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AMENDED AND RESTATED BYLAWS

CASCADIA FIBER NETWORKS, INC.

(a Delaware corporation)

Effective as of __, 2025 (the "Effective Date")

These Amended and Restated Bylaws (these "Bylaws") of Cascadia Fiber Networks, Inc., a Delaware corporation (the "Corporation"), are adopted effective as of the Effective Date, being the date of the closing (the "Closing") of the merger (the "Merger") contemplated by that certain Agreement and Plan of Merger, dated as of April 7, 2025 (the "Merger Agreement"), among Northgate Telecommunications PLC, a public limited company organized under the laws of England and Wales ("Parent" or "Northgate"), NTP Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Cascadia Fiber Networks, Inc.

These Amended and Restated Bylaws supersede and replace in their entirety the prior bylaws of Cascadia Fiber Networks, Inc. (Delaware File No. 5197843), as adopted, amended, and restated from time to time prior to the Effective Date.

These Bylaws have been duly adopted by the Board of Directors of Cascadia Fiber Networks, Inc. as the surviving corporation in the Merger of NTP Acquisition Sub, Inc. with and into Cascadia Fiber Networks, Inc., pursuant to the Delaware General Corporation Law, Title 8 of the Delaware Code (the "DGCL").

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ARTICLE I — OFFICES

Section 1.1 — Registered Office.

The registered office of the Corporation in the State of Delaware shall be located at the office of Corporation Trust Associates, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The registered agent of the Corporation at such address shall be Corporation Trust Associates. The Board of Directors (as defined in Article III) may change the registered office and registered agent from time to time in the manner provided by the DGCL and applicable law.

Section 1.2 — Principal Office.

The principal business office of the Corporation shall be located at 2750 NW Thurman Street, Suite 400, Portland, Oregon 97210, or at such other place as the Board of Directors may from time to time designate by resolution. The Board of Directors may change the location of the principal office at any time, and any such change shall not be deemed an amendment to these Bylaws.

Section 1.3 — Other Offices.

The Corporation may have other offices at such places, within or without the State of Delaware, as the Board of Directors may from time to time determine or as the business of the Corporation may require. The establishment of any such additional office shall not require an amendment to these Bylaws, and the Board of Directors may authorize any officer of the Corporation to lease or otherwise procure space for such offices as the Board deems necessary or appropriate in connection with the conduct of the Corporation's business.

ARTICLE II — STOCKHOLDERS

Section 2.1 — Annual Meeting.

An annual meeting of the stockholders of the Corporation for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date, time, and place, if any, within or without the State of Delaware, or by means of remote communication, as shall be determined by the Board of Directors and stated in the notice of such meeting. As of the Effective Date, the sole stockholder of the Corporation is Northgate Telecommunications PLC, a public limited company organized under the laws of England and Wales. The Board of Directors may postpone, reschedule, or cancel any previously scheduled annual meeting of stockholders.

Section 2.2 — Special Meetings.

Special meetings of the stockholders of the Corporation may be called at any time by the Board of Directors, the Chairperson of the Board (if one shall have been appointed), or the President. In addition, given that the Corporation is a wholly owned subsidiary of Northgate Telecommunications PLC, special meetings may be called by the sole stockholder, Northgate Telecommunications PLC, or any duly authorized representative thereof. Special meetings shall be held at such date, time, and place, if any, within or without the State of Delaware, or by means of remote communication, as shall be stated in the notice of such meeting. Business transacted at any special meeting of stockholders shall be limited to the purpose or purposes stated in the notice of such meeting.

Section 2.3 — Notice of Meetings.

Written notice of each annual or special meeting of stockholders, stating the place (if any), date, and hour thereof, the means of remote communication (if any) by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of such meeting to each stockholder of record entitled to vote at such meeting. Such notice shall be given in the manner set forth in Article X of these Bylaws.

Notice of any meeting of stockholders may be waived in writing or by electronic transmission by the person entitled to such notice, whether given before or after the time of the meeting. Attendance of a stockholder at a meeting, in person or by proxy, shall constitute a waiver of notice of such meeting, except where the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting was not lawfully called or convened.

Section 2.4 — Quorum.

The holders of a majority of the outstanding shares of stock entitled to vote at a meeting, present in person or represented by proxy, shall constitute a quorum at any meeting of stockholders for the transaction of business. Since the Corporation is a wholly owned subsidiary of Northgate Telecommunications PLC, the presence of the sole stockholder, whether in person or by proxy, shall constitute a quorum for all purposes. If a quorum is not present at any meeting of stockholders, the stockholders present in person or by proxy may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.

Section 2.5 — Voting.

Each share of common stock of the Corporation shall entitle the holder thereof to one (1) vote on each matter submitted to a vote of the stockholders, except as otherwise provided by the DGCL, the Amended and Restated Certificate of Incorporation of the Corporation (as the same may be amended from time to time, the "Certificate of Incorporation"), or these Bylaws. Unless otherwise required by the DGCL, the Certificate of Incorporation, or these Bylaws, the affirmative vote of a majority of the shares of stock present in person or represented by proxy at a meeting and entitled to vote on the subject matter shall be the act of the stockholders. Where a separate vote by a class or series is required by the DGCL or the Certificate of Incorporation, the affirmative vote of a majority of the shares of such class or series present in person or represented by proxy at the meeting shall be the act of such class or series, unless otherwise required by the DGCL or the Certificate of Incorporation.

Section 2.6 — Action by Written Consent.

Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Such written consent shall be filed with the minutes of the proceedings of the stockholders.

Given the Corporation's status as a wholly owned subsidiary of Northgate Telecommunications PLC, actions taken by written consent of the sole stockholder shall be effective immediately upon execution by or on behalf of Northgate Telecommunications PLC, without the necessity of further action. Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those stockholders (if any) who have not consented in writing, in accordance with Section 228(e) of the DGCL.

Section 2.7 — Proxies.

Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy. Such authorization may be accomplished by a writing executed by the stockholder or by such stockholder's authorized officer, director, employee, or agent, or by transmission of a telegram, cablegram, electronic transmission, or other means permitted by law. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be revocable at any time unless it is coupled with an interest or is otherwise irrevocable under applicable law.

Section 2.8 — Record Date.

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) days nor less than ten (10) days before the date of any meeting of stockholders, nor more than sixty (60) days prior to any other action requiring determination of stockholders of record. If no record date is fixed by the Board of Directors, the record date shall be determined in accordance with Section 213 of the DGCL.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 — General Powers.

The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors (the "Board" or "Board of Directors"), except as may otherwise be provided by the DGCL or the Certificate of Incorporation. The Board of Directors shall have full power and authority to exercise all powers of the Corporation and to do all such lawful acts and things as are not by statute, by the Certificate of Incorporation, or by these Bylaws directed or required to be exercised or done by the stockholders. In exercising their powers and performing their duties, directors shall act in good faith and in a manner they reasonably believe to be in the best interests of the Corporation.

Section 3.2 — Number, Election, and Term.

The number of directors that shall constitute the entire Board of Directors shall be fixed from time to time by resolution of the Board of Directors or by the sole stockholder, but in no event shall the number of directors be less than one (1). In the absence of any such resolution, the number of directors shall be one (1). The initial directors of the Corporation following the Merger shall be determined by Northgate Telecommunications PLC, as the sole stockholder, in its capacity as sole stockholder of the surviving corporation.

Each director shall hold office until the next annual meeting of stockholders and until such director's successor shall have been duly elected and qualified, or until such director's earlier resignation, removal, disqualification, or death. Directors need not be stockholders of the Corporation or residents of the State of Delaware unless so required by the Certificate of Incorporation.

Section 3.3 — Removal.

Any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Given the Corporation's status as a wholly owned subsidiary of Northgate Telecommunications PLC, any such removal may be effected at any time by the sole stockholder, acting by written resolution or at any annual or special meeting of stockholders, with or without cause. A successor may be elected at the same meeting or by written consent at which such removal is effected.

Section 3.4 — Vacancies.

Vacancies on the Board of Directors resulting from death, resignation, removal, disqualification, or any other cause, and newly created directorships resulting from any increase in the authorized number of directors, may be filled by a majority vote of the directors then in office, even though less than a quorum, or by the sole remaining director, or by the sole stockholder of the Corporation. Each director so chosen to fill a vacancy or newly created directorship shall hold office until the next annual meeting of stockholders and until such director's successor shall have been duly elected and qualified, or until such director's earlier resignation, removal, disqualification, or death. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

Section 3.5 — Resignation.

Any director may resign at any time by giving notice in writing or by electronic transmission to the Board of Directors, the Chairperson of the Board, or the Secretary of the Corporation. Such resignation shall take effect at the time of receipt of such notice or at any later time specified therein. Unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective. A resignation that is conditioned upon the director failing to receive a specified vote for reelection as a director may provide that it is irrevocable.

Section 3.6 — Regular Meetings.

Regular meetings of the Board of Directors may be held at such times and at such places, within or without the State of Delaware, as the Board of Directors may from time to time determine by resolution. If the date, time, and place of a regular meeting are fixed by resolution of the Board, no further notice of such regular meeting shall be required to be given. A regular meeting of the Board of Directors may be held without notice immediately after and at the same place as the annual meeting of stockholders.

Section 3.7 — Special Meetings.

Special meetings of the Board of Directors may be called at any time by the Chairperson of the Board (if one shall have been appointed), the President, or any director then in office. Notice of each special meeting of the Board of Directors shall be given to each director by the person or persons calling the meeting. Such notice shall state the date, time, and place of the meeting, and shall be given at least twenty-four (24) hours before the time of the meeting if given by telephone, electronic transmission (including email or facsimile), or in person, or at least forty-eight (48) hours before the time of the meeting if given by deposit in the United States mail, postage prepaid. The notice need not describe the purpose of the special meeting; any and all business may be transacted at a special meeting.

Section 3.8 — Quorum and Voting.

At all meetings of the Board of Directors, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by the DGCL, the Certificate of Incorporation, or these Bylaws.

Section 3.9 — Action by Written Consent.

Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing or by electronic transmission. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of the proceedings of the Board of Directors or such committee in the same manner as minutes of a meeting. Such consent shall have the same force and effect as a unanimous vote of the Board of Directors or committee at a duly convened meeting.

Section 3.10 — Telephonic and Electronic Meetings.

Members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section 3.10 shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.

Section 3.11 — Committees.

The Board of Directors may, by resolution adopted by a majority of the total number of directors then in office, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Each committee shall have and may exercise such powers of the Board of Directors as may be delegated to it by resolution of the Board; provided, however, that no committee shall have the power or authority to take any action that is reserved exclusively to the Board of Directors under Section 141(c) of the DGCL, including without limitation: (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval; or (b) adopting, amending, or repealing any bylaw of the Corporation. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed by law or these Bylaws.

Section 3.12 — Compensation.

Unless otherwise restricted by the Certificate of Incorporation, the Board of Directors shall have the authority to fix the compensation of directors. Directors may receive compensation and reimbursement of expenses for attendance at each regular or special meeting of the Board of Directors and of any committee thereof, and for other service rendered to the Corporation in their capacities as directors. The amount and form of such compensation shall be determined by resolution of the Board of Directors or by the sole stockholder. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV — OFFICERS

Section 4.1 — Designation of Officers.

The officers of the Corporation shall include a President, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. The Board of Directors may also appoint a Chairperson of the Board, one or more Vice Presidents (any one or more of whom may be designated as Executive Vice President or Senior Vice President), one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers and agents as the Board may deem necessary or appropriate for the conduct of the Corporation's business. Any two (2) or more offices may be held by the same person, except as otherwise prohibited by the DGCL. Officers need not be directors or stockholders of the Corporation.

Section 4.2 — Election and Term.

Officers shall be elected or appointed by the Board of Directors at its first meeting following the annual meeting of stockholders, or at any other regular or special meeting, or by unanimous written consent. Each officer shall hold office until such officer's successor shall have been duly elected or appointed and shall have qualified, or until such officer's earlier resignation, removal, disqualification, or death. A vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors.

Section 4.3 — Removal.

Any officer of the Corporation may be removed at any time, with or without cause, by the Board of Directors. Such removal shall be without prejudice to the contractual rights, if any, of the person so removed. Election or appointment of an officer shall not of itself create any contractual rights in favor of such officer.

Section 4.4 — Resignation.

Any officer may resign at any time by giving written notice or notice by electronic transmission to the Board of Directors, the President, or the Secretary of the Corporation. Such resignation shall take effect at the time of receipt of such notice or at any later time specified therein. Unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective. Any such resignation shall be without prejudice to any contractual rights of the Corporation.

Section 4.5 — Chairperson of the Board.

The Chairperson of the Board, if one shall have been appointed by the Board of Directors, shall preside at all meetings of the Board of Directors and at all meetings of the stockholders. The Chairperson of the Board shall have such other powers and perform such other duties as may from time to time be assigned to the Chairperson by the Board of Directors or as may be prescribed by these Bylaws. In the absence of the Chairperson of the Board, or in the event of the Chairperson's inability or refusal to act, the President (or in the President's absence, a Vice President designated by the Board) shall preside at meetings of the Board and stockholders.

Section 4.6 — President.

The President shall be the chief executive officer of the Corporation, unless the Board of Directors shall have designated another officer as the chief executive officer. Subject to the control of the Board of Directors and the Chairperson of the Board (if one shall have been appointed), the President shall have general supervision, direction, and control of the business and affairs of the Corporation and shall have the general and active management of the business of the Corporation. The President shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall execute bonds, mortgages, contracts, and other instruments in the name of the Corporation as authorized by the Board of Directors, except where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed. The President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 4.7 — Vice Presidents.

In the absence of the President or in the event of the President's inability or refusal to act, the Vice President (or, if there shall be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or in the absence of any such designation, then in the order of their seniority of election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as shall from time to time be assigned by the Board of Directors or the President.

Section 4.8 — Secretary.

The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and shall record or cause to be recorded all votes and the minutes of all proceedings in a book to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors in accordance with these Bylaws and as required by law. The Secretary shall be the custodian of the corporate seal of the Corporation (if any) and of all corporate records, books, and documents other than those for which some other officer or agent has been designated as custodian. The Secretary shall have the authority to affix the corporate seal (if any) to any instrument requiring it, and when so affixed, it may be attested by the Secretary's signature. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by such officer's signature. The Secretary shall perform all duties incident to the office of Secretary and such other duties as may from time to time be assigned to the Secretary by the Board of Directors or the President.

Section 4.9 — Treasurer.

The Treasurer shall have custody of the corporate funds and securities of the Corporation and shall keep full and accurate accounts of all receipts and disbursements of the Corporation in books belonging to the Corporation. The Treasurer shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, the President, or any other authorized officer, taking proper vouchers for such disbursements. The Treasurer shall render to the President and the Board of Directors, at the regular meetings of the Board or whenever they may require it, an account of all transactions and of the financial condition of the Corporation. The Treasurer shall perform all duties incident to the office of Treasurer and such other duties as may from time to time be assigned to the Treasurer by the Board of Directors or the President.

Section 4.10 — Assistant Officers.

Each Assistant Secretary and each Assistant Treasurer shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the Board of Directors, the President, or any other officer authorized by the Board to make such assignments. In the absence of the Secretary or the Treasurer, or in the event of the inability or refusal of the Secretary or the Treasurer to act, the Assistant Secretary or the Assistant Treasurer, as the case may be (or, if there shall be more than one, in the order designated by the Board, or in the absence of such designation, in the order of their seniority of election or appointment), shall perform the duties and exercise the powers of the Secretary or the Treasurer, as applicable. An Assistant Secretary may affix the corporate seal (if any) to any instrument and attest thereto.

ARTICLE V — CAPITAL STOCK

Section 5.1 — Certificates; Uncertificated Shares.

The shares of stock of the Corporation may be certificated or uncertificated, as provided under the DGCL, and shall be entered in the books of the Corporation and registered as they are issued. The Board of Directors may provide by resolution that some or all of any or all classes or series of the Corporation's stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation.

If shares are represented by certificates, each such certificate shall be signed by, or in the name of the Corporation by, the Chairperson of the Board or the President, and by the Treasurer or the Secretary, or an Assistant Secretary, certifying the number of shares and the class and series thereof owned by the holder. Any or all of the signatures on a certificate may be by facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

Each certificate for shares of stock shall set forth or otherwise reference the Corporation's authorized capital stock as set forth in the Certificate of Incorporation, and shall contain such legends as may be required by applicable federal and state securities laws or as the Board of Directors may determine.

Section 5.2 — Transfers.

Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation by the holder of record thereof, or by such holder's duly authorized attorney-in-fact, and, in the case of certificated shares, upon the surrender of the certificate or certificates representing such shares, properly endorsed or accompanied by a duly executed stock transfer power. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by the DGCL.

Section 5.3 — Lost, Stolen, or Destroyed Certificates.

The Board of Directors may direct that a new certificate be issued in place of any certificate theretofore issued by the Corporation that is alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to have been lost, stolen, or destroyed. When authorizing such issuance of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate, or such owner's legal representative, to give the Corporation a bond or other indemnity in such sum and with such surety or sureties as the Board may direct, sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft, or destruction of such certificate or the issuance of such new certificate.

Section 5.4 — Record Holders.

The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of stock to receive dividends and other distributions, to vote as such owner, to receive notifications, and to otherwise exercise all the rights and powers of an owner of such shares. The Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the DGCL.

ARTICLE VI — INDEMNIFICATION AND ADVANCEMENT

Section 6.1 — Right to Indemnification.

The Corporation shall indemnify, to the fullest extent permitted by the DGCL as it currently exists or as it may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than the DGCL permitted the Corporation to provide prior to such amendment), any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Corporation (each, an "Indemnified Person"), against all expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such Indemnified Person in connection with such Proceeding.

The Corporation's indemnification obligations under this Section 6.1 shall apply to Proceedings arising from acts or omissions occurring before and after the adoption of these Bylaws, including but not limited to acts or omissions occurring in connection with the Merger or the transactions contemplated by the Merger Agreement. The foregoing right to indemnification is consistent with, and intended to give effect to, the obligations of the Corporation under the Merger Agreement, including the indemnification and insurance provisions thereof, and is consistent with the directors' and officers' liability tail insurance obtained from Pemberton D&O Assurance, Ltd. (Policy No. PDOA-2025-CFN-001, with a policy limit of Twenty-Five Million Dollars ($25,000,000) and a six (6)-year tail period from the Effective Date) for the benefit of pre-Closing directors and officers of the Corporation.

Notwithstanding the foregoing, except as otherwise provided in Section 6.4 of these Bylaws, the Corporation shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) initiated by such Indemnified Person only if the commencement of such Proceeding (or part thereof) was authorized by the Board of Directors.

Section 6.2 — Advancement of Expenses.

The Corporation shall pay the expenses (including attorneys' fees) incurred by an Indemnified Person who is a director or officer of the Corporation in defending any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of a Proceeding shall be made only upon receipt of an undertaking (the "Undertaking") by or on behalf of such Indemnified Person to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal that such Indemnified Person is not entitled to be indemnified for such expenses under this Article VI or otherwise.

The rights conferred by this Section 6.2 shall be contract rights. The Corporation may require, as a condition to the advancement of expenses, such documentation and assurances as the Board of Directors may reasonably request, in addition to the Undertaking.

Section 6.3 — Employees and Agents.

The Corporation may, by action of the Board of Directors, provide indemnification and advancement of expenses to employees and agents of the Corporation, or to persons serving at the request of the Corporation as employees or agents of another corporation, partnership, joint venture, trust, or other enterprise, with the same scope and effect as the indemnification and advancement of expenses provided to directors and officers under Sections 6.1 and 6.2 of these Bylaws, or to such lesser extent as the Board of Directors may deem appropriate in its discretion. The Board of Directors may, from time to time, authorize the Corporation to enter into individual indemnification agreements with any director, officer, employee, or agent of the Corporation, in each case on such terms and conditions as the Board of Directors may approve.

Section 6.4 — Non-Exclusivity.

The rights to indemnification and advancement of expenses conferred by this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors, or otherwise. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees, or agents respecting indemnification and advancement of expenses, to the fullest extent not prohibited by the DGCL or other applicable law.

Section 6.5 — Insurance.

The Corporation may purchase and maintain insurance, at its expense, on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of the DGCL or this Article VI.

As of the Effective Date, the Corporation maintains or has the benefit of the following insurance coverage: a directors' and officers' liability tail insurance policy issued by Pemberton D&O Assurance, Ltd. (having its principal offices at 71 Fenchurch Street, London EC3M 4BS, United Kingdom), with an aggregate policy limit of Twenty-Five Million Dollars ($25,000,000), providing a six (6)-year tail period from the Effective Date, covering acts and omissions of pre-Closing directors and officers of the Corporation. The Corporation shall not, and shall cause its subsidiaries not to, take any action that would impair the effectiveness of such tail coverage during the term thereof, unless required by applicable law.

Section 6.6 — Survival.

The rights to indemnification and advancement of expenses conferred by this Article VI shall continue as to a person who has ceased to be a director, officer, employee, or agent of the Corporation and shall inure to the benefit of the heirs, executors, administrators, and other legal representatives of such person. No amendment, alteration, modification, or repeal of this Article VI shall diminish or adversely affect the rights of any Indemnified Person with respect to acts or omissions occurring prior to the effectiveness of such amendment, alteration, modification, or repeal.

Section 6.7 — Amendment or Repeal.

Any amendment, alteration, or repeal of this Article VI that adversely affects any right or protection of an Indemnified Person existing at the time of such amendment, alteration, or repeal shall apply only with respect to acts or omissions occurring after the effective date of such amendment, alteration, or repeal and shall not adversely affect any right or protection of any Indemnified Person existing at the time of such amendment, alteration, or repeal with respect to any acts or omissions occurring before such effective date. For the avoidance of doubt, the protections and rights afforded by this Article VI shall be deemed to be contract rights between the Corporation and each Indemnified Person, and no amendment, alteration, or repeal of this Article VI shall impair or diminish such rights with respect to events occurring prior to the effective date of such amendment, alteration, or repeal.

ARTICLE VII — DIVIDENDS AND DISTRIBUTIONS

Section 7.1 — Declaration.

The Board of Directors may, subject to any restrictions contained in the Certificate of Incorporation and applicable law (including, without limitation, the provisions of Section 170 of the DGCL), declare and pay dividends upon the shares of capital stock of the Corporation, out of funds of the Corporation legally available therefor. Dividends may be paid in cash, in property, or in shares of the Corporation's capital stock, as determined by the Board.

Notwithstanding the foregoing, any dividends or distributions declared or paid by the Corporation shall be subject to the restrictions, covenants, and conditions set forth in the Corporation's credit facilities, including, without limitation, the senior secured credit agreement, dated as of the Effective Date, among the Corporation, as borrower, Pinnacle Atlantic Bank, N.A., as administrative agent, and the lenders from time to time party thereto (the "Credit Agreement"), governing the Corporation's Five Hundred Million Dollar ($500,000,000) credit facility, comprised of a Three Hundred Million Dollar ($300,000,000) Term Loan A facility and a Two Hundred Million Dollar ($200,000,000) Revolving Credit Facility. No dividend or distribution shall be declared or paid if such declaration or payment would result in a default or event of default under the Credit Agreement or any other agreement to which the Corporation is a party that restricts the payment of dividends or distributions.

Section 7.2 — Reserves.

Before payment of any dividend, the Board of Directors may set apart, out of any funds of the Corporation available for dividends, such sum or sums as the Board of Directors, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, for equalizing dividends, for repairing or maintaining any property of the Corporation, for the purchase or construction of additional equipment, facilities, or infrastructure, or for any other proper corporate purpose. The Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE VIII — FISCAL YEAR

Section 8.1 — Fiscal Year.

The fiscal year of the Corporation shall be determined by resolution of the Board of Directors. In the absence of any such resolution, the fiscal year of the Corporation shall begin on January 1 and end on December 31 of each year.

ARTICLE IX — CORPORATE SEAL

Section 9.1 — Seal.

The Board of Directors may adopt a corporate seal, which shall be in such form as the Board of Directors may from time to time determine. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced. In the absence of a seal, the signature of an authorized officer of the Corporation, together with the printed name and title of such officer, shall be sufficient authentication of any document or instrument that would otherwise require a seal.

ARTICLE X — NOTICES

Section 10.1 — Form of Notice.

Whenever notice is required to be given under the provisions of these Bylaws, the DGCL, or the Certificate of Incorporation, such notice may be given in writing and delivered personally, or sent by mail addressed to the person at such person's address as it appears on the records of the Corporation, with postage thereon prepaid. Such notice shall be deemed to be given at the time when the same shall be personally delivered or deposited in the United States mail. Notice may also be given by a nationally recognized overnight courier service (such as FedEx or Halcyon Partners LLC), by hand delivery, by facsimile, or by electronic transmission (including electronic mail), in each case addressed or directed to the person entitled to such notice at such person's address or electronic transmission address (including email address), as the case may be, as it appears on the records of the Corporation.

For purposes of these Bylaws, "electronic transmission" means any form of communication not directly involving the physical transmission of paper, including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process, as set forth in Section 232 of the DGCL.

Section 10.2 — Waiver.

Whenever any notice is required to be given under the provisions of these Bylaws, the DGCL, or the Certificate of Incorporation, a written waiver thereof, signed by the person entitled to such notice or transmitted by electronic transmission by the person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or a committee of directors need be specified in any written waiver of notice.

ARTICLE XI — CONTRACTS, CHECKS, LOANS, AND DEPOSITS

Section 11.1 — Contracts.

The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, or unless within the agency power of an officer, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.

Section 11.2 — Checks, Drafts, and Orders.

All checks, drafts, orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice President of the Corporation.

Section 11.3 — Loans.

No loans shall be contracted on behalf of the Corporation, and no evidences of indebtedness shall be issued in its name, unless authorized by resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Corporation's borrowing activities are subject to the terms, conditions, covenants, and restrictions of the senior secured credit agreement with Pinnacle Atlantic Bank, N.A., as administrative agent, and the lenders from time to time party thereto (the Credit Agreement), which is governed by the laws of the State of New York. No loan or evidence of indebtedness shall be contracted or issued if doing so would cause a breach of, or default under, the Credit Agreement or any other material agreement to which the Corporation is a party.

Section 11.4 — Deposits.

All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select. The Board of Directors may authorize one or more officers of the Corporation to select such depositories and to establish accounts on behalf of the Corporation.

ARTICLE XII — BOOKS AND RECORDS

Section 12.1 — Maintenance.

The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its stockholders, Board of Directors, and committees of the Board of Directors. The Corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of the name, address, and number of shares registered in the name of each stockholder.

The books and records of the Corporation may be kept at the Corporation's principal office located at 2750 NW Thurman Street, Suite 400, Portland, Oregon 97210, or at such other place or places as may be designated from time to time by the Board of Directors. The books and records may be maintained in any form, including electronic form, that is capable of being converted into written form within a reasonable time for inspection purposes.

Section 12.2 — Inspection.

Every stockholder of record shall have the right to inspect the books and records of account, minutes, and the stock ledger of the Corporation, for any proper purpose, in accordance with Section 220 of the DGCL, and subject to the conditions and limitations set forth therein. The Corporation may impose reasonable conditions on such inspection, including requirements related to the time, place, and manner of inspection, and may require the stockholder to furnish an affidavit setting forth the purpose of the inspection. The Board of Directors shall have the power to determine from time to time whether, to what extent, at what times, and at what places, and under what conditions and regulations the books, records, and accounts of the Corporation, or any of them, shall be open to the inspection of stockholders, subject to the rights of stockholders under Section 220 of the DGCL.

ARTICLE XIII — AMENDMENTS

Section 13.1 — Amendment by Board.

These Bylaws may be altered, amended, or repealed, and new bylaws may be adopted, by the Board of Directors at any regular or special meeting of the Board, by the affirmative vote of a majority of the directors then in office, subject to the power of the stockholders to alter, amend, or repeal any bylaws adopted by the Board of Directors. Any bylaw adopted, amended, or repealed by the Board of Directors may be amended, altered, or reinstated by the stockholders.

Section 13.2 — Amendment by Stockholders.

These Bylaws may be altered, amended, or repealed, and new bylaws may be adopted, by the stockholders of the Corporation at any annual or special meeting of stockholders at which a quorum is present, by the affirmative vote of the holders of a majority of the shares of stock present in person or represented by proxy and entitled to vote on the subject matter, or by written consent of the sole stockholder in lieu of a meeting as provided in Section 2.6 of these Bylaws. As of the Effective Date, Northgate Telecommunications PLC, as the sole stockholder, has the right to alter, amend, or repeal these Bylaws, and to adopt new bylaws, at any time by written consent, without the necessity of a meeting.

Section 13.3 — Supremacy.

In the event of any direct conflict between the provisions of these Bylaws and the provisions of the Certificate of Incorporation (as the same may be amended from time to time), the provisions of the Certificate of Incorporation shall control and take precedence. These Bylaws are subject in all respects to the provisions of the Certificate of Incorporation and the DGCL.

ARTICLE XIV — GOVERNING LAW

Section 14.1 — Governing Law.

These Bylaws shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof that would require the application of the laws of any other jurisdiction.

Section 14.2 — Forum Selection.

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the United States District Court for the District of Delaware) shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for:

(a) any derivative action or proceeding brought on behalf of the Corporation;

(b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, or other employee of the Corporation to the Corporation or its stockholders;

(c) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation, or these Bylaws (as any of the foregoing may be amended from time to time); or

(d) any action asserting a claim governed by the internal affairs doctrine.

Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Section 14.2. If any action the subject matter of which is within the scope of this Section 14.2 is filed in a court other than a court specified in this Section 14.2 (a "Foreign Action"), the filing party shall be deemed to have consented to (i) the personal jurisdiction of the courts specified in this Section 14.2 in connection with any action brought in any such court to enforce this Section 14.2, and (ii) having service of process made upon such filing party in any such enforcement action by service upon such filing party's counsel in the Foreign Action as agent for such filing party.

This Section 14.2 shall not apply to any action arising under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts of the United States have exclusive jurisdiction, unless such claim also arises under the DGCL or the internal affairs doctrine.

ARTICLE XV — MISCELLANEOUS

Section 15.1 — Construction.

Whenever the context so requires, the use of the masculine gender shall include the feminine and neuter genders, and the use of the singular shall include the plural, and conversely. The words "herein," "hereof," "hereunder," and other words of similar import refer to these Bylaws as a whole and not to any particular Article, Section, or other subdivision. References to "including" shall mean "including without limitation" unless the context otherwise requires.

Section 15.2 — Severability.

If any provision of these Bylaws, or the application thereof to any person or circumstance, shall be held to be invalid or unenforceable to any extent by a court of competent jurisdiction, the remainder of these Bylaws, and the application of such provision to other persons or circumstances, shall not be affected thereby but rather shall be enforced to the greatest extent permitted by applicable law. To the extent permitted by applicable law, the stockholders and the Board of Directors hereby waive any provision of law that would render any provision of these Bylaws prohibited or unenforceable in any respect.

Section 15.3 — Headings.

The article and section headings contained in these Bylaws are inserted for convenience of reference only and shall not be considered a part of or affect the construction or interpretation of these Bylaws.

CERTIFICATION OF ADOPTION

The undersigned, being the duly appointed Secretary of Cascadia Fiber Networks, Inc., a Delaware corporation, hereby certifies that these Amended and Restated Bylaws were duly adopted by the Board of Directors of Cascadia Fiber Networks, Inc., as the surviving corporation in the merger of NTP Acquisition Sub, Inc. with and into Cascadia Fiber Networks, Inc. (the "Merger"), effective as of __, 2025, being the date of the closing of the Merger contemplated by that certain Agreement and Plan of Merger, dated as of April 7, 2025, among Northgate Telecommunications PLC, NTP Acquisition Sub, Inc., and Cascadia Fiber Networks, Inc. These Amended and Restated Bylaws supersede and replace in their entirety all prior bylaws of the Corporation.

IN WITNESS WHEREOF, the undersigned has executed this Certification as of the date set forth below.

CASCADIA FIBER NETWORKS, INC.

By: ________

Name: ________

Title: Secretary

Date: ________

AMENDED AND RESTATED BYLAWS
OF
CASCADIA FIBER NETWORKS, INC.
(a Delaware corporation)
Effective as of __, 2025 (the "Effective Date")
These Amended and Restated Bylaws (these "Bylaws") of Cascadia Fiber Networks, Inc., a Delaware corporation (the "Corporation"), are adopted effective as of the Effective Date, being the date of the closing (the "Closing") of the merger (the "Merger") contemplated by that certain Agreement and Plan of Merger, dated as of April 7, 2025 (the "Merger Agreement"), among Northgate Telecommunications PLC, a public limited company organized under the laws of England and Wales ("Parent" or "Northgate"), NTP Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Cascadia Fiber Networks, Inc.
These Amended and Restated Bylaws supersede and replace in their entirety the prior bylaws of Cascadia Fiber Networks, Inc. (Delaware File No. 5197843), as adopted, amended, and restated from time to time prior to the Effective Date.
These Bylaws have been duly adopted by the Board of Directors of Cascadia Fiber Networks, Inc. as the surviving corporation in the Merger of NTP Acquisition Sub, Inc. with and into Cascadia Fiber Networks, Inc., pursuant to the Delaware General Corporation Law, Title 8 of the Delaware Code (the "DGCL").
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ARTICLE I — OFFICES
Section 1.1 — Registered Office.
The registered office of the Corporation in the State of Delaware shall be located at the office of Corporation Trust Associates, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The registered agent of the Corporation at such address shall be Corporation Trust Associates. The Board of Directors (as defined in Article III) may change the registered office and registered agent from time to time in the manner provided by the DGCL and applicable law.
Section 1.2 — Principal Office.
The principal business office of the Corporation shall be located at 2750 NW Thurman Street, Suite 400, Portland, Oregon 97210, or at such other place as the Board of Directors may from time to time designate by resolution. The Board of Directors may change the location of the principal office at any time, and any such change shall not be deemed an amendment to these Bylaws.
Section 1.3 — Other Offices.
The Corporation may have other offices at such places, within or without the State of Delaware, as the Board of Directors may from time to time determine or as the business of the Corporation may require. The establishment of any such additional office shall not require an amendment to these Bylaws, and the Board of Directors may authorize any officer of the Corporation to lease or otherwise procure space for such offices as the Board deems necessary or appropriate in connection with the conduct of the Corporation's business.
ARTICLE II — STOCKHOLDERS
Section 2.1 — Annual Meeting.
An annual meeting of the stockholders of the Corporation for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date, time, and place, if any, within or without the State of Delaware, or by means of remote communication, as shall be determined by the Board of Directors and stated in the notice of such meeting. As of the Effective Date, the sole stockholder of the Corporation is Northgate Telecommunications PLC, a public limited company organized under the laws of England and Wales. The Board of Directors may postpone, reschedule, or cancel any previously scheduled annual meeting of stockholders.
Section 2.2 — Special Meetings.
Special meetings of the stockholders of the Corporation may be called at any time by the Board of Directors, the Chairperson of the Board (if one shall have been appointed), or the President. In addition, given that the Corporation is a wholly owned subsidiary of Northgate Telecommunications PLC, special meetings may be called by the sole stockholder, Northgate Telecommunications PLC, or any duly authorized representative thereof. Special meetings shall be held at such date, time, and place, if any, within or without the State of Delaware, or by means of remote communication, as shall be stated in the notice of such meeting. Business transacted at any special meeting of stockholders shall be limited to the purpose or purposes stated in the notice of such meeting.
Section 2.3 — Notice of Meetings.
Written notice of each annual or special meeting of stockholders, stating the place (if any), date, and hour thereof, the means of remote communication (if any) by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of such meeting to each stockholder of record entitled to vote at such meeting. Such notice shall be given in the manner set forth in Article X of these Bylaws.
Notice of any meeting of stockholders may be waived in writing or by electronic transmission by the person entitled to such notice, whether given before or after the time of the meeting. Attendance of a stockholder at a meeting, in person or by proxy, shall constitute a waiver of notice of such meeting, except where the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting was not lawfully called or convened.
Section 2.4 — Quorum.
The holders of a majority of the outstanding shares of stock entitled to vote at a meeting, present in person or represented by proxy, shall constitute a quorum at any meeting of stockholders for the transaction of business. Since the Corporation is a wholly owned subsidiary of Northgate Telecommunications PLC, the presence of the sole stockholder, whether in person or by proxy, shall constitute a quorum for all purposes. If a quorum is not present at any meeting of stockholders, the stockholders present in person or by proxy may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.
Section 2.5 — Voting.
Each share of common stock of the Corporation shall entitle the holder thereof to one (1) vote on each matter submitted to a vote of the stockholders, except as otherwise provided by the DGCL, the Amended and Restated Certificate of Incorporation of the Corporation (as the same may be amended from time to time, the "Certificate of Incorporation"), or these Bylaws. Unless otherwise required by the DGCL, the Certificate of Incorporation, or these Bylaws, the affirmative vote of a majority of the shares of stock present in person or represented by proxy at a meeting and entitled to vote on the subject matter shall be the act of the stockholders. Where a separate vote by a class or series is required by the DGCL or the Certificate of Incorporation, the affirmative vote of a majority of the shares of such class or series present in person or represented by proxy at the meeting shall be the act of such class or series, unless otherwise required by the DGCL or the Certificate of Incorporation.
Section 2.6 — Action by Written Consent.
Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Such written consent shall be filed with the minutes of the proceedings of the stockholders.
Given the Corporation's status as a wholly owned subsidiary of Northgate Telecommunications PLC, actions taken by written consent of the sole stockholder shall be effective immediately upon execution by or on behalf of Northgate Telecommunications PLC, without the necessity of further action. Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those stockholders (if any) who have not consented in writing, in accordance with Section 228(e) of the DGCL.
Section 2.7 — Proxies.
Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy. Such authorization may be accomplished by a writing executed by the stockholder or by such stockholder's authorized officer, director, employee, or agent, or by transmission of a telegram, cablegram, electronic transmission, or other means permitted by law. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be revocable at any time unless it is coupled with an interest or is otherwise irrevocable under applicable law.
Section 2.8 — Record Date.
In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) days nor less than ten (10) days before the date of any meeting of stockholders, nor more than sixty (60) days prior to any other action requiring determination of stockholders of record. If no record date is fixed by the Board of Directors, the record date shall be determined in accordance with Section 213 of the DGCL.
ARTICLE III — BOARD OF DIRECTORS
Section 3.1 — General Powers.
The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors (the "Board" or "Board of Directors"), except as may otherwise be provided by the DGCL or the Certificate of Incorporation. The Board of Directors shall have full power and authority to exercise all powers of the Corporation and to do all such lawful acts and things as are not by statute, by the Certificate of Incorporation, or by these Bylaws directed or required to be exercised or done by the stockholders. In exercising their powers and performing their duties, directors shall act in good faith and in a manner they reasonably believe to be in the best interests of the Corporation.
Section 3.2 — Number, Election, and Term.
The number of directors that shall constitute the entire Board of Directors shall be fixed from time to time by resolution of the Board of Directors or by the sole stockholder, but in no event shall the number of directors be less than one (1). In the absence of any such resolution, the number of directors shall be one (1). The initial directors of the Corporation following the Merger shall be determined by Northgate Telecommunications PLC, as the sole stockholder, in its capacity as sole stockholder of the surviving corporation.
Each director shall hold office until the next annual meeting of stockholders and until such director's successor shall have been duly elected and qualified, or until such director's earlier resignation, removal, disqualification, or death. Directors need not be stockholders of the Corporation or residents of the State of Delaware unless so required by the Certificate of Incorporation.
Section 3.3 — Removal.
Any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Given the Corporation's status as a wholly owned subsidiary of Northgate Telecommunications PLC, any such removal may be effected at any time by the sole stockholder, acting by written resolution or at any annual or special meeting of stockholders, with or without cause. A successor may be elected at the same meeting or by written consent at which such removal is effected.
Section 3.4 — Vacancies.
Vacancies on the Board of Directors resulting from death, resignation, removal, disqualification, or any other cause, and newly created directorships resulting from any increase in the authorized number of directors, may be filled by a majority vote of the directors then in office, even though less than a quorum, or by the sole remaining director, or by the sole stockholder of the Corporation. Each director so chosen to fill a vacancy or newly created directorship shall hold office until the next annual meeting of stockholders and until such director's successor shall have been duly elected and qualified, or until such director's earlier resignation, removal, disqualification, or death. No decrease in the authorized number of directors shall shorten the term of any incumbent director.
Section 3.5 — Resignation.
Any director may resign at any time by giving notice in writing or by electronic transmission to the Board of Directors, the Chairperson of the Board, or the Secretary of the Corporation. Such resignation shall take effect at the time of receipt of such notice or at any later time specified therein. Unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective. A resignation that is conditioned upon the director failing to receive a specified vote for reelection as a director may provide that it is irrevocable.
Section 3.6 — Regular Meetings.
Regular meetings of the Board of Directors may be held at such times and at such places, within or without the State of Delaware, as the Board of Directors may from time to time determine by resolution. If the date, time, and place of a regular meeting are fixed by resolution of the Board, no further notice of such regular meeting shall be required to be given. A regular meeting of the Board of Directors may be held without notice immediately after and at the same place as the annual meeting of stockholders.
Section 3.7 — Special Meetings.
Special meetings of the Board of Directors may be called at any time by the Chairperson of the Board (if one shall have been appointed), the President, or any director then in office. Notice of each special meeting of the Board of Directors shall be given to each director by the person or persons calling the meeting. Such notice shall state the date, time, and place of the meeting, and shall be given at least twenty-four (24) hours before the time of the meeting if given by telephone, electronic transmission (including email or facsimile), or in person, or at least forty-eight (48) hours before the time of the meeting if given by deposit in the United States mail, postage prepaid. The notice need not describe the purpose of the special meeting; any and all business may be transacted at a special meeting.
Section 3.8 — Quorum and Voting.
At all meetings of the Board of Directors, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by the DGCL, the Certificate of Incorporation, or these Bylaws.
Section 3.9 — Action by Written Consent.
Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing or by electronic transmission. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of the proceedings of the Board of Directors or such committee in the same manner as minutes of a meeting. Such consent shall have the same force and effect as a unanimous vote of the Board of Directors or committee at a duly convened meeting.
Section 3.10 — Telephonic and Electronic Meetings.
Members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section 3.10 shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.
Section 3.11 — Committees.
The Board of Directors may, by resolution adopted by a majority of the total number of directors then in office, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.
Each committee shall have and may exercise such powers of the Board of Directors as may be delegated to it by resolution of the Board; provided, however, that no committee shall have the power or authority to take any action that is reserved exclusively to the Board of Directors under Section 141(c) of the DGCL, including without limitation: (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval; or (b) adopting, amending, or repealing any bylaw of the Corporation. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed by law or these Bylaws.
Section 3.12 — Compensation.
Unless otherwise restricted by the Certificate of Incorporation, the Board of Directors shall have the authority to fix the compensation of directors. Directors may receive compensation and reimbursement of expenses for attendance at each regular or special meeting of the Board of Directors and of any committee thereof, and for other service rendered to the Corporation in their capacities as directors. The amount and form of such compensation shall be determined by resolution of the Board of Directors or by the sole stockholder. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.
ARTICLE IV — OFFICERS
Section 4.1 — Designation of Officers.
The officers of the Corporation shall include a President, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. The Board of Directors may also appoint a Chairperson of the Board, one or more Vice Presidents (any one or more of whom may be designated as Executive Vice President or Senior Vice President), one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers and agents as the Board may deem necessary or appropriate for the conduct of the Corporation's business. Any two (2) or more offices may be held by the same person, except as otherwise prohibited by the DGCL. Officers need not be directors or stockholders of the Corporation.
Section 4.2 — Election and Term.
Officers shall be elected or appointed by the Board of Directors at its first meeting following the annual meeting of stockholders, or at any other regular or special meeting, or by unanimous written consent. Each officer shall hold office until such officer's successor shall have been duly elected or appointed and shall have qualified, or until such officer's earlier resignation, removal, disqualification, or death. A vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors.
Section 4.3 — Removal.
Any officer of the Corporation may be removed at any time, with or without cause, by the Board of Directors. Such removal shall be without prejudice to the contractual rights, if any, of the person so removed. Election or appointment of an officer shall not of itself create any contractual rights in favor of such officer.
Section 4.4 — Resignation.
Any officer may resign at any time by giving written notice or notice by electronic transmission to the Board of Directors, the President, or the Secretary of the Corporation. Such resignation shall take effect at the time of receipt of such notice or at any later time specified therein. Unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective. Any such resignation shall be without prejudice to any contractual rights of the Corporation.
Section 4.5 — Chairperson of the Board.
The Chairperson of the Board, if one shall have been appointed by the Board of Directors, shall preside at all meetings of the Board of Directors and at all meetings of the stockholders. The Chairperson of the Board shall have such other powers and perform such other duties as may from time to time be assigned to the Chairperson by the Board of Directors or as may be prescribed by these Bylaws. In the absence of the Chairperson of the Board, or in the event of the Chairperson's inability or refusal to act, the President (or in the President's absence, a Vice President designated by the Board) shall preside at meetings of the Board and stockholders.
Section 4.6 — President.
The President shall be the chief executive officer of the Corporation, unless the Board of Directors shall have designated another officer as the chief executive officer. Subject to the control of the Board of Directors and the Chairperson of the Board (if one shall have been appointed), the President shall have general supervision, direction, and control of the business and affairs of the Corporation and shall have the general and active management of the business of the Corporation. The President shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall execute bonds, mortgages, contracts, and other instruments in the name of the Corporation as authorized by the Board of Directors, except where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed. The President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 4.7 — Vice Presidents.
In the absence of the President or in the event of the President's inability or refusal to act, the Vice President (or, if there shall be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or in the absence of any such designation, then in the order of their seniority of election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as shall from time to time be assigned by the Board of Directors or the President.
Section 4.8 — Secretary.
The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and shall record or cause to be recorded all votes and the minutes of all proceedings in a book to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors in accordance with these Bylaws and as required by law. The Secretary shall be the custodian of the corporate seal of the Corporation (if any) and of all corporate records, books, and documents other than those for which some other officer or agent has been designated as custodian. The Secretary shall have the authority to affix the corporate seal (if any) to any instrument requiring it, and when so affixed, it may be attested by the Secretary's signature. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by such officer's signature. The Secretary shall perform all duties incident to the office of Secretary and such other duties as may from time to time be assigned to the Secretary by the Board of Directors or the President.
Section 4.9 — Treasurer.
The Treasurer shall have custody of the corporate funds and securities of the Corporation and shall keep full and accurate accounts of all receipts and disbursements of the Corporation in books belonging to the Corporation. The Treasurer shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, the President, or any other authorized officer, taking proper vouchers for such disbursements. The Treasurer shall render to the President and the Board of Directors, at the regular meetings of the Board or whenever they may require it, an account of all transactions and of the financial condition of the Corporation. The Treasurer shall perform all duties incident to the office of Treasurer and such other duties as may from time to time be assigned to the Treasurer by the Board of Directors or the President.
Section 4.10 — Assistant Officers.
Each Assistant Secretary and each Assistant Treasurer shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the Board of Directors, the President, or any other officer authorized by the Board to make such assignments. In the absence of the Secretary or the Treasurer, or in the event of the inability or refusal of the Secretary or the Treasurer to act, the Assistant Secretary or the Assistant Treasurer, as the case may be (or, if there shall be more than one, in the order designated by the Board, or in the absence of such designation, in the order of their seniority of election or appointment), shall perform the duties and exercise the powers of the Secretary or the Treasurer, as applicable. An Assistant Secretary may affix the corporate seal (if any) to any instrument and attest thereto.
ARTICLE V — CAPITAL STOCK
Section 5.1 — Certificates; Uncertificated Shares.
The shares of stock of the Corporation may be certificated or uncertificated, as provided under the DGCL, and shall be entered in the books of the Corporation and registered as they are issued. The Board of Directors may provide by resolution that some or all of any or all classes or series of the Corporation's stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation.
If shares are represented by certificates, each such certificate shall be signed by, or in the name of the Corporation by, the Chairperson of the Board or the President, and by the Treasurer or the Secretary, or an Assistant Secretary, certifying the number of shares and the class and series thereof owned by the holder. Any or all of the signatures on a certificate may be by facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.
Each certificate for shares of stock shall set forth or otherwise reference the Corporation's authorized capital stock as set forth in the Certificate of Incorporation, and shall contain such legends as may be required by applicable federal and state securities laws or as the Board of Directors may determine.
Section 5.2 — Transfers.
Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation by the holder of record thereof, or by such holder's duly authorized attorney-in-fact, and, in the case of certificated shares, upon the surrender of the certificate or certificates representing such shares, properly endorsed or accompanied by a duly executed stock transfer power. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by the DGCL.
Section 5.3 — Lost, Stolen, or Destroyed Certificates.
The Board of Directors may direct that a new certificate be issued in place of any certificate theretofore issued by the Corporation that is alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to have been lost, stolen, or destroyed. When authorizing such issuance of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate, or such owner's legal representative, to give the Corporation a bond or other indemnity in such sum and with such surety or sureties as the Board may direct, sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft, or destruction of such certificate or the issuance of such new certificate.
Section 5.4 — Record Holders.
The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of stock to receive dividends and other distributions, to vote as such owner, to receive notifications, and to otherwise exercise all the rights and powers of an owner of such shares. The Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the DGCL.
ARTICLE VI — INDEMNIFICATION AND ADVANCEMENT
Section 6.1 — Right to Indemnification.
The Corporation shall indemnify, to the fullest extent permitted by the DGCL as it currently exists or as it may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than the DGCL permitted the Corporation to provide prior to such amendment), any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Corporation (each, an "Indemnified Person"), against all expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such Indemnified Person in connection with such Proceeding.
The Corporation's indemnification obligations under this Section 6.1 shall apply to Proceedings arising from acts or omissions occurring before and after the adoption of these Bylaws, including but not limited to acts or omissions occurring in connection with the Merger or the transactions contemplated by the Merger Agreement. The foregoing right to indemnification is consistent with, and intended to give effect to, the obligations of the Corporation under the Merger Agreement, including the indemnification and insurance provisions thereof, and is consistent with the directors' and officers' liability tail insurance obtained from Pemberton D&O Assurance, Ltd. (Policy No. PDOA-2025-CFN-001, with a policy limit of Twenty-Five Million Dollars ($25,000,000) and a six (6)-year tail period from the Effective Date) for the benefit of pre-Closing directors and officers of the Corporation.
Notwithstanding the foregoing, except as otherwise provided in Section 6.4 of these Bylaws, the Corporation shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) initiated by such Indemnified Person only if the commencement of such Proceeding (or part thereof) was authorized by the Board of Directors.
Section 6.2 — Advancement of Expenses.
The Corporation shall pay the expenses (including attorneys' fees) incurred by an Indemnified Person who is a director or officer of the Corporation in defending any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of a Proceeding shall be made only upon receipt of an undertaking (the "Undertaking") by or on behalf of such Indemnified Person to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal that such Indemnified Person is not entitled to be indemnified for such expenses under this Article VI or otherwise.
The rights conferred by this Section 6.2 shall be contract rights. The Corporation may require, as a condition to the advancement of expenses, such documentation and assurances as the Board of Directors may reasonably request, in addition to the Undertaking.
Section 6.3 — Employees and Agents.
The Corporation may, by action of the Board of Directors, provide indemnification and advancement of expenses to employees and agents of the Corporation, or to persons serving at the request of the Corporation as employees or agents of another corporation, partnership, joint venture, trust, or other enterprise, with the same scope and effect as the indemnification and advancement of expenses provided to directors and officers under Sections 6.1 and 6.2 of these Bylaws, or to such lesser extent as the Board of Directors may deem appropriate in its discretion. The Board of Directors may, from time to time, authorize the Corporation to enter into individual indemnification agreements with any director, officer, employee, or agent of the Corporation, in each case on such terms and conditions as the Board of Directors may approve.
Section 6.4 — Non-Exclusivity.
The rights to indemnification and advancement of expenses conferred by this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors, or otherwise. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees, or agents respecting indemnification and advancement of expenses, to the fullest extent not prohibited by the DGCL or other applicable law.
Section 6.5 — Insurance.
The Corporation may purchase and maintain insurance, at its expense, on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of the DGCL or this Article VI.
As of the Effective Date, the Corporation maintains or has the benefit of the following insurance coverage: a directors' and officers' liability tail insurance policy issued by Pemberton D&O Assurance, Ltd. (having its principal offices at 71 Fenchurch Street, London EC3M 4BS, United Kingdom), with an aggregate policy limit of Twenty-Five Million Dollars ($25,000,000), providing a six (6)-year tail period from the Effective Date, covering acts and omissions of pre-Closing directors and officers of the Corporation. The Corporation shall not, and shall cause its subsidiaries not to, take any action that would impair the effectiveness of such tail coverage during the term thereof, unless required by applicable law.
Section 6.6 — Survival.
The rights to indemnification and advancement of expenses conferred by this Article VI shall continue as to a person who has ceased to be a director, officer, employee, or agent of the Corporation and shall inure to the benefit of the heirs, executors, administrators, and other legal representatives of such person. No amendment, alteration, modification, or repeal of this Article VI shall diminish or adversely affect the rights of any Indemnified Person with respect to acts or omissions occurring prior to the effectiveness of such amendment, alteration, modification, or repeal.
Section 6.7 — Amendment or Repeal.
Any amendment, alteration, or repeal of this Article VI that adversely affects any right or protection of an Indemnified Person existing at the time of such amendment, alteration, or repeal shall apply only with respect to acts or omissions occurring after the effective date of such amendment, alteration, or repeal and shall not adversely affect any right or protection of any Indemnified Person existing at the time of such amendment, alteration, or repeal with respect to any acts or omissions occurring before such effective date. For the avoidance of doubt, the protections and rights afforded by this Article VI shall be deemed to be contract rights between the Corporation and each Indemnified Person, and no amendment, alteration, or repeal of this Article VI shall impair or diminish such rights with respect to events occurring prior to the effective date of such amendment, alteration, or repeal.
ARTICLE VII — DIVIDENDS AND DISTRIBUTIONS
Section 7.1 — Declaration.
The Board of Directors may, subject to any restrictions contained in the Certificate of Incorporation and applicable law (including, without limitation, the provisions of Section 170 of the DGCL), declare and pay dividends upon the shares of capital stock of the Corporation, out of funds of the Corporation legally available therefor. Dividends may be paid in cash, in property, or in shares of the Corporation's capital stock, as determined by the Board.
Notwithstanding the foregoing, any dividends or distributions declared or paid by the Corporation shall be subject to the restrictions, covenants, and conditions set forth in the Corporation's credit facilities, including, without limitation, the senior secured credit agreement, dated as of the Effective Date, among the Corporation, as borrower, Pinnacle Atlantic Bank, N.A., as administrative agent, and the lenders from time to time party thereto (the "Credit Agreement"), governing the Corporation's Five Hundred Million Dollar ($500,000,000) credit facility, comprised of a Three Hundred Million Dollar ($300,000,000) Term Loan A facility and a Two Hundred Million Dollar ($200,000,000) Revolving Credit Facility. No dividend or distribution shall be declared or paid if such declaration or payment would result in a default or event of default under the Credit Agreement or any other agreement to which the Corporation is a party that restricts the payment of dividends or distributions.
Section 7.2 — Reserves.
Before payment of any dividend, the Board of Directors may set apart, out of any funds of the Corporation available for dividends, such sum or sums as the Board of Directors, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, for equalizing dividends, for repairing or maintaining any property of the Corporation, for the purchase or construction of additional equipment, facilities, or infrastructure, or for any other proper corporate purpose. The Board of Directors may modify or abolish any such reserve in the manner in which it was created.
ARTICLE VIII — FISCAL YEAR
Section 8.1 — Fiscal Year.
The fiscal year of the Corporation shall be determined by resolution of the Board of Directors. In the absence of any such resolution, the fiscal year of the Corporation shall begin on January 1 and end on December 31 of each year.
ARTICLE IX — CORPORATE SEAL
Section 9.1 — Seal.
The Board of Directors may adopt a corporate seal, which shall be in such form as the Board of Directors may from time to time determine. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced. In the absence of a seal, the signature of an authorized officer of the Corporation, together with the printed name and title of such officer, shall be sufficient authentication of any document or instrument that would otherwise require a seal.
ARTICLE X — NOTICES
Section 10.1 — Form of Notice.
Whenever notice is required to be given under the provisions of these Bylaws, the DGCL, or the Certificate of Incorporation, such notice may be given in writing and delivered personally, or sent by mail addressed to the person at such person's address as it appears on the records of the Corporation, with postage thereon prepaid. Such notice shall be deemed to be given at the time when the same shall be personally delivered or deposited in the United States mail. Notice may also be given by a nationally recognized overnight courier service (such as FedEx or Halcyon Partners LLC), by hand delivery, by facsimile, or by electronic transmission (including electronic mail), in each case addressed or directed to the person entitled to such notice at such person's address or electronic transmission address (including email address), as the case may be, as it appears on the records of the Corporation.
For purposes of these Bylaws, "electronic transmission" means any form of communication not directly involving the physical transmission of paper, including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process, as set forth in Section 232 of the DGCL.
Section 10.2 — Waiver.
Whenever any notice is required to be given under the provisions of these Bylaws, the DGCL, or the Certificate of Incorporation, a written waiver thereof, signed by the person entitled to such notice or transmitted by electronic transmission by the person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or a committee of directors need be specified in any written waiver of notice.
ARTICLE XI — CONTRACTS, CHECKS, LOANS, AND DEPOSITS
Section 11.1 — Contracts.
The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, or unless within the agency power of an officer, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.
Section 11.2 — Checks, Drafts, and Orders.
All checks, drafts, orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice President of the Corporation.
Section 11.3 — Loans.
No loans shall be contracted on behalf of the Corporation, and no evidences of indebtedness shall be issued in its name, unless authorized by resolution of the Board of Directors. Such authority may be general or confined to specific instances. The Corporation's borrowing activities are subject to the terms, conditions, covenants, and restrictions of the senior secured credit agreement with Pinnacle Atlantic Bank, N.A., as administrative agent, and the lenders from time to time party thereto (the Credit Agreement), which is governed by the laws of the State of New York. No loan or evidence of indebtedness shall be contracted or issued if doing so would cause a breach of, or default under, the Credit Agreement or any other material agreement to which the Corporation is a party.
Section 11.4 — Deposits.
All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select. The Board of Directors may authorize one or more officers of the Corporation to select such depositories and to establish accounts on behalf of the Corporation.
ARTICLE XII — BOOKS AND RECORDS
Section 12.1 — Maintenance.
The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its stockholders, Board of Directors, and committees of the Board of Directors. The Corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of the name, address, and number of shares registered in the name of each stockholder.
The books and records of the Corporation may be kept at the Corporation's principal office located at 2750 NW Thurman Street, Suite 400, Portland, Oregon 97210, or at such other place or places as may be designated from time to time by the Board of Directors. The books and records may be maintained in any form, including electronic form, that is capable of being converted into written form within a reasonable time for inspection purposes.
Section 12.2 — Inspection.
Every stockholder of record shall have the right to inspect the books and records of account, minutes, and the stock ledger of the Corporation, for any proper purpose, in accordance with Section 220 of the DGCL, and subject to the conditions and limitations set forth therein. The Corporation may impose reasonable conditions on such inspection, including requirements related to the time, place, and manner of inspection, and may require the stockholder to furnish an affidavit setting forth the purpose of the inspection. The Board of Directors shall have the power to determine from time to time whether, to what extent, at what times, and at what places, and under what conditions and regulations the books, records, and accounts of the Corporation, or any of them, shall be open to the inspection of stockholders, subject to the rights of stockholders under Section 220 of the DGCL.
ARTICLE XIII — AMENDMENTS
Section 13.1 — Amendment by Board.
These Bylaws may be altered, amended, or repealed, and new bylaws may be adopted, by the Board of Directors at any regular or special meeting of the Board, by the affirmative vote of a majority of the directors then in office, subject to the power of the stockholders to alter, amend, or repeal any bylaws adopted by the Board of Directors. Any bylaw adopted, amended, or repealed by the Board of Directors may be amended, altered, or reinstated by the stockholders.
Section 13.2 — Amendment by Stockholders.
These Bylaws may be altered, amended, or repealed, and new bylaws may be adopted, by the stockholders of the Corporation at any annual or special meeting of stockholders at which a quorum is present, by the affirmative vote of the holders of a majority of the shares of stock present in person or represented by proxy and entitled to vote on the subject matter, or by written consent of the sole stockholder in lieu of a meeting as provided in Section 2.6 of these Bylaws. As of the Effective Date, Northgate Telecommunications PLC, as the sole stockholder, has the right to alter, amend, or repeal these Bylaws, and to adopt new bylaws, at any time by written consent, without the necessity of a meeting.
Section 13.3 — Supremacy.
In the event of any direct conflict between the provisions of these Bylaws and the provisions of the Certificate of Incorporation (as the same may be amended from time to time), the provisions of the Certificate of Incorporation shall control and take precedence. These Bylaws are subject in all respects to the provisions of the Certificate of Incorporation and the DGCL.
ARTICLE XIV — GOVERNING LAW
Section 14.1 — Governing Law.
These Bylaws shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof that would require the application of the laws of any other jurisdiction.
Section 14.2 — Forum Selection.
Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the United States District Court for the District of Delaware) shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for:
(a) any derivative action or proceeding brought on behalf of the Corporation;
(b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, or other employee of the Corporation to the Corporation or its stockholders;
(c) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation, or these Bylaws (as any of the foregoing may be amended from time to time); or
(d) any action asserting a claim governed by the internal affairs doctrine.
Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Section 14.2. If any action the subject matter of which is within the scope of this Section 14.2 is filed in a court other than a court specified in this Section 14.2 (a "Foreign Action"), the filing party shall be deemed to have consented to (i) the personal jurisdiction of the courts specified in this Section 14.2 in connection with any action brought in any such court to enforce this Section 14.2, and (ii) having service of process made upon such filing party in any such enforcement action by service upon such filing party's counsel in the Foreign Action as agent for such filing party.
This Section 14.2 shall not apply to any action arising under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts of the United States have exclusive jurisdiction, unless such claim also arises under the DGCL or the internal affairs doctrine.
ARTICLE XV — MISCELLANEOUS
Section 15.1 — Construction.
Whenever the context so requires, the use of the masculine gender shall include the feminine and neuter genders, and the use of the singular shall include the plural, and conversely. The words "herein," "hereof," "hereunder," and other words of similar import refer to these Bylaws as a whole and not to any particular Article, Section, or other subdivision. References to "including" shall mean "including without limitation" unless the context otherwise requires.
Section 15.2 — Severability.
If any provision of these Bylaws, or the application thereof to any person or circumstance, shall be held to be invalid or unenforceable to any extent by a court of competent jurisdiction, the remainder of these Bylaws, and the application of such provision to other persons or circumstances, shall not be affected thereby but rather shall be enforced to the greatest extent permitted by applicable law. To the extent permitted by applicable law, the stockholders and the Board of Directors hereby waive any provision of law that would render any provision of these Bylaws prohibited or unenforceable in any respect.
Section 15.3 — Headings.
The article and section headings contained in these Bylaws are inserted for convenience of reference only and shall not be considered a part of or affect the construction or interpretation of these Bylaws.
CERTIFICATION OF ADOPTION
The undersigned, being the duly appointed Secretary of Cascadia Fiber Networks, Inc., a Delaware corporation, hereby certifies that these Amended and Restated Bylaws were duly adopted by the Board of Directors of Cascadia Fiber Networks, Inc., as the surviving corporation in the merger of NTP Acquisition Sub, Inc. with and into Cascadia Fiber Networks, Inc. (the "Merger"), effective as of __, 2025, being the date of the closing of the Merger contemplated by that certain Agreement and Plan of Merger, dated as of April 7, 2025, among Northgate Telecommunications PLC, NTP Acquisition Sub, Inc., and Cascadia Fiber Networks, Inc. These Amended and Restated Bylaws supersede and replace in their entirety all prior bylaws of the Corporation.
IN WITNESS WHEREOF, the undersigned has executed this Certification as of the date set forth below.
CASCADIA FIBER NETWORKS, INC.
By: ________
Name: ________
Title: Secretary
Date: ________

AMENDED AND RESTATED BYLAWS

CASCADIA FIBER NETWORKS, INC.

CERTIFICATION OF ADOPTION

CASCADIA FIBER NETWORKS, INC.

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