Contract analysis

I. Executive Summary This memorandum summarizes the findings of our employment and employee benefits due diligence review of Cascadia Fiber Networks, Inc. ("Cascadia" or "CFN"), a Delaware corporation headquartered at 2750 NW Thurman Street, Suite 400, Portland, Oregon 97210, conducted in connection with the proposed acquisition of Cascadia by Northgate Telecommunications PLC ("Northgate" or "NTP"). The proposed tran

1. Workforce Composition. Cascadia employs approximately 620 individuals across four states — Oregon, Washington, Idaho, and Nevada — consistent with its approximately 4,800 route miles of fiber-optic network infrastructure spanning those states. There is no unionized workforce, and no collective bargaining agreements are in effect or under negotiation.

2. Executive Change of Control Exposure. Three key executive employment agreements — with Chief Executive Officer Derek Holmgren, Chief Technology Officer Priya Ramachandran, and Chief Financial Officer Tobias Engel — contain change of control provisions that would be triggered by the Merger. These provisions entitle the executives to enhanced cash severance upon a qualifying termination within 18 to 24 months follow

3. Equity Acceleration. The 2016 Equity Incentive Plan contains a single-trigger acceleration provision under which all unvested options and restricted stock units vest immediately upon the consummation of a change of control, regardless of any termination of employment. This provision will result in full acceleration and cash-out of all outstanding unvested equity awards at the implied per-share merger consideration

4. Section 280G Golden Parachute Risk. The combination of cash severance and accelerated equity for the named executives may constitute "excess parachute payments" under Sections 280G and 4999 of the Internal Revenue Code. Because Cascadia is a privately held corporation, the stockholder vote exemption under Section 280G(b)(5)(B) is available and should be pursued prior to closing.

5. No Material Employment Litigation. No material pending employment litigation was identified. A single pre-litigation demand letter from a former Washington-based field technician, alleging wrongful termination and overtime wage violations, was assessed by Cascadia's counsel as low risk, with estimated potential exposure below the $250,000 de minimis threshold for indemnification claims under the anticipated merger

6. Retention Considerations. Retention of key executive and technical personnel is critical to the success of the post-closing integration, particularly with respect to Cascadia's customer relationships and the planned deployment of Northgate's NetOrchestra SaaS platform across Cascadia's fiber network. The sections that follow provide a detailed discussion of each area of our employment and benefits diligence review

II. Workforce Overview A. Headcount and Distribution As of the date of this memorandum, Cascadia employs approximately 620 individuals. The workforce is distributed across four states — Oregon, Washington, Idaho, and Nevada — reflecting the geographic footprint of Cascadia's fiber-optic network, which encompasses approximately 4,800 route miles of lit and dark fiber infrastructure serving enterprise, wholesale, and m

III. Key Executive Employment Agreements The following summarizes the material terms of the employment agreements and offer letters of Cascadia's four named executive officers, with particular attention to change of control provisions, severance entitlements, and restrictive covenants. A. Derek Holmgren — Chief Executive Officer & Co-Founder Title and Role. Derek Holmgren has served as Cascadia's Chief Executive Offi

IV. Broad-Based Employee Benefit Plans A. Health and Welfare Plans Cascadia maintains the following health and welfare benefit plans for its eligible employees: Medical Insurance. Cascadia sponsors a group health insurance plan providing medical coverage to eligible full-time employees and their dependents. The plan is fully insured through Northgate Specialty Insurance, with both PPO and high-deductible health plan

V. Equity Incentive Plan and Change of Control Acceleration A. Plan Overview Cascadia maintains the Cascadia Fiber Networks, Inc. 2016 Equity Incentive Plan (the "Plan"), which was adopted by the board of directors and approved by the stockholders on June 14, 2016. The Plan has been amended on three occasions — most recently on February 8, 2023 — to, among other things, increase the share reserve and add restricted s

Section 280G Overview. Section 280G provides that if the aggregate present value of "parachute payments" to a "disqualified individual" equals or exceeds three times (3x) the individual's "base amount" (generally, the average annual compensation over the five taxable years preceding the change of control), then the portion of such payments that exceeds one times (1x) the base amount is treated as an "excess parachute

VI. Non-Executive Severance and Change-in-Control Protections A. Severance Policy In addition to the executive-level change of control provisions described in Section III, Cascadia maintains a general severance policy applicable to all non-executive employees who are terminated without cause. The key terms of the policy are as follows: • Severance Amount: Two weeks of base pay per completed year of service, subject t

VII. Restrictive Covenant Agreements A. Employee Proprietary Information and Inventions Assignment Agreements (PIIAs) Cascadia requires all employees to execute a Proprietary Information and Inventions Assignment Agreement ("PIIA") at the time of hire. We have reviewed the current form of PIIA and confirmed that it includes the following provisions: • Confidentiality Obligations: Indefinite obligation to maintain the