Contract analysis

I. Executive Summary Calderwood & Harkness LLP has reviewed the representations and warranties insurance ("R&W Insurance" or the "Policy") policy to be placed in connection with Northgate Telecommunications PLC's ("Northgate" or "NTP") proposed acquisition of Cascadia Fiber Networks, Inc. ("Cascadia" or "CFN") for aggregate merger consideration of $750,000,000 in an all-cash transaction structured as a forward merger

II. Transaction Overview To provide context for the analysis of the R&W Insurance policy, we summarize below the key terms and participants of the proposed transaction. A. The Acquirer Northgate Telecommunications PLC ("Northgate" or "NTP") is a public limited company organized under the laws of England and Wales. Northgate's ordinary shares are listed on the London Stock Exchange (ticker: NTP), and its American Depo

III. Policy Structure and Key Terms This Section provides a detailed summary of the structural terms and conditions of the R&W Insurance policy as reflected in the current draft policy wording circulated by Gresham Underwriting Group, Ltd. on March 21, 2025. The terms described below are subject to finalization prior to binding, and certain terms remain under active negotiation as discussed further in Sections V and

IV. Scope of Coverage A. Covered Representations and Warranties The Policy covers losses arising from breaches of the representations and warranties made by Cascadia in the Merger Agreement. Specifically, the Policy provides coverage for any breach of the representations and warranties set forth in Article IV of the Merger Agreement (the "Seller Representations"), which encompass the full range of representations cus

V. Exclusions and Coverage Gaps While the Policy provides broad coverage for breaches of Cascadia's representations and warranties, it is subject to a number of exclusions and limitations that narrow the scope of coverage in important respects. This Section identifies and analyzes the key exclusions and coverage gaps in the Policy. A. Known Breaches / Actual Knowledge Exclusion The Policy excludes any loss arising fr

1. Oliver Mackenzie, Responsible Partner, Calderwood & Harkness LLP

2. Andrew Fitzpatrick, Lead Associate, Calderwood & Harkness LLP

3. Liam Sutherland, VP Corporate Development, Northgate Telecommunications PLC

4. Gemma Haverford, Director, M&A Integration, Northgate Telecommunications PLC The scope of the knowledge group is a critical policy term. An overly broad knowledge group increases the risk that knowledge held by a single individual (even if not communicated to the broader deal team) will be attributed to the named insured and trigger the exclusion. Conversely, an inappropriately narrow knowledge group may raise con

1. Forward-Looking Statements and Projections The Policy excludes any loss arising from or relating to the breach of any representation or warranty to the extent such representation or warranty relates to financial projections, forecasts, budgets, estimates, or other forward-looking statements provided by Cascadia management. This exclusion is standard in R&W policies and reflects the inherent uncertainty and subject

2. Purchase Price Adjustments The Policy excludes any loss arising from or relating to the post-closing purchase price adjustment mechanism set forth in the Merger Agreement. The Merger Agreement establishes a customary working capital adjustment mechanism with a target net working capital of $14,800,000 and a collar of plus or minus $1,500,000 (i.e., no adjustment is made unless actual net working capital at closing

3. Pension and Multiemployer Plan Underfunding The Policy excludes any loss arising from or relating to any liability under Title IV of ERISA (the Employee Retirement Income Security Act of 1974), including any withdrawal liability under Section 4201 of ERISA in connection with a multiemployer plan. This exclusion addresses the risk that an acquired company may have unfunded or underfunded defined benefit pension obl

4. Transfer Pricing and Intercompany Transactions The Policy excludes any loss arising from or relating to transfer pricing adjustments, assessments, or challenges by any taxing authority in connection with intercompany arrangements between or among Cascadia and any of its affiliates. This exclusion is designed to address the risk that taxing authorities may challenge the pricing of intercompany transactions and impo

5. Environmental Remediation for Known Contamination The Policy excludes any loss arising from or relating to environmental contamination, remediation obligations, or environmental liabilities that were actually known to the insured or specifically identified in environmental diligence reports as of the date of the Policy's inception (closing date). This exclusion operates in conjunction with the general "known breac

6. Covenant Breaches The Policy covers only breaches of representations and warranties set forth in the Merger Agreement. The Policy does not cover losses arising from breaches of covenants, agreements, or undertakings of any party to the Merger Agreement, including: • Pre-closing interim operating covenants (i.e., Cascadia's obligation to conduct its business in the ordinary course consistent with past practice duri

7. Specific Identified Matters In addition to the general exclusions described above, Marlowe Asset Management Specialty Insurance Co. has reserved the right to exclude specific matters identified during the underwriting diligence process. As of the date of this memorandum, the following matters have been flagged by Marlowe Asset Management Specialty for potential specific exclusion from the Policy: a. Pacific Ridge

1. Post-Closing Covenant Compliance As discussed in Section V.B.6 above, the R&W Policy does not cover covenant breaches. Any losses arising from Cascadia's failure to comply with pre-closing interim operating covenants (e.g., entering into material contracts without Northgate's consent, making capital expenditures in excess of agreed thresholds, or modifying employee compensation arrangements) or post-closing covena

2. Fraud Exclusion and Innocent Insured Protection The Policy excludes losses arising from fraud committed by Cascadia's sellers (i.e., the former stockholders and officers of Cascadia). This exclusion reflects the well-established principle that insurance should not cover intentional wrongdoing. However, the Policy includes an "innocent insured" provision that mitigates the impact of this exclusion in important resp

3. Interim Period Breaches Losses arising from breaches of the "bring-down" representations at closing — that is, representations that are made as of the signing date and are required to be true and correct as of the closing date as a condition to Northgate's obligation to close — may be subject to additional underwriter scrutiny and potentially narrowed coverage under the Policy. While the Policy generally covers br

4. Consequential and Multiplied Damages While the Policy covers certain consequential damages (as discussed in Section IV.B above), it excludes punitive, exemplary, and multiplied damages except where such damages are (a) insurable under the law of the applicable jurisdiction and (b) awarded to a third party in connection with a third-party claim. This means that if Northgate were to suffer losses that include a puni

5. Regulatory Risk The Policy does not cover losses arising from the failure to obtain regulatory approvals necessary to consummate the merger or from the imposition of burdensome regulatory conditions as a prerequisite to such approvals. The key regulatory approvals required for the Northgate/Cascadia transaction include: • Hart-Scott-Rodino Antitrust Improvements Act ("HSR Act") clearance (or expiration of the appl

VI. Interaction with Merger Agreement Indemnification Provisions The R&W Insurance policy does not exist in isolation — it is designed to supplement and, in certain respects, extend the contractual indemnification protections afforded to Northgate under the Merger Agreement. This Section analyzes the interaction between the R&W Policy and the Merger Agreement's indemnification framework. A. Merger Agreement Indemnifi

1. Retention vs. Basket Alignment As noted in Section III.C above, the R&W Policy retention of $7,500,000 is intentionally aligned with the $7,500,000 tipping basket under the Merger Agreement's indemnification provisions. This alignment has significant practical implications for Northgate's recovery strategy: Once aggregate losses arising from breaches of Cascadia's representations and warranties exceed the $7,500,0

2. Cap Interaction The combined effect of the contractual indemnification cap and the R&W Policy limit is to provide Northgate with substantial aggregate protection against losses arising from representation breaches: • Contractual Indemnification Cap: Up to $135,000,000 (18% of deal value), backed by the $67,500,000 escrow and, if necessary, direct claims against the former Cascadia stockholders through the stockhol

3. Survival Period Mismatch — Extended Coverage Benefit One of the most commercially significant features of the R&W Policy is the extended coverage period relative to the contractual survival periods under the Merger Agreement. As summarized in Section III.E above: • General Representations: The R&W Policy provides 36 months of coverage (versus 24 months of contractual survival under the Merger Agreement), yielding

4. Escrow Release Coordination The $67,500,000 indemnification escrow held by Clearfield Escrow Services, Inc. is subject to release provisions that are closely aligned with the contractual survival periods. Specifically: • After 24 months from the closing date (the expiration of the general rep survival period), the escrow balance (less any amounts reserved for pending or unresolved indemnification claims) will be r

5. Subrogation. The R&W Policy contains standard subrogation provisions pursuant to which, if Marlowe Asset Management Specialty pays a claim under the Policy, it is subrogated to Northgate's rights against the former Cascadia stockholders under the Merger Agreement's indemnification provisions. In other words, after paying a claim to Northgate, the insurer steps into Northgate's shoes and may pursue recovery from th

6. Priority of Recovery Northgate's recommended approach to claims recovery is as follows: • Step 1: For claims that fall within the contractual indemnification framework (i.e., claims arising from breaches of representations during the applicable contractual survival period and subject to the de minimis threshold and basket), Northgate should first seek recovery from the $67,500,000 indemnification escrow held by Cl