Contract analysis

Section 1.1 — Defined Terms Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement. The following terms, as used in this Agreement, shall have the meanings set forth below: "Agreement" has the meaning set forth in the preamble. "Agreement Date" has the meaning set forth in the preamble. "Company" or "Cascadia" means Cascadia Fib

Section 1.2 — Interpretation and Construction (a) The headings and captions in this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of this Agreement. (b) Unless the context otherwise requires, (i) words importing the singular shall include the plural and vice versa, (ii) words importing any gender shall include all genders, (iii) the words "i

ARTICLE II — APPOINTMENT AND ACCEPTANCE

Section 2.1 — Appointment Each Holder hereby irrevocably constitutes and appoints Clive Atherton as the Stockholder Representative, as such Holder's true and lawful agent and attorney-in-fact, with full power of substitution, to act on behalf of such Holder with respect to all post-closing matters under and in connection with the Merger Agreement, the Escrow Agreement, and this Agreement, including, without limitatio

Section 2.2 — Acceptance Clive Atherton hereby accepts the appointment as Stockholder Representative and agrees to perform the duties and exercise the authority set forth in this Agreement in accordance with the terms and conditions hereof. By executing this Agreement, the Stockholder Representative confirms his willingness and ability to serve in such capacity and acknowledges that the Holders are relying upon his j

Section 2.3 — Deemed Consent of Holders Each Holder, by receiving any portion of the merger consideration in connection with the Merger (whether in the form of cash consideration paid at closing, deferred consideration, or otherwise), or by executing a Letter of Transmittal and surrendering shares of the Company's common stock (or evidence of ownership of shares in book-entry form) through Trident Transfer Agency, In

ARTICLE III — AUTHORITY AND POWERS OF THE STOCKHOLDER REPRESENTATIVE

Section 3.1 — General Authority The Stockholder Representative shall have the sole and exclusive authority to act on behalf of the Holders in connection with all post-closing matters under and relating to the Merger Agreement, the Escrow Agreement, and this Agreement, including, without limitation, the following: (a) Indemnification Claims. Receiving, reviewing, responding to, contesting, compromising, and settling a

Section 3.2 — Binding Authority All actions taken, decisions made, consents given, and determinations reached by the Stockholder Representative within the scope of the authority granted hereunder shall be final and binding on all Holders and their respective heirs, executors, administrators, personal representatives, successors, and assigns, as if each such Holder had personally taken such action, made such decision,

Section 3.3 — Reliance by Parent and Third Parties Parent, the Escrow Agent (Clearfield Escrow Services, Inc.), Trident Transfer Agency, Inc. (in its capacity as transfer and paying agent), and any other third party dealing with the Stockholder Representative in connection with the matters contemplated by this Agreement, the Merger Agreement, or the Escrow Agreement, may conclusively rely, without inquiry, on the aut

Section 3.4 — No Obligation to Consult Holders The Stockholder Representative may, in his sole discretion, consult with any or all of the Holders before taking any action, making any decision, or giving any consent hereunder; provided, however, that the Stockholder Representative shall not be required to consult with any Holder and shall not be subject to any obligation, duty, or liability for failing to consult with

ARTICLE IV — DECISION-MAKING AUTHORITY AND STANDARDS

Section 4.1 — Standard of Care The Stockholder Representative shall act in good faith and in what the Stockholder Representative reasonably believes to be the best interests of the Holders as a group. The Stockholder Representative shall exercise reasonable care and diligence in the performance of his duties hereunder, but shall not be held to any higher standard of care. The Stockholder Representative's obligation i

Section 4.2 — Discretion in Settling Claims The Stockholder Representative shall have full, final, and exclusive authority to settle, compromise, or otherwise resolve any indemnification claim asserted by Parent or any of its affiliates under the Merger Agreement, including by authorizing the release of funds from the Escrow Fund in satisfaction of any such claim, without the consent or approval of any individual Hol

Section 4.3 — No Liability for Good Faith Actions The Stockholder Representative shall not be liable to any Holder for any action taken, decision made, or omission, in each case made or omitted in good faith in connection with the Stockholder Representative's service hereunder, except to the extent that such action, decision, or omission is determined by a court of competent jurisdiction, in a final and non-appealabl

Section 4.4 — Conflict of Interest Acknowledgment Each Holder acknowledges and agrees that Clive Atherton, in his capacity as Stockholder Representative, is also the Board Chair of Cascadia Fiber Networks, Inc. and the Managing Partner of Timberline Growth Management, LLC, which is the general partner of Timberline Growth Partners, LP, the holder of approximately forty-two and three-tenths percent (42.3%) of the Comp

Section 5.1 — Establishment of Expense Fund At the closing of the Merger, an amount equal to Five Hundred Thousand Dollars ($500,000) (the "Expense Fund") shall be withheld from the aggregate merger consideration otherwise payable to the Holders pursuant to the Merger Agreement and shall be deposited with the Stockholder Representative (or into a segregated bank account designated by the Stockholder Representative at

Section 5.2 — Use of Expense Fund The Stockholder Representative may use the Expense Fund to pay costs and expenses reasonably incurred in connection with the performance of his duties hereunder, including, without limitation, the following: (a) legal fees, costs, and disbursements of legal counsel retained by the Stockholder Representative in connection with indemnification claims, working capital disputes, escrow m

Section 5.3 — Additional Funding In the event that the Expense Fund is insufficient to cover the costs and expenses incurred or expected to be incurred by the Stockholder Representative in connection with the performance of his duties hereunder, the Stockholder Representative may, in his discretion: (a) request additional contributions from the Holders on a pro rata basis (based on each Holder's pro rata share of the

Section 5.4 — Distribution of Remaining Expense Fund Upon the final resolution of all post-closing matters contemplated by this Agreement, the Merger Agreement, and the Escrow Agreement, and the termination of the Stockholder Representative's duties hereunder in accordance with Article VII, the Stockholder Representative shall, within thirty (30) days following such termination, distribute any remaining balance of th

ARTICLE VI — INDEMNIFICATION OF THE STOCKHOLDER REPRESENTATIVE

Section 6.1 — Indemnification by Holders Each Holder, severally (and not jointly), on a pro rata basis (based on such Holder's pro rata share of the aggregate merger consideration), shall indemnify, defend, and hold harmless the Stockholder Representative and his heirs, executors, administrators, personal representatives, successors, and assigns from and against any and all losses, liabilities, claims, actions, suits

Section 6.2 — Source of Indemnification The indemnification obligations of the Holders under this Article VI may be satisfied in the following order of priority: (a) first, from amounts available in the Expense Fund; (b) second, to the extent the Expense Fund is insufficient, from amounts otherwise distributable to the Holders from the Escrow Fund (to the extent such amounts are not required to satisfy pending or unr

Section 6.3 — Survival The indemnification obligations of the Holders under this Article VI shall survive the termination of this Agreement and the resignation, removal, death, or disability of the Stockholder Representative. The provisions of this Article VI are intended to benefit the Stockholder Representative and his heirs, executors, administrators, personal representatives, successors, and assigns, and shall be

ARTICLE VII — TERM, RESIGNATION, AND SUCCESSOR

Section 7.1 — Effective Date This Agreement shall become effective upon the closing of the Merger (the "Effective Date"). If the Merger Agreement is terminated prior to the closing of the Merger for any reason, this Agreement shall be null and void and of no force or effect, and no party shall have any liability or obligation hereunder.

Section 7.2 — Term The Stockholder Representative's appointment hereunder shall continue from the Effective Date until the earliest of the following: (a) the final distribution of all amounts in the Escrow Fund (including any amounts held pending the resolution of open indemnification claims, whether arising during the twenty-four (24) month survival period for general representations and warranties, the sixty (60) m

Section 7.3 — Resignation The Stockholder Representative may resign from his appointment hereunder upon not less than thirty (30) days' prior written notice to Parent (at the address set forth in Section 8.1) and to the Holders (at the most recent addresses maintained by the Stockholder Representative or the transfer and paying agent), or upon such shorter notice period as Parent may agree in writing. The Stockholder

Section 7.4 — Appointment of Successor In the event of the death, permanent disability (as determined by a physician mutually agreed upon by Parent and Timberline Growth Partners, LP, or, failing such agreement, by a physician selected by the American Arbitration Association), resignation, or removal of the Stockholder Representative, a successor Stockholder Representative shall be appointed by the vote or written co

Section 7.5 — Removal The Stockholder Representative may be removed from his appointment hereunder at any time by the vote or written consent of Holders holding at least two-thirds (66.67%) in interest of the former shares of the Company (determined on a fully diluted basis immediately prior to the effective time of the Merger, based on each Holder's pro rata share of the aggregate merger consideration); provided, ho

Section 8.1 — Notices All notices, requests, demands, consents, waivers, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given, made, and received: (i) if delivered by hand or by a nationally recognized overnight courier service (such as Severin Partners LLC, Halcyon Partners LLC, or Tarrant & Co.), when actually received by the intended recipient; (ii) if sent

Section 9.1 — Governing Law This Agreement and all claims, disputes, and controversies arising out of or relating to this Agreement (including any claims arising under statutory or common law and any claims in tort, contract, or otherwise) shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or

Section 9.2 — Jurisdiction and Venue Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the United States District Court for the District of Delaware, or, if such federal court also declines to accept

Section 9.3 — Waiver of Jury Trial EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HA

Section 9.4 — Entire Agreement This Agreement, together with the Merger Agreement, the Escrow Agreement, the Letters of Transmittal, and the other transaction documents contemplated by the Merger Agreement, constitutes the entire agreement among the parties hereto (and among the Holders, to the extent applicable) with respect to the subject matter hereof and supersedes all prior negotiations, agreements, understandin

Section 9.5 — Amendment This Agreement may be amended, supplemented, or otherwise modified only by a written instrument duly executed by the Stockholder Representative and Parent. No amendment, supplement, or modification that would be materially adverse to the rights or interests of the Holders as a group shall be made without the prior written consent of Holders holding a majority in interest of the former shares o

Section 9.6 — Assignment The Stockholder Representative may not assign, delegate, or otherwise transfer any of his rights, duties, or obligations under this Agreement, except to a successor Stockholder Representative appointed in accordance with Section 7.4. Any purported assignment by the Stockholder Representative in violation of this Section 9.6 shall be null and void. Parent may assign its rights (but not its obl

Section 9.7 — Third-Party Beneficiaries The Holders are intended third-party beneficiaries of this Agreement with respect to: (a) their right to receive distributions from the Escrow Fund and the Expense Fund; (b) the indemnification provisions of Article VI (to the extent providing for the Stockholder Representative's indemnification, for which the Holders bear pro rata responsibility); and (c) the provisions of Sec

Section 9.8 — Severability If any provision of this Agreement (or any portion thereof) is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision of this Agreement (or any other portion of any provision). The parties shall negotiate in good faith to replace any

Section 9.9 — Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by electronic mail (including in .pdf, .tif, or similar format) or by electronic signature (including DocuSign or similar platform) shall be effe

Section 9.10 — Specific Performance The parties hereto acknowledge and agree that the rights of the parties under this Agreement are unique and that irreparable harm would result if this Agreement were not specifically enforced, and that monetary damages alone would not be an adequate remedy for any breach of this Agreement. Accordingly, each party shall be entitled to seek specific performance of, and injunctive or

Section 9.11 — No Compensation The Stockholder Representative shall not receive any fee, salary, retainer, or other compensation for serving in the capacity of Stockholder Representative under this Agreement. The Stockholder Representative shall be entitled only to reimbursement of reasonable and documented out-of-pocket expenses incurred in connection with the performance of his duties hereunder, which reimbursement

1. Appointment of Stockholder Representative. The undersigned hereby irrevocably appoints Clive Atherton as the Stockholder Representative, as the undersigned's true and lawful agent and attorney-in-fact, to act on behalf of the undersigned with respect to all post-closing matters under the Merger Agreement, the Escrow Agreement, and the Stockholder Representative Agreement, dated as of [●], 2025 (the "SRA"), on the

2. Consent to Terms. The undersigned hereby consents to and agrees to be bound by all of the terms and provisions of the SRA as if the undersigned were a signatory thereto.

3. Expense Fund Obligation. The undersigned acknowledges that a pro rata share of the Expense Fund has been deducted from the merger consideration otherwise payable to the undersigned.

4. Indemnification Obligation. The undersigned acknowledges and agrees to the pro rata indemnification obligations set forth in Article VI of the SRA.

5. Pro Rata Share. The undersigned's pro rata share of the aggregate merger consideration of Seven Hundred Fifty Million Dollars ($750,000,000) is ___%, based on [●] shares of the Company's common stock (or common stock equivalents) held by the undersigned immediately prior to the effective time of the Merger. HOLDER: ________________________________________ Name: ________ Address: ________ __________________________

1. The shares and percentages set forth above are estimates based on the Company's fully diluted capitalization as of the date of the Merger Agreement and are subject to adjustment at closing based on the final determination of the fully diluted share count, including the exercise, settlement, or cancellation of all outstanding stock options, restricted stock units, warrants, and other convertible or exercisable secu

2. The "Other Management & Founders" category includes individual holders who are members of the Company's management team or founding group, other than Derek Holmgren and Priya Ramachandran, whose individual holdings are set forth separately above.

3. The "Other Investors / Option Holders" category includes all Holders not