Contract analysis

Section 1.1 *Defined Terms.* As used in this Agreement, the following terms shall have the respective meanings set forth below: "Company" means Cascadia Fiber Networks, Inc., a Delaware corporation, headquartered at 2750 NW Thurman Street, Suite 400, Portland, OR 97210, with Delaware Secretary of State File Number 5197843 and Employer Identification Number 45-6128937. "Expiration Date" means the earliest to occur of:

Section 1.2 *Interpretation; Merger Agreement Definitions.* (a) Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement. In the event of any conflict between the definitions set forth in this Agreement and those set forth in the Merger Agreement, the definitions set forth in this Agreement shall control for purposes of this A

ARTICLE II REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER Stockholder hereby represents and warrants to Parent and Merger Sub as follows:

Section 2.1 *Organization; Authority.* (a) Stockholder is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The general partner of Stockholder is Ridgecrest Capital Management, LLC, a Delaware limited liability company ("General Partner"), with principal offices located at 101 California Street, Suite 3200, San Francisco, California 94111. The Genera

Section 2.2 *Binding Agreement.* This Agreement has been duly executed and delivered by Stockholder (acting through its General Partner) and constitutes a legal, valid, and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to: (a) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other similar laws relating to or affect

Section 2.3 *Ownership of Subject Shares.* (a) As of the date hereof, Stockholder is the record and/or beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the Subject Shares set forth on Exhibit A hereto, which Subject Shares represent approximately 17.8% of the outstanding shares of Company Common Stock. Stockholder does not own, beneficially or of record, any

Section 2.4 *No Conflicts.* The execution, delivery, and performance of this Agreement by Stockholder and the consummation by Stockholder of the transactions contemplated hereby do not and will not: (a) conflict with or result in a breach or violation of, or constitute a default (with or without notice, lapse of time, or both) under, any provision of the certificate of limited partnership, limited partnership agreeme

Section 2.5 *No Litigation.* As of the date hereof, there is no action, suit, investigation, claim, arbitration, or legal, administrative, or other proceeding pending or, to the knowledge of Stockholder, threatened against Stockholder, at law or in equity, before or by any governmental authority that would reasonably be expected to impair or adversely affect the ability of Stockholder to perform its obligations under

Section 2.6 *Reliance.* Stockholder understands and acknowledges that each of Parent and Merger Sub is entering into the Merger Agreement in reliance upon Stockholder's execution, delivery, and performance of this Agreement. Stockholder further acknowledges that the execution and delivery of this Agreement by Stockholder is a material inducement to each of Parent and Merger Sub to enter into the Merger Agreement and

Section 2.7 *Adequate Information.* (a) Stockholder is a sophisticated investor, experienced in evaluating and investing in transactions of the type contemplated by this Agreement and the Merger Agreement. Stockholder has been afforded the opportunity to ask questions of, and receive answers from, the management and representatives of the Company regarding the business, operations, assets, liabilities, financial cond

Section 3.1 *Agreement to Vote Subject Shares.* From the date hereof until the Expiration Date, at every meeting of the stockholders of the Company (whether annual or special, and at every adjournment or postponement thereof) and on every action or approval by written consent of the stockholders of the Company (in lieu of any such meeting), Stockholder shall appear at such meeting (in person or by proxy) or otherwise

Section 3.2 *Irrevocable Proxy.* (a) Stockholder hereby irrevocably grants to, and appoints, Parent and any designee of Parent, severally and not jointly, as Stockholder's attorney-in-fact and proxy (with full power of substitution and resubstitution), for and in the name, place, and stead of Stockholder, to vote the Subject Shares, or to grant a consent or approval in respect of the Subject Shares, in each case in a

Section 3.3 *Quorum.* Stockholder hereby agrees that, during the term of this Agreement, it shall ensure that all Subject Shares are counted as present at any meeting of the stockholders of the Company (whether annual or special and at every adjournment or postponement thereof) for purposes of calculating and establishing a quorum at such meeting, whether by attending in person, by delivering a proxy, or by otherwise

ARTICLE IV TRANSFER RESTRICTIONS

Section 4.1 *Restriction on Transfer.* From the date hereof until the Expiration Date, Stockholder shall not, directly or indirectly, Transfer any of the Subject Shares, or enter into any contract, option, or other arrangement or understanding (whether or not in writing) with respect to the Transfer of any Subject Shares, to any person. Any attempted Transfer of Subject Shares in violation of this Section 4.1 shall b

Section 4.2 *Permitted Transfers. Notwithstanding Section 4.1 of this Agreement, Stockholder may Transfer Subject Shares to: (a) an affiliate (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) of Stockholder; (b) the General Partner (Ridgecrest Capital Management, LLC); or (c) any limited partner of Stockholder (each, a "Permitted Transferee"); provided, however*, that: (i)

Section 4.3 *No Encumbrances.* From the date hereof until the Expiration Date, Stockholder shall not create, or permit to exist, any lien, pledge, security interest, charge, claim, mortgage, encumbrance, option, or restriction of any kind whatsoever on or with respect to any Subject Shares, other than: (a) restrictions arising under this Agreement; (b) restrictions arising under applicable federal and state securitie

ARTICLE V NO SOLICITATION; NO INCONSISTENT AGREEMENTS

Section 5.1 *No Solicitation. From the date hereof until the Expiration Date, Stockholder shall not, and shall cause its affiliates (including, without limitation, the General Partner, Ridgecrest Capital Management, LLC, and any other affiliated investment fund or vehicle), directors, officers, employees, agents, advisors, and representatives (collectively, "Stockholder Representatives*") not to, directly or indirect

Section 5.2 *No Inconsistent Agreements.* From the date hereof until the Expiration Date, Stockholder shall not enter into any voting agreement, voting trust, or similar arrangement or agreement, or grant (or agree to grant) any proxy, consent, or power of attorney, with respect to any of the Subject Shares, that is inconsistent with Stockholder's obligations pursuant to this Agreement. Any such vote, agreement, trus

Section 5.3 *Notification.* Stockholder shall promptly (and in any event within twenty-four (24) hours) notify Parent in writing of any Acquisition Proposal, or any inquiry, indication of interest, or request for information that would reasonably be expected to lead to an Acquisition Proposal, received by Stockholder, any of its affiliates, or any of the Stockholder Representatives. Such notification shall include: (

ARTICLE VI ADDITIONAL COVENANTS

Section 6.1 *Stockholder Capacity.* Stockholder is entering into this Agreement solely in its capacity as a record and beneficial owner of the Subject Shares. Nothing in this Agreement shall be construed to limit, restrict, or otherwise affect the ability of Rebecca Montrose (or any other officer, director, employee, agent, or representative of Stockholder or the General Partner who serves as a director of the Compan

Section 6.2 *Documentation and Information. Stockholder shall execute and deliver, or cause to be executed and delivered, any additional documents, instruments, conveyances, and assurances, and shall provide, or cause to be provided, any information reasonably requested by Parent, Merger Sub, or the Company in order to carry out the intent and purposes of this Agreement or to facilitate the consummation of the transa

Section 6.3 *Further Assurances.* From and after the date hereof, Stockholder shall, from time to time, at the request of Parent (and without further consideration), take all further actions reasonably necessary or desirable to consummate and give effect to the transactions contemplated by this Agreement, including, without limitation, executing and delivering such additional instruments and other documents and takin

Section 6.4 *Waiver of Appraisal Rights.* Stockholder hereby irrevocably and unconditionally waives, and agrees not to exercise, assert, or perfect (or attempt to exercise, assert, or perfect), any rights of appraisal, any dissenters' rights, and any similar rights relating to the Merger that may be available to Stockholder under Section 262 of the DGCL or otherwise with respect to the Subject Shares, whether arising

Section 7.1 *Termination.* This Agreement shall automatically terminate, and be of no further force or effect, upon the earliest to occur of the following: (a) the Effective Time (as defined in the Merger Agreement) of the Merger; (b) the valid termination of the Merger Agreement in accordance with its terms (including, without limitation, upon the occurrence of the Outside Date if the Merger has not been consummated

Section 7.2 *Effect of Termination. Upon any termination of this Agreement pursuant to Section 7.1, all rights, obligations, restrictions, and covenants of the Parties under this Agreement shall immediately cease and be of no further force or effect, and no Party shall have any liability to any other Party hereunder; provided, however*, that: (a) no such termination shall relieve any Party of any liability or obligat

Section 8.1 *Entire Agreement.* This Agreement (including Exhibit A hereto), together with the Merger Agreement and the other documents and instruments referred to herein and therein, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, both written and oral, among the Parties with respect to su

Section 8.2 *Amendments and Waivers.* No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by each of the Parties hereto. No waiver by any Party of any breach or default hereunder shall be deemed to be a waiver of any other or subsequent breach or default, nor shall any waiver constitute a continuing waiver. No failure o

Section 8.3 *Governing Law.* This Agreement, and all claims, causes of action, and proceedings (whether in contract, tort, or otherwise) that may be based upon, arise out of, or relate to this Agreement or the negotiation, execution, or performance of this Agreement, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice-of-law or conflict

Section 8.4 *Jurisdiction; Venue; Waiver of Jury Trial.* (a) Each of the Parties irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if and only 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 jurisdictio

Section 8.5 *Specific Performance.* The Parties acknowledge and agree that irreparable injury would result to Parent and Merger Sub if Stockholder fails to perform any of its obligations under this Agreement and that monetary damages alone would not be an adequate remedy for any such breach or threatened breach. Accordingly, each of the Parties agrees that, in the event of any breach or threatened breach of this Agre

Section 8.6 *Notices.* All notices, requests, demands, consents, approvals, and other communications hereunder shall be in writing and shall be deemed duly given, made, or received: (a) when delivered in person; (b) on the date sent by email (with confirmation of transmission received by the sending party and no automated "bounce back" or rejection notification received); (c) on the first (1st) business day following

Section 8.7 *Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, successors, and permitted assigns. No Party may assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each of the other Parties hereto; provided, however, that Parent m

Section 8.8 *Severability.* If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated so long as the eco

Section 8.9 *No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, is intended to, or shall, confer upon any other person (including, without limitation, the Company) any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement

Section 8.10 *Counterparts.* This Agreement may be executed in two or more counterparts (including by facsimile or by electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act, the Uniform Electronic Transactions Act, and any applicable state laws), each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument

Section 8.11 *Expenses.* Except as otherwise expressly provided in this Agreement or the Merger Agreement, each Party shall bear and pay its own costs and expenses (including, without limitation, the fees and expenses of legal counsel, financial advisors, accountants, and other representatives and agents) incurred in connection with the negotiation, execution, delivery, and performance of this Agreement and the consu