Contract analysis

I. Executive Summary This memorandum identifies and analyzes all material contracts, agreements, and instruments of Cascadia Fiber Networks, Inc. ("Cascadia" or "CFN") that contain "change of control" provisions that would be triggered by the proposed forward merger of NTP Acquisition Sub, Inc. ("Merger Sub"), a newly formed, wholly owned subsidiary of Northgate Telecommunications PLC ("Northgate" or "NTP"), with and

II. Scope and Methodology A. Documents Reviewed This analysis is based on our review of all material contracts, credit agreements, equity plans, and other instruments of Cascadia as produced to the Calderwood & Harkness LLP electronic data room (the "Data Room"), supplemented by Cascadia's written responses to the comprehensive due diligence request list dated February 12, 2025 (the "Request List"), as updated by sup

III. Detailed Analysis of Change of Control Provisions A. Elkhorn Capital Markets, LLC — Term Loan Agreement

1. Agreement Identification. The agreement at issue is the Term Loan Agreement, dated as of September 15, 2021, by and between Cascadia Fiber Networks, Inc., as Borrower, and Elkhorn Capital Markets, LLC, as Lender and Administrative Agent (as amended by the First Amendment to Term Loan Agreement, dated as of March 22, 2023, and the Second Amendment to Term Loan Agreement, dated as of November 8, 2024, collectively,

2. Change of Control Definition. Section 7.01(e) of the Elkhorn Term Loan Agreement defines "Change of Control" as follows: "Change of Control" means (i) any transaction or series of related transactions (including any merger, consolidation, recapitalization, or reorganization) the result of which is that any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 193

3. Consequences of Change of Control. Section 2.05(b) of the Elkhorn Term Loan Agreement provides that upon the occurrence of a Change of Control, the Borrower shall be required to prepay the entire outstanding principal amount of the Term Loans, together with all accrued and unpaid interest thereon and all applicable fees and premiums, on the date of such Change of Control (or, if the Change of Control is the result

Section 2.05(b)(ii) further provides for a prepayment premium in connection with any mandatory prepayment triggered by a Change of Control, calculated as follows: "In connection with any mandatory prepayment of the Term Loans pursuant to this Section 2.05(b), the Borrower shall pay to the Lender a prepayment premium equal to 1.0% of the aggregate principal amount of Term Loans being prepaid." Based on the current out

Section 2.05(c) requires the Borrower to provide the Lender and Administrative Agent with not less than 10 business days' prior written notice of the anticipated Change of Control, specifying the nature of the transaction, the expected closing date, and the estimated prepayment amount. This notice requirement is a condition to the orderly administration of the prepayment but is not a consent mechanism — Elkhorn has n

4. Timing and Strategy. Because the Elkhorn Term Loan Agreement does not require consent or approval from Elkhorn, but rather mandates prepayment upon a Change of Control, the primary workstream for this provision is the preparation and execution of the payoff mechanics: (a) Payoff Letter. We are currently preparing a draft payoff letter for delivery to Elkhorn. The payoff letter will request a statement of the total

1. Agreement Identification. The agreement at issue is the Master Services Agreement, dated as of January 12, 2019, by and between Cascadia Fiber Networks, Inc., as Service Provider, and Pacific Ridge Data Centers, LLC, as Customer (as amended by Amendment No. 1, dated as of June 30, 2020, and Amendment No. 2, dated as of February 15, 2022, collectively, the "Pacific Ridge MSA"). Under the Pacific Ridge MSA, Cascadia

2. Change of Control Definition. Section 14.3 of the Pacific Ridge MSA defines "Change of Control" as follows: "Change of Control" means, with respect to either party, (a) any merger, consolidation, reorganization, or similar transaction involving such party, (b) the sale or transfer of all or substantially all of the assets of such party, or (c) any other transaction or series of related transactions that results in

3. Consequences of Change of Control. Section 14.4 of the Pacific Ridge MSA provides the following consequences upon a Change of Control: "Neither party may undergo a Change of Control without the prior written consent of the other party. In the event that a party undergoes a Change of Control without obtaining such prior written consent, the other party shall have the right, exercisable in its sole discretion, to te

4. Timing and Strategy. This consent represents the highest-risk change of control provision identified in our review, and we recommend that it be treated as a priority item in the deal team's consent strategy. The following considerations inform our recommended approach: (a) Early Engagement. We recommend engaging Pacific Ridge on the consent request promptly after the signing of the merger agreement (target signing

1. Agreement Identification. The agreement at issue is the Wholesale Fiber Indefeasible Right of Use Agreement, dated as of April 8, 2017, by and between Cascadia Fiber Networks, Inc., as Grantor, and Clearpath Internet Services, Inc. ("Clearpath"), as Grantee (the "Clearpath IRU Agreement"). Under the Clearpath IRU Agreement, Cascadia granted Clearpath a 20-year indefeasible right of use in specified dark fiber stra

2. Change of Control Definition. Section 11.2 of the Clearpath IRU Agreement defines "Change of Control" as follows: "Change of Control" means any direct or indirect transfer, sale, merger, consolidation, or other transaction or series of related transactions that results in a change of more than fifty percent (50%) of the ownership or voting control of the Grantor from the ownership or voting control existing as of

3. Consequences of Change of Control. Section 11.3 of the Clearpath IRU Agreement provides as follows: "The Grantor shall not undergo a Change of Control without the prior written consent of the Grantee; provided, however, that such consent shall not be unreasonably withheld, conditioned, or delayed. In the event that the Grantor provides written notice to the Grantee of an anticipated Change of Control, the Grantee

4. Timing and Strategy. The favorable consent standard and deemed-consent mechanism substantially reduce the risk associated with this provision. Our recommended approach is as follows: (a) Prompt Written Notice. We recommend delivering written notice to Clearpath promptly after signing of the merger agreement. The target is delivery within five business days of the April 7, 2025 signing date — i.e., by approximately

1. Agreement Identification. The agreement at issue is the Cooperative Agreement, dated as of August 22, 2020, by and between Cascadia Fiber Networks, Inc. and the Oregon Municipal Broadband Cooperative (the "Cooperative"), as amended by the First Addendum, dated as of October 1, 2021 (collectively, the "Cooperative Agreement"). The Cooperative is a governmental cooperative organized under Oregon Revised Statutes Cha

2. Change of Control Definition. Section 9.1 of the Cooperative Agreement defines "Change of Control" as follows: "Change of Control" means any merger, acquisition, consolidation, or other transaction resulting in a change of the controlling interest of the Service Provider, whether through a direct or indirect transfer of equity interests, a merger of the Service Provider with or into another entity, or otherwise. T

3. Consequences of Change of Control. Section 9.2 of the Cooperative Agreement provides as follows: "The Service Provider may not undergo a Change of Control without the prior approval of the Board of Directors of the Cooperative (the 'Board'). The Service Provider shall provide written notice to the Cooperative of any anticipated Change of Control not less than sixty (60) days prior to the proposed effective date of

4. Timing and Strategy. The primary challenge with the Cooperative consent is timing. The Cooperative's board of directors meets on a periodic basis — likely quarterly, though the precise schedule must be confirmed with Cascadia management. If the board does not meet frequently, there may be limited opportunities to present the consent request within the Transaction timeline. Our recommended approach is as follows: (

1. Agreement Identification. The agreement at issue is the Cascadia Fiber Networks, Inc. 2016 Equity Incentive Plan, as adopted by the board of directors on March 15, 2016, and as amended on July 20, 2018 and February 4, 2021 (the "Plan"). The Plan provides for the grant of stock options (both incentive stock options and non-qualified stock options), restricted stock units ("RSUs"), restricted stock awards, stock app

2. Change of Control Definition. Section 2.7 of the Plan defines "Change of Control" as follows: "Change of Control" means the occurrence of any one of the following events: (a) any merger, consolidation, or similar transaction involving the Company in which the Company is not the surviving entity or in which the outstanding shares of the Company's common stock are converted into or exchanged for other securities or

3. Consequences of Change of Control. Section 12.1 of the Plan provides for single-trigger acceleration: "Notwithstanding any provision of this Plan or any Award Agreement to the contrary, upon the occurrence of a Change of Control, all outstanding and unvested Awards shall immediately and automatically vest in full as of the date of the Change of Control (or, if the Change of Control is the result of a merger or sim

4. Timing and Strategy. The acceleration under the Plan is automatic and self-executing. It does not require any consent, approval, or affirmative action by the Plan administrator, the board of directors, or any individual participant. The acceleration occurs by operation of the Plan's terms at the effective time of the Merger. Accordingly, the primary workstreams related to this provision are confirmatory and tax-re

IV. Summary Table of Change of Control Provisions The following table summarizes the change of control provisions identified in our review:

V. Additional Considerations A. Interaction with Merger Agreement Provisions The merger agreement, which is in advanced drafting with a target signing date of April 7, 2025, should address the change of control provisions identified in this memorandum in the following respects: (a) Representations and Warranties. The merger agreement should include representations by Cascadia regarding the completeness and accuracy o