Effective Date and ending on the earlier of Transition Completion, as defined below, or January 31, 2017 (the “Term”). After January 31, 2017, the Term will renew for successive additional periods of three calendar months each if NAPM notifies PwC in writing of renewal at least 30 days in advance of the date upon which the then-current Term would end in the absence of such notice; provided, however, that the Term for any such renewal period will end on the earlier of Transition Completion or three calendar months after the beginning of such renewal period. Notwithstanding the foregoing the Term will end upon the successful completion of transition as determined by NAPM in accordance with the TOP ("Transition Completion").

Deliverables

PwC’s reporting to NAPM will include oral advice and various written outlines, executive summaries, presentations, memoranda, analysis of issues, and schedules prepared in connection with the engagement as requested by the NAPM and sufficient to document and to evidence the advice and Services (collectively, “Deliverables”). The specific Deliverables with the Scope of Work and the frequency and mode of delivery of Deliverables will be identified by the NAPM in consultation with PwC. Deliverables include, but are not limited to the following:

•  Overall program plan and identification of program level milestones;

•  Updates to the overall program plan on a quarterly basis, or more frequently as the NAPM may direct;

•  Transition governance structure with NAPM Transition Team Advisory Committee membership, roles, and responsibilities, cadence, and timing;

•  TOM Services and Deliverables progress reports;

•  Monthly written reports for NAPM to review, revise, and provide to FCC;

•  Biweekly progress updates to the NAPM Transition Team Advisory Committee;

•  Preparation for and facilitation of NAPM Transition Team Advisory Committee meetings;

•  List of key risks and issues to the technology migration based on Stakeholder updates, provided through NAPM Transition Team Advisory Committee updates;

•  Reports on technology migration progress;

•  Design and development of reporting scorecards;

•  Biweekly scorecards on transition progress;

•  Dispute resolution framework;

•  Dispute process management;

•  Independent reviews of and executive reports on transition requirements, transition plans and transition execution activities;

•  Stakeholder outreach and engagement approach;

•  Communications plan.

Fees and Expenses

Based on the Scope of Work, PwC fees shall be charged at the average rate during the Term of the TOM Engagement Letter of not to exceed $285,000 per month (the “Average Monthly Fee”), subject to adjustment by payment of an “Early Completion Incentive,” set forth in detail on Exhibit A attached hereto and made a part hereof, as an incentive to accomplish a more timely successful transition to a new LNPA, or an amendment to the Scope of Work agreed to in writing by both parties. For avoidance of doubt, in certain months fees may be in excess of $285,000 and in others months may be less than $285,000, e.g., due to differences in number of work days, staffing levels, etc. Fees of all PwC Subcontractors, if any, are included in the agreed fee. In addition to fees, PwC will charge an additional amount for its reasonable out of pocket expenses, actually incurred during each month after the Effective Date, including travel (including internal per ticket charge for booking travel, not to exceed $50.00 per round trip), lodging, and meal expenses for staff directly associated with the engagement, and any applicable sale, use, or value added tax directly attributable to the fees. The amount of TOM fees shall be subject to substantiation and to the right of NAPM to inquire into and to audit such amounts.

Ex

EXHIBIT A

TRANSITION SAVINGS INCENTIVE

As of the Effective Date, the TOP published by NAPM (Attachment 3A, Timelines, Public Version) specifies a maximum 24 month period, ending on April 1, 2017, to successfully complete transition from the incumbent LNPA to the new LNPA in all seven Regions. To provide an incentive for the TOM to facilitate a successful completion of the transition by October 1, 2016 or as soon as possible thereafter, the TOM will be paid a Transition Savings Incentive based upon the successful completion of the transition as provided in the TOP sooner than April 1, 2017, in the following amounts:

·  Transition Completed on or Before October 1, 2016. If transition is completed successfully as provided in the TOP on or before October 1, 2016 (that is, six or more months sooner than April 1, 2017), then in addition to the TOM Fees for the months in which Services and Deliverables were provided, PwC shall be entitled to payment of a Transition Savings Incentive equal to the product of (a) 0.5, times (b) the Average Monthly Fee, times (c) the difference between the number of months between April 1, 2017, and the date that the transition was completed successfully as provided in the TOP; or

·  Transition Completed after October 1, 2016 but On or Before January 1, 2017. If transition is completed successfully as provided in the TOP after October 1, 2016, but on or before January 1, 2017 (that is, less than 6 months but three or more months sooner than April 1, 2017), then in addition to the TOM Fees for the months in which Services and Deliverables were provided, PwC shall be entitled to payment of a Transition Savings Incentive equal to the product of (a) 0.4 times (b) the Average Monthly Fee times (c) the difference between the number of months between April 1, 2017, and the date that the transition was completed successfully as provided in the TOP; or

·  Transition Completed after January 1, 2017 but Before April 1, 2017. If transition is completed successfully as provided in the TOP after January 1, 2017 but before April 1, 2017 (that is, less than 3 months sooner than April 1, 2017), then in addition to the TOM Fees for the months in which Services and Deliverables were provided, PwC shall be entitled to payment of a Transition Savings Incentive equal to the product of (a) 0.25 times (b) the Average Monthly Fee times (c) the difference between the number of months between April 1, 2017, and the date that the transition was completed successfully as provided in the TOP.

No Transition Savings Incentive will be payable if transition is completed successfully as provided in the TOP on or after April 1, 2017. The parties agree that if transition is successfully completed as provided in the TOP during any month, the amount of the Transition Savings Incentive will be prorated. The parties agree, acknowledge, and understand that notwithstanding the inclusion in the TOM Engagement Letter of a Transition Savings Incentive, compliance with the other terms and conditions of the TOM Engagement Letter shall not be diminished.