Contract analysis

ARTICLE I NAME The name of the corporation is Cascadia Fiber Networks, Inc.

ARTICLE II REGISTERED OFFICE AND REGISTERED AGENT The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of the registered agent of the Corporation at such address is Corporation Trust Associates. The Corporation may, from time to time, change its registered agent and registered office in the Sta

ARTICLE III PURPOSE The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL, as the same exists or may hereafter be amended. Without limiting the generality of the foregoing, the Corporation may, among other things, own, operate, maintain, construct, develop, manage, lease, license, and otherwise exploit fiber-optic network infrastructure, inclu

Section 4.1 *Authorized Capital Stock. The total number of shares of all classes of capital stock that the Corporation shall have authority to issue is one thousand (1,000) shares of common stock, par value $0.01 per share (the "Common Stock*"). The Common Stock shall constitute the only class of capital stock of the Corporation. No shares of preferred stock are authorized for issuance. The foregoing authorized capit

Section 4.2 *Sole Stockholder. As of the effective time of the Merger and immediately following the consummation thereof, all issued and outstanding shares of Common Stock of the Corporation are held by Northgate Telecommunications PLC, a public limited company organized under the laws of England and Wales (company number 04821937), as the sole stockholder of the Corporation (the "Sole Stockholder*"). The Corporation

Section 4.3 *Rights of Common Stock.* (a) Voting Rights. Each holder of record of shares of Common Stock shall be entitled to one (1) vote for each share of Common Stock held of record by such holder on all matters properly submitted to a vote of the stockholders of the Corporation, including the election and removal of directors. Except as otherwise required by the DGCL or by this Amended and Restated Certificate, t

Section 5.1 *Management by Board of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon the Board of Directors by statute or by this Amended and Restated Certificate or by the Bylaws of the Corporation (the "Bylaws*"), the Board of Directors is hereby empowered to exercise all such

Section 5.2 *Number of Directors.* The number of directors constituting the entire Board of Directors shall be fixed from time to time exclusively by resolution duly adopted by the Board of Directors or by the Sole Stockholder, and such number may be increased or decreased from time to time in such manner; provided, however, that in no event shall the number of directors be fewer than one (1) or such greater number a

Section 5.3 *Election, Removal, and Vacancies.* (a) Election. Directors of the Corporation shall be elected by the Sole Stockholder or, in the absence of stockholder action, may be elected by the Board of Directors in the manner provided by the DGCL. Each director so elected shall hold office until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, disqualification, or

Section 5.4 *No Classified Board.* The Board of Directors shall not be divided into classes. All directors shall serve for annual terms commencing upon election and expiring at the next annual meeting of stockholders or upon the earliest of such director's death, resignation, disqualification, or removal. Notwithstanding the foregoing, where the Sole Stockholder is the sole holder of all outstanding shares of Common

ARTICLE VI BYLAWS In furtherance and not in limitation of the powers conferred by the DGCL, the Board of Directors is expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation. The Sole Stockholder shall also have the power to adopt, amend, alter, or repeal the Bylaws of the Corporation. The fact that the power to adopt, amend, alter, or repeal the Bylaws has been conferred upon the Board o

ARTICLE VII LIMITATION OF DIRECTOR LIABILITY To the fullest extent permitted by the DGCL as it now exists or as it may hereafter be amended (including, without limitation, Section 102(b)(7) of the DGCL), no director of the Corporation shall be personally liable to the Corporation or to its stockholder for monetary damages for breach of fiduciary duty as a director. Without limiting the generality of the foregoing, to

Section 8.1 *Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an "Indemnified Person") who was or is made, or is threatened to be made, a party to, or is otherwise involved in, any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administr

Section 8.2 *Advancement of Expenses. The Corporation shall, to the fullest extent permitted by applicable law, pay the expenses (including attorneys' fees and disbursements) incurred by an Indemnified Person in defending or otherwise participating in any Proceeding in advance of its final disposition (hereinafter, an "Advancement of Expenses"); provided, however, that any such Advancement of Expenses shall be made o

Section 8.3 *Non-Exclusivity.* The rights to indemnification and Advancement of Expenses conferred by this Article VIII shall not be exclusive of any other right that any Indemnified Person may have or hereafter acquire under any statute, any other provision of this Amended and Restated Certificate, the Bylaws, any agreement (including the Merger Agreement), any vote of stockholders or disinterested directors, or oth

Section 8.4 *Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of the Corporation or of any other corporation, limited liability company, partnership, joint venture, trust, nonprofit entity, or other enterprise against any expense, liability, or loss, whether or not the Corporation would have the power to indemnify such person against su

Section 8.5 *Survival.* The rights to indemnification and Advancement of Expenses provided by, or granted pursuant to, this Article VIII shall continue as to an Indemnified Person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of the heirs, executors, administrators, and legal representatives of such Indemnified Person. No amendment to, modification of, or repeal of this

ARTICLE IX AMENDMENTS The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. Notwithstanding the foregoing, the provisions set forth in Article VII and Article VIII of this Amen

ARTICLE X STOCKHOLDER ACTION Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to auth

ARTICLE XI BOOKS AND RECORDS The Corporation may keep its books and records at such place or places, within or outside the State of Delaware, as may be designated from time to time by the Board of Directors or as the business of the Corporation may require. The principal business office of the Corporation shall be located at 2750 NW Thurman Street, Suite 400, Portland, Oregon 97210, or at such other place as the Boar