Contract analysis

I. Executive Summary This memorandum summarizes the findings of the intellectual property due diligence review conducted by Calderwood & Harkness LLP ("C&H") in connection with the proposed acquisition of Cascadia Fiber Networks, Inc. ("Cascadia" or "CFN"), the target company, by Northgate Telecommunications PLC ("Northgate" or "NTP") through NTP Acquisition Sub, Inc. ("Acquisition Sub"), pursuant to a proposed all-c

II.A. Issued U.S. Patents Cascadia holds a portfolio of seven (7) issued United States utility patents. All patents are in the fields of fiber-optic network provisioning, wavelength management, automated dark fiber allocation, and data center interconnection optimization. The following table summarizes the issued patent portfolio: All seven issued patents are assigned to Cascadia Fiber Networks, Inc., and the assignm

II.B. Pending Patent Applications Cascadia has three (3) pending U.S. patent applications currently in prosecution before the USPTO. The following table summarizes the pending applications: The most notable item among the pending applications is U.S. Application No. 17/824,391 relating to dynamic wavelength provisioning algorithms. On January 28, 2025, the USPTO issued a non-final office action citing three prior art

II.C. Freedom-to-Operate Considerations Cascadia has not obtained any formal freedom-to-operate ("FTO") opinions from outside patent counsel with respect to its products, services, or technologies. While the absence of FTO opinions is not uncommon for a company of Cascadia's size and regional scope, it does represent an area of potential exposure, particularly in the post-closing context. As of the date of this memor

II.D. Patent Assignments and Chain of Title We conducted a review of patent assignment records on file with the USPTO and in Cascadia's internal records to confirm chain of title for all issued patents and pending applications. Our findings are as follows: All seven issued patents and three pending applications are recorded in the USPTO databases as assigned to Cascadia Fiber Networks, Inc. The chain of title is clea

III. Proprietary Software — FiberCommand Platform

III.A. Overview of FiberCommand Cascadia has developed and operates a proprietary network management and provisioning software platform marketed under the brand name "FiberCommand." FiberCommand is a central component of Cascadia's operational infrastructure and a significant element of the intellectual property portfolio being acquired in the Transaction. An understanding of FiberCommand's capabilities, architecture

III.B. Open-Source Software Components FiberCommand incorporates certain open-source software ("OSS") components as part of its technology stack. In response to C&H's due diligence request, Cascadia's engineering team provided a bill of materials and OSS manifest listing approximately forty-two (42) distinct open-source libraries, frameworks, and tools used within the FiberCommand platform. The OSS components span a

III.C. Compatibility with Northgate's NetOrchestra Platform Northgate's strategic rationale for the Transaction, as articulated in the investment thesis memorandum prepared by Northgate's corporate development team, includes the deployment of Northgate's NetOrchestra SaaS-based network management suite to Cascadia's enterprise and wholesale customer base. NetOrchestra is Northgate's flagship software platform, curren

III.D. Software Licenses (Inbound) Cascadia holds commercial software licenses from various third-party vendors for tools and systems used in the operation of its network and the development of the FiberCommand platform. We reviewed all material inbound software licenses identified in Cascadia's disclosure schedule and in the data room. The following categories of inbound licenses were reviewed: • Enterprise database

IV. Trademarks and Service Marks

IV.A. Registered Marks Cascadia holds four (4) active U.S. trademark registrations with the USPTO. All registrations are in the name of Cascadia Fiber Networks, Inc. The following table summarizes the registered trademark portfolio: All registrations are in full force and effect. Section 8 Declarations of Continued Use (required between the 5th and 6th year after registration) and, where applicable, Section 15 Declar

IV.B. Common Law and Unregistered Marks In addition to its registered trademarks, Cascadia uses various product names, service descriptors, and taglines in its marketing and sales materials that are not separately registered with the USPTO or any state trademark office. Examples identified in the data room materials include: • "Dark Fiber. Bright Future." (tagline used in marketing campaigns) • "FiberCommand Pro" (de

IV.C. Domain Names Cascadia holds the following registered domain names, as confirmed through WHOIS records and domain registrar account documentation provided in the data room: • cascadiafiber.com (primary corporate website) • cascadiafibernetworks.com (redirects to cascadiafiber.com) • fibercommand.com (product website for the FiberCommand platform) • fibercommand.net (defensive registration; parked) • cascadiacfn.

IV.D. Trademark Disputes No pending trademark opposition proceedings before the Trademark Trial and Appeal Board (TTAB) were identified with respect to any of Cascadia's registered or pending marks. No cancellation proceedings are pending. No cease-and-desist letters have been received by Cascadia from third parties alleging trademark infringement, and Cascadia has not sent any cease-and-desist letters to third parti

V. Trade Secrets and Confidential Information

V.A. Identification of Trade Secrets Cascadia's trade secret portfolio constitutes a significant component of its overall intellectual property assets. The principal categories of trade secrets and confidential business information identified through the diligence review include: • FiberCommand Source Code: The complete source code for the FiberCommand platform, including all proprietary modules, algorithms, data mod

V.B. Adequacy of Protective Measures The legal protectability of trade secrets depends in significant part on whether the trade secret holder has taken "reasonable measures" to maintain the secrecy of the information, as required under the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836 et seq.) and the applicable state trade secrets statutes (Oregon's Uniform Trade Secrets Act, ORS § 646.461 et seq.; Washington's

V.C. Co-Development Agreement — Willamette Applied Sciences Institute In March 2019, Cascadia entered into a Co-Development and Research Agreement (the "WASI Agreement") with the Willamette Applied Sciences Institute ("WASI"), a Portland-based university research laboratory affiliated with Willamette University. The WASI Agreement governs the joint development of fiber-optic sensing and monitoring technologies, speci

VI. Copyright Cascadia's copyrightable works include the following principal categories: • The FiberCommand software platform (source code and object code), including all modules, libraries, APIs, user interfaces, and documentation; • Internal technical documentation, including network engineering standards, operational procedures, and training materials; • Marketing and sales materials, including brochures, white pa

VII.A. Outbound Licenses As described in Section III.A, Cascadia licenses access to the FiberCommand platform to certain enterprise and wholesale customers as a value-added service embedded within broader telecommunications service agreements. The two most significant outbound licensing arrangements are: Pacific Ridge Data Centers, LLC. Under the Master Services Agreement between Cascadia and Pacific Ridge (effective

VII.B. Inbound Licenses As described in Section III.D above, our review of Cascadia's material inbound commercial software licenses did not reveal any licenses that would be terminated or require consent upon the change of control, other than the Ridgeline Industries database license requiring 30-day post-closing written notice. No additional issues were identified in the inbound license review. For completeness, the

VII.C. IP Assignment Agreements The following IP assignment agreements are relevant to the Transaction and have been reviewed as part of this diligence: Co-Founder Assignments. Derek Holmgren (CEO) and Priya Ramachandran (CTO) each executed a Founders' intellectual Property Assignment Agreement in connection with the incorporation of Cascadia Fiber Networks, Inc. in August 2011. Under these agreements, each co-founde

VIII. Open Issues and Recommendations Summary The following table summarizes the open issues and recommendations identified in this memorandum, organized by priority level. Items are categorized as "High Priority" (requiring resolution prior to closing or as a condition to closing), "Medium Priority" (recommended for resolution prior to closing or promptly after closing), or "Low Priority" (housekeeping items to be a