Contract analysis

I.A. Purpose and Scope This report (the "Report") summarizes the legal due diligence conducted by Calderwood & Harkness LLP ("C&H" or the "Firm") in connection with the proposed acquisition (the "Transaction") by Northgate Telecommunications PLC ("Northgate" or "NTP") of Cascadia Fiber Networks, Inc. ("Cascadia" or "CFN" or the "Company") through a forward merger valued at Seven Hundred Fifty Million Dollars ($750,00

I.B. Transaction Overview The key parameters of the Transaction are as follows: The strategic rationale for the Transaction centers on the complementary nature of Cascadia's fiber infrastructure assets with Northgate's existing North American network and technology platform. Cascadia's approximately 4,800 route miles of lit and dark fiber spanning Oregon, Washington, Idaho, and northern Nevada fill a significant gap

I.C. Summary of Key Findings and Risk Items Based on the due diligence conducted through the date of this Report, C&H has identified the following key findings and risk items, organized by priority level. High-Priority Items Requiring Pre-Signing Resolution or Contractual Protection:

1. Change of Control Consent Requirements in Three Material Commercial Contracts. Three of Cascadia's material commercial contracts contain change of control provisions that will be triggered by the Transaction: (a) the Master Services Agreement with Pacific Ridge Data Centers, LLC (approximately $22 million in annual revenue; consent at Pacific Ridge's sole discretion); (b) the Wholesale Fiber IRU Agreement with Cle

2. Mandatory Prepayment of Elkhorn Capital Markets Term Loan. The change of control triggered by the Transaction will require mandatory prepayment of Cascadia's existing term loan with Elkhorn Capital Markets, LLC in the aggregate amount of approximately $82,600,000 in outstanding principal, plus a 1.0% prepayment premium of $826,000 and accrued and unpaid interest. This payoff is budgeted within the Transaction fund

3. Accelerated Vesting of Equity Incentive Plan. Cascadia's equity incentive plan provides for the accelerated vesting of all outstanding stock options and restricted stock units upon a change of control. The financial impact of such acceleration must be quantified based on the spread between applicable exercise prices and the $15.79 per-share merger consideration. Additionally, accelerated vesting may give rise to S

4. FCC License Transfer Requirements. Cascadia holds an international Section 214 authorization from the Federal Communications Commission, and the Transaction will require prior FCC approval of the transfer of control. Additionally, Cascadia holds public utility commission certifications in Oregon, Washington, Idaho, and Nevada, each of which will require notification and/or approval. FCC and state PUC requirements

5. CFIUS Considerations. Given Northgate's domicile in the United Kingdom (a foreign acquirer for CFIUS purposes), Cascadia's proximity to certain government and Department of Defense customer sites in the Pacific Northwest, and the critical infrastructure nature of the fiber telecommunications network, C&H recommends that Northgate file a voluntary notice with the Committee on Foreign Investment in the United States

II. CORPORATE ORGANIZATION AND GOOD STANDING

II.A. Formation and Organizational Documents Cascadia Fiber Networks, Inc. is a corporation organized and existing under the laws of the State of Delaware. The Company was incorporated on March 14, 2011. Relevant organizational details are set forth below: Certificate of Incorporation. We have reviewed the Restated Certificate of Incorporation of Cascadia Fiber Networks, Inc., as amended through May 16, 2022 (the "Ch

II.B. Subsidiaries and Affiliates Based on our review of the documents provided in the VDR and the representations of Ms. Whitfield, Cascadia does not have any subsidiaries or affiliated entities. All of the Company's assets, including its fiber network infrastructure, rights-of-way, easements, and other real property interests, are held directly by Cascadia Fiber Networks, Inc. We note that some fiber network operat

II.C. Capitalization The authorized capital stock of Cascadia, as set forth in the Charter, consists of 100,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. No shares of preferred stock are currently issued or outstanding. All previously issued series of preferred stock were converted to common stock in connection with the Company's 2019

II.D. Board of Directors and Governance The Board of Directors of Cascadia (the "Board") currently consists of six members. According to the information provided by Ms. Whitfield, the Board seat formerly held by a second independent director, Martin Coelho, has been vacant since Mr. Coelho's resignation in November 2024 and has not been filled. The current composition of the Board is as follows: We have reviewed the

II.E. Stockholder Approval Requirements Under DGCL Section 251(c), the merger requires the affirmative vote of the holders of a majority of the outstanding shares of Cascadia common stock entitled to vote thereon. Based on 38,900,000 shares of common stock currently outstanding (which are the only shares entitled to vote), the required approval threshold is 19,450,001 shares. To provide certainty of stockholder appro

III.A. Overview of Contract Review In connection with the legal due diligence, C&H has conducted a comprehensive review of Cascadia's material contracts. The scope of the contract review encompasses the following categories: (a) all contracts with annual revenue or expenditure value exceeding $1,000,000; (b) all contracts containing change of control, assignment, or termination provisions that may be triggered by the

III.B. Change of Control Provisions — Critical Analysis The most significant finding of the contract due diligence relates to the change of control provisions contained in certain of Cascadia's material contracts. Because the forward merger constitutes a change of control of Cascadia (the Company's stockholders will cease to hold any equity interest in the Surviving Corporation, and Northgate will acquire 100% owners

III.B.1. Elkhorn Capital Markets Term Loan Cascadia is party to a Term Loan Credit Agreement dated as of July 15, 2021, as amended on March 1, 2023 and November 8, 2024, by and between Cascadia Fiber Networks, Inc., as Borrower, and Elkhorn Capital Markets, LLC, as Lender and Administrative Agent (the "Elkhorn Credit Agreement"). The key terms relevant to the Transaction are as follows: The forward merger clearly con

III.B.2. Master Services Agreement with Pacific Ridge Data Centers, LLC Cascadia is party to a Master Services Agreement dated as of January 10, 2019, as amended on June 4, 2021 and February 15, 2023, with Pacific Ridge Data Centers, LLC ("Pacific Ridge") (the "Pacific Ridge MSA"). Under the Pacific Ridge MSA, Cascadia provides dedicated fiber connectivity services linking Pacific Ridge's data center facilities in Po

III.B.3. Wholesale Fiber IRU Agreement with Clearpath Internet Services, Inc. Cascadia is party to a Wholesale Fiber Indefeasible Right of Use Agreement dated as of August 22, 2017, with Clearpath Internet Services, Inc. ("Clearpath") (the "Clearpath IRU Agreement"). Under this agreement, Clearpath holds a 20-year indefeasible right of use for dark fiber capacity on specified segments of Cascadia's fiber network in O

III.B.4. Oregon Municipal Broadband Cooperative Agreement Cascadia is party to a Cooperative Services Agreement dated as of November 3, 2022, with the Oregon Municipal Broadband Cooperative (the "OMBC"), a governmental cooperative formed under Oregon Revised Statutes Chapter 190 (the "OMBC Agreement"). Under the OMBC Agreement, Cascadia provides fiber backbone services to the OMBC and participates in the cooperative'

III.B.5. Equity Incentive Plan Cascadia's equity incentive plans (the 2011 Stock Incentive Plan, as amended and restated in 2018, and the 2021 Equity Incentive Plan) (collectively, the "Plans") contain provisions providing for the automatic accelerated vesting of all outstanding stock options and restricted stock units upon a "Change of Control" of the Company (as defined in the Plans). The forward merger constitutes

III.C. Other Material Contracts In addition to the contracts with change of control provisions discussed above, C&H has reviewed or is in the process of reviewing the following categories of material contracts: Customer Contracts — Enterprise Accounts. C&H has reviewed the top ten customer contracts by annual revenue, including the Pacific Ridge MSA discussed above. The remaining nine contracts in the top ten include

III.D. Most-Favored-Nation and Exclusivity Provisions C&H has identified the following contracts containing most-favored-nation ("MFN") pricing clauses or exclusivity obligations: MFN Provisions. Two of Cascadia's enterprise customer agreements contain MFN pricing clauses requiring Cascadia to offer the customer pricing no less favorable than that offered to any other similarly situated customer for comparable servic

IV.A. Existing Credit Facility — Elkhorn Capital Markets, LLC As discussed in Section III.B.1 above, Cascadia is the borrower under a Term Loan Credit Agreement with Elkhorn Capital Markets, LLC, as lender and administrative agent. The outstanding principal balance as of the date of this Report is $82,600,000, bearing interest at SOFR + 3.75%. The term loan is secured by a first priority lien on substantially all of

IV.B. Capital Leases Cascadia has approximately $12,300,000 in outstanding capital lease obligations for fiber optic equipment, including DWDM (Dense Wavelength Division Multiplexing) systems, optical amplifiers, fiber test equipment, and network switching and routing hardware. The capital leases are held with three equipment lessors: C&H is reviewing each capital lease agreement for change of control or assignment p

IV.C. UCC and Lien Searches C&H has conducted Uniform Commercial Code searches in the following jurisdictions: (a) Delaware — state of incorporation (search of Delaware Secretary of State records); (b) Oregon — principal place of business and primary operations (search of Oregon Secretary of State records); (c) Washington — state of operations (search of Washington Secretary of State records); (d) Idaho — state of op

IV.D. Guarantees and Contingent Liabilities Based on our review of the documents provided in the VDR and the representations of Ms. Whitfield, Cascadia has not issued any guarantees, letters of credit, surety bonds, or other contingent obligations, other than the following: (a) A $250,000 irrevocable standby letter of credit issued by Cascadia's depository bank, Columbia Gorge National Bank, in favor of the landlord

V. REGULATORY AND GOVERNMENTAL MATTERS

V.A. FCC Licenses and Authorizations Cascadia holds an international Section 214 authorization from the Federal Communications Commission (the "FCC"), File No. ITC-214-20140318-00092, which authorizes Cascadia to provide international telecommunications services as a facilities-based and resale carrier. This authorization was granted on April 25, 2014, and has been maintained in good standing through the timely filin

V.B. State PUC Certifications Cascadia holds public utility commission or equivalent regulatory certifications in the four states in which it operates fiber network infrastructure: The requirements for state PUC approvals vary by jurisdiction and are generally less rigorous than the FCC approval process. However, the cumulative timeline for obtaining all four state approvals or completing all required notifications m

V.C. HSR Act — Antitrust The Transaction is subject to the pre-merger notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder. Both the size-of-transaction and size-of-person thresholds are satisfied: (a) Size of Transaction: The aggregate value of the Transaction ($750,000,000) exceeds the applicable 2025