Contract analysis

I. Executive Summary The purpose of this memorandum is to provide a comprehensive analysis of the commitment letter dated March 10, 2025 (Reference: PAB-CL-2025-03102) (the "Commitment Letter") issued by Pinnacle Atlantic Bank, N.A. ("Pinnacle" or "PAB"), located at 270 Park Place, Charlotte, North Carolina 28202, in its capacity as administrative agent and lead arranger. Pursuant to the Commitment Letter, Pinnacle h

II. Transaction Context A. Overview of the Acquisition Northgate Telecommunications PLC (listed on the London Stock Exchange under the ticker NTP and on the New York Stock Exchange as an American Depositary Receipt under the ticker NTPL) is a United Kingdom-headquartered publicly traded telecommunications and software-as-a-service ("SaaS") company with global operations. For fiscal year ended December 31, 2024 ("FY20

III. Summary of Commitment Letter Terms Set forth below is a detailed summary of the material terms and conditions contained in the Commitment Letter. This summary is organized by topic and includes our preliminary assessment of each material term. We note that several terms are described in the Commitment Letter as being subject to further negotiation in the definitive credit agreement and related loan documentation

1. A first-priority perfected security interest and lien on substantially all assets of Cascadia Fiber Networks, Inc. (as the surviving entity and borrower post-closing), including but not limited to tangible personal property, equipment, accounts receivable, inventory, intellectual property, contract rights, and proceeds thereof.

2. A first-priority pledge of 100% of the equity interests of Cascadia held by Northgate's U.S. holding subsidiary (NTP Americas Holdings, Inc., or such other entity as holds the equity of the Surviving Corporation post-merger).

3. Pinnacle Atlantic Bank, N.A. will serve as collateral agent on behalf of the syndicate lenders. The Commitment Letter contemplates customary excluded asset carve-outs, which are to be negotiated in the definitive security agreement. Standard exclusions typically include: (a) assets the pledge or grant of a security interest in which would violate applicable law or contractual prohibitions (subject to customary ove

IV. Syndicate Composition and Commitments A. Individual Commitments The Commitment Letter identifies the following syndicate composition and individual lender commitments: Pinnacle's 40.0% hold position as administrative agent and lead arranger is within the typical range for a lead arranger in a facility of this size (generally 30%–50%). The remaining 60% is distributed among three co-lenders, with Commonwealth Trus

V. Flex Provisions The Commitment Letter contains flex provisions that grant Pinnacle Atlantic the right to modify certain terms of the Facility to facilitate syndication. These provisions are commonly referred to as "market flex" and are standard features of acquisition financing commitment letters. However, the specific parameters of the flex provisions in this Commitment Letter are, in certain respects, at the mor

VI. Conditions Precedent to Funding The Commitment Letter sets forth the conditions precedent that must be satisfied (or waived by Pinnacle) before the lenders are obligated to fund the Facility. These conditions are organized below by category, followed by our assessment. A. Documentation Conditions The following documentation conditions must be satisfied at or prior to closing: (a) Execution and delivery of the def

VII. Representations, Covenants, and Events of Default (Summary Framework) The Commitment Letter contemplates that the definitive credit agreement will contain comprehensive representations, covenants, and events of default provisions, as summarized below. The specific terms of these provisions will be negotiated during the definitive documentation phase. A. Representations. As noted in Section VI.C above, the Commit

VIII. Key Negotiation Points and Recommendations Based on our analysis of the Commitment Letter, we have identified the following key negotiation points that should be raised with Pinnacle Atlantic and Hargreaves & Liddell LLP during the definitive documentation phase. These points are organized by topic area, with specific recommendations for each. A. Pricing.

1. Narrower Pricing Flex: Negotiate a reduction in the maximum pricing flex from 50 basis points to 25 basis points. If Pinnacle insists on retaining the 50 basis point flex, propose a tiered structure with the first 25 basis points at Pinnacle's discretion and the second 25 basis points subject to a good-faith determination that syndication cannot be completed at the lower pricing level, with Northgate receiving adv

2. SOFR Floor: Negotiate an explicit SOFR floor of 0.00% in the definitive credit agreement. If Pinnacle exercises the SOFR floor flex, cap the floor at 50 basis points rather than the 75 basis