Contract analysis

I. Executive Summary The purpose of this memorandum is to assess all regulatory filing requirements, anticipated timelines, risk levels, and the recommended filing sequence for the proposed acquisition of Cascadia Fiber Networks, Inc. ("Cascadia" or the "Target") by Northgate Telecommunications PLC ("Northgate" or the "Acquirer"). The transaction will be structured as a forward merger of NTP Acquisition Sub, Inc. ("M

1. Hart-Scott-Rodino Act Premerger Notification. A filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), is required for both Northgate (as the acquiring person) and Cascadia (as the acquired person). The applicable filing fee is $250,000.

2. FCC Transfer of Control Application. An application for consent to transfer control of Cascadia's international Section 214 authorization must be filed with the Federal Communications Commission (the "FCC") pursuant to 47 U.S.C. § 214 and related FCC rules. Because Northgate is a foreign-owned entity domiciled in the United Kingdom, FCC review will include foreign ownership analysis and may involve coordination wi

3. State Public Utility Commission Notifications and Applications. Cascadia holds public utility commission or equivalent certifications in four states — Oregon, Washington, Idaho, and Nevada — each of which requires notification and/or prior approval in connection with a change of control of a certificated telecommunications provider.

4. Voluntary CFIUS Notice. Although the Transaction may not trigger a mandatory declaration under the Foreign Investment Risk Review Modernization Act of 2018 ("FIRRMA"), we recommend that Northgate file a voluntary notice with the Committee on Foreign Investment in the United States ("CFIUS") in order to obtain safe harbor clearance and preclude the risk of post-closing governmental intervention. CFIUS jurisdiction

II. Transaction Overview Acquirer Northgate Telecommunications PLC ("Northgate" or "NTP") is a public limited company organized under the laws of England and Wales, with its registered office and principal executive offices located at 14 Broadwick Place, London W1F 8HN, United Kingdom. Northgate's ordinary shares are listed on the London Stock Exchange under the ticker symbol "NTP," and Northgate's American Depositar

III. HSR Act Premerger Notification

III.A. Applicability Analysis The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (15 U.S.C. § 18a) (the "HSR Act"), and the implementing rules promulgated by the Federal Trade Commission (16 C.F.R. Parts 801–803), require that parties to certain mergers and acquisitions file premerger notification with the FTC and the Antitrust Division of the U.S. Department of Justice ("DOJ") and observe a statuto

III.B. Filing Fee Under the 2025 HSR Act filing fee schedule, the filing fee is determined by the aggregate total amount of voting securities, non-corporate interests, and assets to be held as a result of the transaction. For a transaction valued at $750,000,000, the applicable filing fee tier is $500 million to less than $1 billion, which carries a filing fee of $250,000. The filing fee is payable by the acquiring p

III.C. Filing Process and Timing Target Filing Date. We recommend that the HSR Act notification forms for both Northgate and Cascadia be filed within 10 business days following the execution of the merger agreement. Based on the target signing date of April 7, 2025, this implies a target HSR filing date of approximately April 21, 2025. Filing promptly after signing is essential to initiate the waiting period as early

III.D. Substantive Antitrust Assessment Market Definition. For purposes of analyzing the competitive effects of the Transaction, the relevant product markets include: (i) regional fiber-optic infrastructure services (including lit and dark fiber, wavelength provisioning, and data center interconnection) in the Pacific Northwest and northern Great Basin region; and (ii) enterprise SaaS platforms for unified communicat

III.E. Item 4(c) and 4(d) Document Considerations The HSR Act notification form requires the production of certain categories of documents as part of the filing: Item 4(c) Documents. Item 4(c) requires the production of all documents that were prepared by or for any officer or director of the filing person for the purpose of evaluating or analyzing the Transaction with respect to markets, market shares, competition,

III.F. Recommended Actions In light of the foregoing analysis, we recommend the following actions with respect to the HSR Act filing:

1. Pre-Signing Preparation. Begin preparing draft HSR notification forms for both Northgate and Cascadia immediately. Compile an index of documents potentially responsive to Items 4(c) and 4(d) and initiate collection and privilege review.

2. Economic Analysis. Engage antitrust economists, if needed, to support market definition and competitive effects analysis. Given the low-risk antitrust profile of the Transaction, we do not anticipate the need for extensive economic analysis at this stage, but we recommend having economic resources available in the event the reviewing agency raises questions during the waiting period.

3. Financial Advisor Coordination. Coordinate with Prumvane Brothers & Co. (Simone Favreau) and Copperfield Zanthor & Partners (Paul Tremaine) to collect all responsive financial advisor documents for production under Item 4(d). Financial advisors should be reminded of the obligation to preserve relevant materials.

4. Filing and Early Termination Request. File the HSR notification forms within 10 business days of signing and request early termination of the waiting period concurrently with filing.

5. Monitoring. Monitor the waiting period and maintain readiness to respond to any agency inquiries, requests for voluntary information, or, in the unlikely event, a Second Request.

IV.A. Applicability Cascadia holds an international Section 214 authorization issued by the FCC, which permits Cascadia to provide international telecommunications services. In addition, Cascadia may hold domestic Section 214 authorizations or operate under blanket authorizations for certain domestic transport and connectivity services. The Transaction, which will result in a transfer of control of Cascadia to Northg

IV.B. Filing Requirements The application for consent to transfer control will be filed using FCC Form 214 (or the applicable successor form and electronic filing system). The application must include the following components: Description of the Parties. Detailed descriptions of Northgate (as the proposed transferee) and Cascadia (as the current licensee), including corporate structure, principal officers and directo

IV.C. Timing Target Filing Date. We recommend filing the FCC transfer of control application within 15 business days of signing the merger agreement. Based on the target signing date of April 7, 2025, this implies a target FCC filing date of approximately April 28, 2025. FCC Review Period. The FCC's review of transfer of control applications involving foreign ownership typically takes 90 to 180 days from the date the

IV.D. Risk Assessment We assess the overall risk level associated with the FCC transfer of control application as low to moderate. The principal factors supporting this assessment are as follows: Favorable Factors: • The United Kingdom is a close and longstanding ally of the United States and a member of the Five Eyes intelligence alliance. FCC and Executive Branch agencies have historically been receptive to acquisi

1. Begin Drafting Immediately. Commence preparation of the FCC transfer of control application, including the foreign ownership disclosure, public interest statement, and all supporting documentation.

2. Foreign Ownership Disclosure. Prepare a comprehensive foreign ownership disclosure for Northgate, including a corporate organizational chart, identification of principal shareholders (to the extent known for a publicly traded company), and confirmation of the absence of foreign government ownership.

3. Pre-Filing Meeting. Schedule and conduct a pre-filing meeting with the FCC International Bureau staff at the earliest practicable date following the signing of the merger agreement.

4. FCC-CFIUS Coordination. Coordinate the FCC application and the CFIUS voluntary notice to present a consistent narrative regarding foreign ownership, national security, and public interest. Inconsistencies between the two filings could create unnecessary complications.

5. Regulatory Counsel Coordination. Howard Bellamy of Calderwood & Harkness will serve as lead counsel for the FCC filing, working in close coordination with Aaron Whitmore of WKB, who serves as Cascadia's regulatory counsel and has established relationships with FCC staff. This collaborative approach will ensure that both the transferor and transferee perspectives are reflected in the application.

V. State Public Utility Commission Approvals

V.A. Overview Cascadia holds state public utility commission ("PUC") certifications or equivalent authorizations in four states: Oregon, Washington, Idaho, and Nevada. Each of these states imposes separate requirements for notification, approval, or consent in connection with a change of control of a certificated telecommunications utility or telecommunications provider. While state PUC processes are generally less b

V.B. Oregon Public Utility Commission (Oregon PUC) Cascadia holds a certificate of authority from the Oregon Public Utility Commission authorizing it to provide telecommunications services within the State of Oregon. Under Oregon law and the rules of the Oregon PUC, the transfer of control of a certificated telecommunications utility requires the prior approval of the Oregon PUC. Filing Requirements. An application m

V.C. Washington Utilities and Transportation Commission (Washington UTC) Cascadia holds authorization from the Washington Utilities and Transportation Commission ("Washington UTC") to provide telecommunications services within the State of Washington. Under Washington law and the rules of the Washington UTC, a change in the controlling interest of a certificated telecommunications company generally requires prior not

V.D. Idaho Public Utilities Commission (Idaho PUC) Cascadia provides fiber-optic transport and connectivity services in portions of the State of Idaho. The Idaho Public Utilities Commission ("Idaho PUC") may require notification and/or approval in connection with a change of control, depending on the classification of Cascadia's services under Idaho law. Filing Requirements. A notification filing must be made with th

V.E. Nevada Public Utilities Commission (Nevada PUC) Cascadia holds a certificate of public convenience and necessity from the Nevada Public Utilities Commission ("Nevada PUC") authorizing it to provide telecommunications services in northern Nevada. Under Nevada law, the transfer of control of a certificated telecommunications provider requires the prior approval of the Nevada PUC. Filing Requirements. An applicatio

V.F. Filing Strategy We recommend the following filing strategy for the state PUC approvals: Timing. All four state PUC applications and/or notifications should be filed concurrently with, or within a few business days after, the FCC transfer of control application. Based on the target FCC filing date of approximately April 28, 2025, the state PUC filings should be submitted by approximately April 28 to May 2, 2025.

VI.A. Applicability and Rationale for Voluntary Filing The Committee on Foreign Investment in the United States ("CFIUS") is an interagency committee, chaired by the Secretary of the Treasury, that reviews certain transactions involving foreign investment in the United States for national security implications. CFIUS's authority is derived from Section 721 of the Defense Production Act of 1950, as amended (50 U.S.C.

VI.B. Risk Assessment Our overall assessment of the CFIUS risk associated with the Transaction is low. We base this assessment on the following analysis: Favorable Factors: • Five Eyes Alliance Partner. The United Kingdom is a member of the Five Eyes intelligence-sharing alliance, alongside the United States, Canada, Australia, and New Zealand. The Five Eyes partnership represents the closest and most trusted intelli

VI.C. Filing Process and Timing Filing Mechanism. We recommend filing a full voluntary notice with CFIUS, rather than a short-form declaration. Although the short-form declaration process (which provides for a 30-day review period) is available, CFIUS may respond to a declaration by requesting a full notice, which would effectively restart the review timeline. Given the critical infrastructure nature of Cascadia's bu

VI.D. Preparation and Coordination The preparation of the CFIUS voluntary notice will require the collection and analysis of detailed information from both Northgate and Cascadia, including the following: Northgate Ownership and Governance. A detailed description of Northgate's corporate structure, ownership, board composition, and governance. This will include identification of Northgate's principal shareholders (to

VII. Consolidated Regulatory Timeline

VII.A. Timeline Table The following table sets forth the estimated timeline for all regulatory filings and approvals in connection with the Transaction:

VII.B. Critical Path Analysis Based on the estimated timelines for each regulatory filing, the FCC transfer of control application is most likely to constitute the critical path item for the Transaction's regulatory approval process. The FCC review period of 90 to 120 days from acceptance of the application is the longest of the four regulatory workstreams. The potential for Team Telecom coordination as part of the F