Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Administrative Agent" means Pinnacle Atlantic Bank, N.A., in its capacity as administrative agent under the Credit Agreement, and any successor administrative agent appointed in accordance with the terms of the Credit Agreement. "Agreement" means this Security Agreement and Pledge Agreement, as the sa

Section 1.02 — Interpretation and Construction (a) Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Credit Agreement. All terms defined in the UCC and used but not otherwise defined in this Agreement or the Credit Agreement shall have the respective meanings ascribed to such terms in the UCC, as in effect from time to time. (b) Unless the context

Section 1.03 — Credit Agreement Controls In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Credit Agreement, the terms and provisions of the Credit Agreement shall govern and control; provided, however, that the foregoing shall not be construed to limit or otherwise affect the grant, perfection, or priority of the Security Interest in

ARTICLE II — GRANT OF SECURITY INTEREST IN COMPANY COLLATERAL

Section 2.01 — Grant of Security Interest As collateral security for the prompt and complete payment, performance, and discharge of all Obligations, the Borrower hereby grants, assigns, conveys, mortgages, pledges, hypothecates, and transfers to the Collateral Agent, for the ratable benefit of the Secured Parties, a continuing first-priority security interest in and lien on all of the following property and assets of

Section 2.02 — Security Interest Secures Obligations The Security Interest granted in Section 2.01 secures the prompt and complete payment, performance, and discharge of all Obligations under the Credit Agreement, including, without limitation, (a) all principal of and interest on the Term Loan A in the aggregate original principal amount of Three Hundred Million Dollars ($300,000,000), (b) all principal of and inter

Section 2.03 — Excluded Assets Notwithstanding anything to the contrary contained in Section 2.01, the Company Collateral shall not include the following assets (collectively, the "Excluded Assets"): (a) Any FCC license, FCC authorization (including the Borrower's international Section 214 authorization), state PUC certification, or other governmental permit, license, or authorization, in each case to the extent that

ARTICLE III [Reserved for Pledge Agreement — See Part B, Article VI below.]

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE BORROWER (AS GRANTOR) The Borrower hereby represents and warrants to the Collateral Agent and each Secured Party as of the date hereof and as of the date of each borrowing under the Credit Agreement (except to the extent any such representation or warranty expressly relates to a specific earlier date, in which case as of such earlier date) as follows:

Section 4.01 — Organization and Good Standing The Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (DE File Number: 5197843; EIN: 45-6128937). The Borrower has the corporate power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted. The Borrower is duly qualified to do business and

Section 4.02 — Authorization The execution, delivery, and performance of this Agreement by the Borrower have been duly authorized by all necessary corporate action on the part of the Borrower, including the approval of the Borrower's board of directors (or, following the Merger, the sole stockholder acting in its capacity as such). No other corporate proceedings on the part of the Borrower are necessary to authorize

Section 4.03 — Ownership of Collateral The Borrower is the sole legal and beneficial owner of the Company Collateral, and the Company Collateral is free and clear of all liens, encumbrances, security interests, claims, options, charges, and other adverse interests of every kind and nature whatsoever, other than (a) the Security Interest created by this Agreement and (b) Permitted Liens (as defined in the Credit Agree

Section 4.04 — Validity and Perfection This Agreement creates a valid and enforceable security interest in favor of the Collateral Agent in the Company Collateral, which security interest secures the Obligations. Upon the filing of UCC-1 financing statements naming the Borrower as debtor and the Collateral Agent as secured party in the office of the Secretary of State of the State of Delaware (the Borrower's jurisdic

Section 4.05 — No Conflicting Liens No UCC financing statement, fixture filing, or other filing or recording covering all or any portion of the Company Collateral is on file in any public recording or filing office, except (a) such filings as may have been made in connection with Permitted Liens, (b) filings previously made in connection with the Borrower's prior indebtedness to Elkhorn Capital Markets, LLC, all of w

Section 4.06 — Location of Collateral The Borrower's chief executive office and principal place of business is located at 2750 NW Thurman Street, Suite 400, Portland, OR 97210. The Borrower's fiber-optic network infrastructure and related telecommunications equipment is located across the States of Oregon, Washington, and Idaho, and in the northern portion of the State of Nevada, encompassing approximately 4,800 rout

Section 4.07 — Intellectual Property The Borrower owns or has valid and enforceable licenses to use all intellectual property constituting Company Collateral, free and clear of all liens and encumbrances other than Permitted Liens and the Security Interest. A complete listing of all registered patents, registered trademarks and service marks, and registered copyrights owned by the Borrower, including registration num

Section 4.08 — Commercial Tort Claims Schedule 4.08 attached hereto sets forth a true and complete list of all commercial tort claims (as defined in the UCC) of the Borrower as of the date hereof, including a brief description of each such claim and the parties involved. As of the date hereof, the Borrower has no known commercial tort claims other than as set forth on Schedule 4.08. The Borrower acknowledges and agre

Section 4.09 — Deposit Accounts and Securities Accounts Schedule 4.09 attached hereto sets forth a true and complete list of all deposit accounts and securities accounts maintained by the Borrower as of the date hereof, including the name and address of each depository bank or securities intermediary, the account number of each such account, and the type and purpose of each such account. The Borrower has no deposit a

ARTICLE V — COVENANTS OF THE BORROWER (AS GRANTOR) The Borrower hereby covenants and agrees with the Collateral Agent and each Secured Party as follows, in each case until the Obligations have been indefeasibly paid in full and all commitments under the Credit Agreement have been terminated:

Section 5.01 — Maintenance of Collateral The Borrower shall (a) maintain the Company Collateral in good condition, working order, and repair (ordinary wear and tear excepted), consistent with prudent industry practices and in a manner consistent with the Borrower's past practices, (b) make all necessary repairs to and replacements of the Company Collateral as may be necessary to keep the Company Collateral in such co

Section 5.02 — Defense of Title The Borrower shall, at its own cost and expense, defend title to the Company Collateral and the first-priority lien and security interest of the Collateral Agent therein against all claims, demands, and actions of all persons and entities whomsoever, and shall take all actions necessary to maintain and preserve the Collateral Agent's first-priority lien on and security interest in the

Section 5.03 — Further Assurances The Borrower shall, at its own cost and expense, promptly execute and deliver to the Collateral Agent such additional documents, instruments, and agreements as the Collateral Agent may from time to time reasonably request in order to create, preserve, perfect, maintain, continue, and protect the Security Interest in the Company Collateral and the first-priority status thereof, includ

Section 5.04 — No Disposition The Borrower shall not sell, lease, license, transfer, assign, convey, exchange, or otherwise dispose of any Company Collateral, or attempt to do any of the foregoing, except as expressly permitted under the Credit Agreement, including, without limitation, (a) dispositions of inventory in the ordinary course of business, (b) dispositions of worn-out, obsolete, or surplus equipment not us

Section 5.05 — No Additional Liens The Borrower shall not create, incur, assume, suffer, or permit to exist any lien, encumbrance, security interest, charge, claim, option, or other adverse interest of any kind or nature on or with respect to any Company Collateral, other than (a) the Security Interest created by this Agreement and (b) Permitted Liens (as defined in the Credit Agreement). The Borrower shall take all

Section 5.06 — Changes in Identity or Location The Borrower shall provide the Collateral Agent with not less than thirty (30) days' prior written notice of any change in: (a) the Borrower's legal name, as set forth in its certificate of incorporation or other organizational documents; (b) the Borrower's state or jurisdiction of organization; (c) the Borrower's organizational identification number (including its Delaw

Section 5.07 — Books and Records; Inspection The Borrower shall maintain complete and accurate books and records relating to the Company Collateral, including, without limitation, records of all accounts receivable, equipment, inventory, contracts, intellectual property, and other assets constituting Company Collateral, and shall keep such books and records at the Borrower's chief executive office or such other locat

Section 5.08 — Deposit Account Control Agreements The Borrower shall, within sixty (60) days after the date hereof, deliver to the Collateral Agent duly executed deposit account control agreements (in form and substance reasonably satisfactory to the Collateral Agent), with respect to each existing deposit account maintained by the Borrower as of the date hereof and listed on Schedule 4.09 hereto. With respect to any

Section 5.09 — Intellectual Property Covenants (a) The Borrower shall maintain and preserve all material intellectual property constituting Company Collateral in full force and effect, and shall timely file all applications for renewal, extensions, and maintenance fees with respect to all material registered patents, trademarks, and copyrights. (b) The Borrower shall not abandon, cancel, or allow to lapse any materia

Section 5.10 — Compliance with FCC and PUC Requirements (a) The Borrower shall maintain in full force and effect all licenses, certifications, authorizations, and permits issued by the FCC (including the Borrower's international Section 214 authorization) and by the applicable state public utility commissions in the States of Oregon, Washington, Idaho, and Nevada, and shall comply in all material respects with all ap

Section 5.11 — Collection of Accounts Receivable (a) Subject to the provisions of clause (b) below, the Borrower shall have the right to collect all accounts receivable constituting Company Collateral in the ordinary course of business, consistent with the Borrower's past practices, and to use and apply the proceeds thereof in the ordinary course of its business for any purpose not prohibited by the Credit Agreement

ARTICLE VI — GRANT OF SECURITY INTEREST IN PLEDGED EQUITY

Section 6.01 — Pledge and Grant As collateral security for the prompt and complete payment, performance, and discharge of all Obligations, NTP Holdings USA, Inc. (as the direct parent and sole stockholder of Cascadia Fiber Networks, Inc. following the Merger) hereby pledges, assigns, conveys, transfers, hypothecates, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a continuing firs

Section 6.02 — Delivery of Pledged Shares (a) Concurrently with the execution and delivery of this Agreement (or, in the case of uncertificated securities, as promptly as practicable thereafter), the Pledgor shall deliver to the Collateral Agent (or to a bailee designated by the Collateral Agent) all certificates, if any, representing the Pledged Shares, in each case accompanied by undated stock powers or other instr

Section 6.03 — Security Interest Secures Obligations The pledge and Security Interest granted in this Article VI secures the same Obligations described in Section 2.02 of this Agreement. For the avoidance of doubt, the Pledged Equity and the Company Collateral each secure the prompt and complete payment, performance, and discharge of all Obligations under the Credit Agreement and the other Loan Documents.

ARTICLE VII — REPRESENTATIONS AND WARRANTIES OF THE PLEDGOR The Pledgor hereby represents and warrants to the Collateral Agent and each Secured Party as of the date hereof and as of the date of each borrowing under the Credit Agreement (except to the extent any such representation or warranty expressly relates to a specific earlier date, in which case as of such earlier date) as follows:

Section 7.01 — Organization and Authority of Pledgor NTP Holdings USA, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Pledgor has the corporate power and authority to execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement by the Pledgor have been duly authorized by all nec

Section 7.02 — Ownership of Pledged Equity The Pledgor is the sole record and beneficial owner of one hundred percent (100%) of the issued and outstanding equity interests (including all shares of common stock of every class and series) of Cascadia Fiber Networks, Inc. The Pledgor holds such equity interests free and clear of all liens, encumbrances, security interests, claims, options, charges, proxies, voting trust

Section 7.03 — No Restrictions on Pledge There are no contractual, statutory, or other restrictions on the pledge, assignment, transfer, hypothecation, or encumbrance of the Pledged Shares, other than (a) restrictions imposed by applicable federal and state securities laws, (b) restrictions set forth in the Credit Agreement or this Agreement, and (c) any restrictions contained in the organizational documents of Casca

Section 7.04 — No Options or Warrants As of the date hereof, there are no outstanding options, warrants, rights, convertible securities, or other agreements or instruments obligating Cascadia Fiber Networks, Inc. to issue or sell any shares of its capital stock or other equity interests, or any securities or obligations exercisable or exchangeable for, or convertible into, any shares of capital stock or other equity

Section 7.05 — No Prior Pledges The Pledged Shares are not, and have not been, subject to any prior pledge, lien, security interest, encumbrance, charge, option, or other adverse claim or interest, other than the Security Interest created by this Agreement. Without limiting the generality of the foregoing, all liens, security interests, and encumbrances previously granted in favor of Elkhorn Capital Markets, LLC with