Contract analysis

I. INTRODUCTION AND SUMMARY Cascadia Fiber Networks, Inc. ("Cascadia" or the "Transferor") and Northgate Telecommunications PLC ("Northgate" or the "Transferee") (collectively, the "Applicants"), by their undersigned counsel, hereby respectfully submit this Application for Consent to Transfer of Control ("Application") to the Federal Communications Commission (the "Commission" or "FCC"). Pursuant to Section 214 of th

II. DESCRIPTION OF THE PARTIES A. Transferor: Cascadia Fiber Networks, Inc.

1. General Information Cascadia Fiber Networks, Inc. is a corporation organized and existing under the laws of the State of Delaware. Cascadia was founded in 2011 and is headquartered at 2750 NW Thurman Street, Suite 400, Portland, Oregon 97210. Its Delaware File Number is 5197843, and its federal Employer Identification Number ("EIN") is 45-6128937.

2. Principal Business Cascadia is a regional fiber-optic network infrastructure operator providing lit and dark fiber services, wavelength provisioning, and data center interconnection throughout the Pacific Northwest and portions of the northern Great Basin region. Cascadia's network spans approximately 4,800 route miles across four states: Oregon, Washington, Idaho, and northern Nevada. Cascadia's fiber network con

3. Financial Information For its fiscal year ended December 31, 2024, Cascadia reported total revenue of $187,400,000 and earnings before interest, taxes, depreciation, and amortization ("EBITDA") of $61,200,000. As of the date of this Application, Cascadia employs approximately 620 individuals across its operations.

4. Officers and Directors Cascadia's principal officers are as follows: Cascadia's Board of Directors consists of the following members:

5. Current Equity Ownership Cascadia is a privately held company. Its current equity ownership is as follows:

6. FCC Authorizations Cascadia holds an international Section 214 authorization issued by the Commission, the specific file number and authorization reference for which will be confirmed and inserted prior to filing of this Application. Cascadia also holds various state public utility commission ("PUC") certifications in the states of Oregon, Washington, Idaho, and Nevada, as further described in Section IV below and

7. Outside Counsel Cascadia is represented in connection with this Application and the proposed transaction by Whitmore, Kessler & Braun LLP, 1120 SW Quelston Street, Suite 800, Portland, Oregon 97205. The Lead Partner is Jonathan Kessler, and Regulatory Counsel is Aaron Whitmore. B. Transferee: Northgate Telecommunications PLC

1. General Information Northgate Telecommunications PLC is a public limited company organized and existing under the laws of England and Wales, with its principal office and headquarters located at 14 Broadwick Place, London W1F 8HN, United Kingdom. Northgate's ordinary shares are listed on the London Stock Exchange under the ticker symbol "NTP," and its American Depositary Receipts ("ADRs") trade on the New York Sto

2. Principal Business Northgate is a leading provider of integrated telecommunications services and enterprise SaaS platforms, with operations spanning multiple countries. Northgate's service offerings encompass unified communications, network orchestration, managed connectivity, and related technology services. Northgate's proprietary "NetOrchestra" platform is a SaaS-based network management suite that provides ent

3. Financial Information For its fiscal year ended December 31, 2024, Northgate reported total revenue of £3,820,000,000 (approximately $4,830,000,000 at prevailing exchange rates) and EBITDA of £894,000,000 (approximately $1,130,000,000). As of approximately February 24, 2025, Northgate's market capitalization was approximately £6,100,000,000 (approximately $7,700,000,000).

4. Officers and Directors Northgate's principal officers relevant to this Application are as follows: Northgate's Board of Directors is chaired by Dame Catherine Enright, DBE. Additional details regarding the composition of Northgate's Board of Directors will be provided as required.

5. U.S. Registered Agent Northgate's U.S. registered agent is Corporation Trust Associates, located at 1209 Orange Street, Wilmington, Delaware 19801.

6. Outside Counsel Northgate is represented in connection with this Application and the proposed transaction by Calderwood & Harkness LLP, 600 Lexington Avenue, 30th Floor, New York, New York 10022. The Responsible Partner is Oliver Mackenzie, and Regulatory Counsel is Howard Bellamy. C. Merger Sub: NTP Acquisition Sub, Inc. NTP Acquisition Sub, Inc. ("Merger Sub") is a corporation organized and existing under the la

III. DESCRIPTION OF THE TRANSACTION A. Transaction Structure The proposed transaction is structured as a forward merger under Section 251 of the Delaware General Corporation Law. Pursuant to the definitive Agreement and Plan of Merger to be executed by and among Northgate, Merger Sub, and Cascadia (the "Merger Agreement"), Merger Sub will merge with and into Cascadia (the "Merger"), with Cascadia surviving the Merger

IV. LICENSES AND AUTHORIZATIONS SUBJECT TO TRANSFER This Application seeks the Commission's consent to the transfer of control of the following FCC authorizations held by Cascadia Fiber Networks, Inc.: (a) International Section 214 Authorization: Cascadia holds an international Section 214 authorization issued by the Commission. The specific FCC file number(s) and authorization reference(s) associated with this autho

V. FOREIGN OWNERSHIP DISCLOSURE A. Northgate's Ownership Structure Northgate Telecommunications PLC is a publicly traded company organized under the laws of England and Wales. As described in Section II.B above, Northgate's ordinary shares are listed on the London Stock Exchange (LSE: NTP), and its American Depositary Receipts trade on the New York Stock Exchange (NYSE: NTPL). Northgate's shares are widely held by pu

Section 310(b)(4) of the Communications Act of 1934, as amended, 47 U.S.C. § 310(b)(4), imposes restrictions on indirect foreign ownership of entities holding common carrier radio licenses and certain other FCC authorizations. Cascadia's international Section 214 authorization subjects it to the Commission's review under Section 310(b)(4), which provides that the Commission may deny or revoke a license if it finds th

VI. PUBLIC INTEREST ANALYSIS The proposed transaction will serve the public interest, convenience, and necessity. As set forth below, the combination of Northgate's substantial financial resources, integrated telecommunications capabilities, and enterprise SaaS platforms with Cascadia's extensive Pacific Northwest fiber-optic infrastructure will yield significant public interest benefits, including enhanced network c

VII. OTHER REGULATORY PROCEEDINGS The proposed transaction is subject to various regulatory approvals and notifications in addition to the Commission's consent sought herein. The Applicants provide the following summary of other regulatory proceedings associated with the transaction: Hart-Scott-Rodino Act Premerger Notification. The proposed transaction requires a premerger notification filing under the Hart-Scott-Ro

VIII. INFORMATION REQUIRED UNDER SECTION 63.24 Pursuant to Section 63.24 of the Commission's rules, 47 C.F.R. § 63.24, the Applicants provide the following information: A. Applicant Contact Information Transferor: Cascadia Fiber Networks, Inc. Address: 2750 NW Thurman Street, Suite 400, Portland, Oregon 97210 Principal Contact: Sandra Whitfield, General Counsel Telephone: (503) 555-2400 Email: swhitfield@cascadiafibe

IX. COMPLIANCE CERTIFICATIONS The Applicants hereby make the following certifications in connection with this Application:

1. No Pending Enforcement Actions. The Applicants certify that neither Cascadia Fiber Networks, Inc. nor Northgate Telecommunications PLC is a party to any pending enforcement action before the Commission, and that neither entity has been the subject of any adjudicated enforcement action by the Commission within the past five years.

2. No Unfair Competitive Practices. The Applicants certify that neither Cascadia Fiber Networks, Inc. nor Northgate Telecommunications PLC has been found by the Commission to have engaged in unfair competitive practices in violation of the Communications Act of 1934, as amended, or the Commission's rules.

3. Foreign Ownership Reporting Compliance. The Applicants certify that they are in compliance with the Commission's rules regarding foreign ownership reporting, including the requirements set forth in 47 C.F.R. § 1.5000 et seq., and will continue to comply with all applicable foreign ownership reporting obligations following the consummation of the proposed transaction.

4. National Security. The Applicants certify that, to the best of their knowledge, the proposed transaction does not implicate any national security concerns. In support of this certification, the Applicants note that the Transferee is organized under the laws of the United Kingdom, a close ally of the United States and a member of the Five Eyes intelligence alliance, and that the Applicants are voluntarily filing a

5. Verification Under Penalty of Perjury. The authorized representatives of both the Transferor and the Transferee have executed declarations under penalty of perjury affirming the truth and accuracy of the statements made in this Application, which declarations are set forth in Section XIII below.

X. EXHIBITS AND ATTACHMENTS The following exhibits are attached to and incorporated by reference into this Application: Exhibit A — Copy of the Agreement and Plan of Merger (or summary thereof), by and among Northgate Telecommunications PLC, NTP Acquisition Sub, Inc., and Cascadia Fiber Networks, Inc. Note: To be attached upon execution of the definitive Merger Agreement, with a target signing date of April 7, 2025.

XI. REQUEST FOR STREAMLINED PROCESSING The Applicants respectfully request that this Application be placed on the Commission's streamlined processing queue pursuant to Section 63.12 of the Commission's rules, 47 C.F.R. § 63.12. The proposed transaction qualifies for streamlined processing for the following reasons: (i) WTO Member Country. The Transferee, Northgate Telecommunications PLC, is organized under the laws o

XII. CONCLUSION AND PRAYER FOR RELIEF For the foregoing reasons, the Applicants respectfully request that the Commission grant its consent to the transfer of control of Cascadia Fiber Networks, Inc.'s international Section 214 authorization and all related FCC licenses and authorizations to Northgate Telecommunications PLC. As set forth in detail above, the proposed transaction serves the public interest, convenience

XIII. SIGNATURE BLOCKS AND VERIFICATION On Behalf of Transferor: Cascadia Fiber Networks, Inc. VERIFICATION I, Derek Holmgren, hereby declare under penalty of perjury that I am the Chief Executive Officer and Co-Founder of Cascadia Fiber Networks, Inc.; that I am authorized to make this verification on behalf of Cascadia Fiber Networks, Inc.; that I have read the foregoing Application and the exhibits attached theret

XIV. CERTIFICATE OF SERVICE I, Howard Bellamy, hereby certify that on this _ day of April, 2025, a true and correct copy of the foregoing Application for Consent to Transfer of Control of International Section 214 Authorization and Related Licenses, together with all exhibits and attachments thereto, was served upon the following parties and their counsel by electronic mail and first-class mail, postage prepaid, in a