AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
CASCADIA FIBER NETWORKS, INC.
(a Delaware corporation)
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CASCADIA FIBER NETWORKS, INC.
Cascadia Fiber Networks, Inc. (the "Corporation") is a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "DGCL").
The Corporation was originally incorporated under the name "Cascadia Fiber Networks, Inc." and a Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on September 14, 2011 (the "Original Certificate"). The Corporation's Delaware File Number is 5197843.
This Amended and Restated Certificate of Incorporation (this "Amended and Restated Certificate") was duly adopted in accordance with the provisions of Sections 242, 245, and 251 of the DGCL. This Amended and Restated Certificate is being filed in connection with, and shall become effective upon, the effectiveness of the merger (the "Merger") of NTP Acquisition Sub, Inc., a Delaware corporation (Delaware File No. 7301524) ("Merger Sub"), with and into the Corporation, pursuant to that certain Agreement and Plan of Merger, dated as of April 7, 2025 (the "Merger Agreement"), by and among Northgate Telecommunications PLC, a public limited company organized under the laws of England and Wales ("Parent"), NTP Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent, and the Corporation. The Corporation is the surviving corporation of the Merger.
This Amended and Restated Certificate restates and integrates and further amends the Certificate of Incorporation of the Corporation, as heretofore amended and supplemented, to read in its entirety as set forth below:
ARTICLE I
NAME
The name of the corporation is Cascadia Fiber Networks, Inc.
ARTICLE II
REGISTERED OFFICE AND REGISTERED AGENT
The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of the registered agent of the Corporation at such address is Corporation Trust Associates. The Corporation may, from time to time, change its registered agent and registered office in the State of Delaware in the manner provided by the DGCL.
ARTICLE III
PURPOSE
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL, as the same exists or may hereafter be amended. Without limiting the generality of the foregoing, the Corporation may, among other things, own, operate, maintain, construct, develop, manage, lease, license, and otherwise exploit fiber-optic network infrastructure, including lit and dark fiber facilities, wavelength provisioning services, data center interconnection services, telecommunications transport, and all activities and services related or ancillary thereto.
ARTICLE IV
CAPITALIZATION
Section 4.1 *Authorized Capital Stock. The total number of shares of all classes of capital stock that the Corporation shall have authority to issue is one thousand (1,000) shares of common stock, par value $0.01 per share (the "Common Stock*"). The Common Stock shall constitute the only class of capital stock of the Corporation. No shares of preferred stock are authorized for issuance. The foregoing authorized capital stock replaces, in its entirety, the prior capitalization structure of the Corporation as set forth in the Original Certificate, as previously amended and supplemented, which had authorized multiple classes and series of capital stock supporting an aggregate of 47,500,000 fully diluted shares. All previously outstanding shares of capital stock of the Corporation, including all shares of common stock and preferred stock of any series, were cancelled, converted, or otherwise disposed of in accordance with the terms and conditions of the Merger Agreement, and no such shares remain issued and outstanding as of the effective time of the Merger.
Section 4.2 *Sole Stockholder. As of the effective time of the Merger and immediately following the consummation thereof, all issued and outstanding shares of Common Stock of the Corporation are held by Northgate Telecommunications PLC, a public limited company organized under the laws of England and Wales (company number 04821937), as the sole stockholder of the Corporation (the "Sole Stockholder*"). The Corporation acknowledges and confirms that, as of the effective time of the Merger, the Sole Stockholder is the record and beneficial owner of all of the issued and outstanding shares of Common Stock of the Corporation.
Section 4.3 *Rights of Common Stock.*
(a) Voting Rights. Each holder of record of shares of Common Stock shall be entitled to one (1) vote for each share of Common Stock held of record by such holder on all matters properly submitted to a vote of the stockholders of the Corporation, including the election and removal of directors. Except as otherwise required by the DGCL or by this Amended and Restated Certificate, the holders of Common Stock shall vote together as a single class on all matters submitted to a vote of stockholders.
(b) Dividends. Subject to applicable law and the rights, if any, of holders of any outstanding series of preferred stock (of which none are currently authorized), dividends and other distributions may be declared and paid on the Common Stock from time to time as and when determined by the Board of Directors of the Corporation (the "Board of Directors") out of funds of the Corporation lawfully available therefor, in such amounts, at such times, and in such manner as the Board of Directors shall determine in its sole discretion.
(c) Liquidation Rights. Upon any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation, after the payment or provision for payment of all debts and obligations of the Corporation and all preferential amounts, if any, to which the holders of any then-outstanding preferred stock may be entitled, the holders of all then-outstanding shares of Common Stock shall be entitled to receive the remaining assets of the Corporation available for distribution, ratably in proportion to the number of shares of Common Stock held by each such holder.
(d) No Preemptive Rights. No holder of shares of Common Stock shall be entitled, as a matter of right, to subscribe for, purchase, or receive any part of any new or additional issue of stock of any class or series, whether now or hereafter authorized, or of bonds, debentures, or other securities convertible into or exchangeable for stock, but all such additional shares of stock of any class or series, or bonds, debentures, or other securities convertible into or exchangeable for stock, may be issued and disposed of by the Board of Directors on such terms and for such consideration, so far as may be permitted by law, and to such persons, as the Board of Directors in its absolute discretion may deem advisable.
ARTICLE V
BOARD OF DIRECTORS
Section 5.1 *Management by Board of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon the Board of Directors by statute or by this Amended and Restated Certificate or by the Bylaws of the Corporation (the "Bylaws*"), the Board of Directors is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Amended and Restated Certificate, and the Bylaws.
Section 5.2 *Number of Directors.* The number of directors constituting the entire Board of Directors shall be fixed from time to time exclusively by resolution duly adopted by the Board of Directors or by the Sole Stockholder, and such number may be increased or decreased from time to time in such manner; provided, however, that in no event shall the number of directors be fewer than one (1) or such greater number as may be required by the DGCL. The initial number of directors of the Corporation, effective as of the effective time of the Merger, shall be one (1). The initial director of the Corporation, effective as of the effective time of the Merger, shall be Liam Sutherland, who serves as Vice President, Corporate Development of Northgate Telecommunications PLC.
Section 5.3 *Election, Removal, and Vacancies.*
(a) Election. Directors of the Corporation shall be elected by the Sole Stockholder or, in the absence of stockholder action, may be elected by the Board of Directors in the manner provided by the DGCL. Each director so elected shall hold office until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, disqualification, or removal.
(b) Removal. Any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, by the affirmative action of the Sole Stockholder. Any director may also be removed for cause by the affirmative vote of a majority of the remaining directors then in office, if any, subject to any applicable provisions of the DGCL.
(c) Vacancies. Any newly created directorship resulting from an increase in the authorized number of directors, and any vacancy occurring on the Board of Directors resulting from death, resignation, disqualification, removal, or any other cause, may be filled by the Sole Stockholder or by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum, or by the sole remaining director. A director elected to fill a vacancy shall hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification, or removal.
Section 5.4 *No Classified Board.* The Board of Directors shall not be divided into classes. All directors shall serve for annual terms commencing upon election and expiring at the next annual meeting of stockholders or upon the earliest of such director's death, resignation, disqualification, or removal. Notwithstanding the foregoing, where the Sole Stockholder is the sole holder of all outstanding shares of Common Stock, the annual meeting of stockholders may be dispensed with and directors may serve until their successors are duly elected and qualified or until their earlier death, resignation, disqualification, or removal, as contemplated by Article X hereof.
ARTICLE VI
BYLAWS
In furtherance and not in limitation of the powers conferred by the DGCL, the Board of Directors is expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation. The Sole Stockholder shall also have the power to adopt, amend, alter, or repeal the Bylaws of the Corporation. The fact that the power to adopt, amend, alter, or repeal the Bylaws has been conferred upon the Board of Directors shall not divest the Sole Stockholder of the same power, nor limit or restrict the exercise of that power by the Sole Stockholder.
ARTICLE VII
LIMITATION OF DIRECTOR LIABILITY
To the fullest extent permitted by the DGCL as it now exists or as it may hereafter be amended (including, without limitation, Section 102(b)(7) of the DGCL), no director of the Corporation shall be personally liable to the Corporation or to its stockholder for monetary damages for breach of fiduciary duty as a director. Without limiting the generality of the foregoing, to the extent that the DGCL is amended after the date of the effectiveness of this Amended and Restated Certificate to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended, without any requirement of further action by the stockholders or directors of the Corporation.
No amendment to, modification of, or repeal of this Article VII shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to the effective date of such amendment, modification, or repeal. Any repeal or modification of this Article VII by the stockholders of the Corporation shall not adversely affect any right or protection existing at the time of such repeal or modification with respect to any acts or omissions occurring before such repeal or modification of a person serving as a director at the time of such repeal or modification.
ARTICLE VIII
INDEMNIFICATION
Section 8.1 *Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an "Indemnified Person") who was or is made, or is threatened to be made, a party to, or is otherwise involved in, 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, or a person for whom such person is the legal representative, is or was a director or officer of the Corporation or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, limited liability company, partnership, joint venture, trust, nonprofit entity, or other enterprise (including service with respect to employee benefit plans), against all expenses (including attorneys' fees and disbursements), judgments, fines (including excise taxes assessed with respect to an employee benefit plan), penalties, and amounts paid in settlement actually and reasonably incurred by such Indemnified Person in connection with such Proceeding. Notwithstanding the foregoing, except as otherwise provided in this Article VIII, the Corporation shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized by the Board of Directors.
Section 8.2 *Advancement of Expenses. The Corporation shall, to the fullest extent permitted by applicable law, pay the expenses (including attorneys' fees and disbursements) incurred by an Indemnified Person in defending or otherwise participating in any Proceeding in advance of its final disposition (hereinafter, an "Advancement of Expenses"); provided, however, that any such Advancement of Expenses shall be made only upon delivery to the Corporation of an undertaking (hereinafter, an "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 to appeal that such Indemnified Person is not entitled to be indemnified for such expenses under this Article VIII or otherwise. The rights conferred in this Section 8.2 shall not require any preliminary determination by the Corporation (whether by the Board of Directors, the Sole Stockholder, independent legal counsel, or otherwise) that the Indemnified Person has met any applicable standard of conduct.
Section 8.3 *Non-Exclusivity.* The rights to indemnification and Advancement of Expenses conferred by this Article VIII shall not be exclusive of any other right that any Indemnified Person may have or hereafter acquire under any statute, any other provision of this Amended and Restated Certificate, the Bylaws, any agreement (including the Merger Agreement), any vote of stockholders or disinterested directors, or otherwise. Nothing contained in this Article VIII shall limit the ability of the Corporation, in its discretion, to indemnify or advance expenses to persons whom the Corporation is not obligated to indemnify or advance expenses pursuant to this Article VIII, including any employee or agent of the Corporation or any director, officer, employee, or agent of any subsidiary of the Corporation, in each case to the fullest extent permitted by applicable law.
Section 8.4 *Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of the Corporation or of any other corporation, limited liability company, partnership, joint venture, trust, nonprofit entity, or other enterprise against any expense, liability, or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss under the DGCL. Without limiting the foregoing, the Corporation acknowledges that, in connection with the Merger, the Parent has arranged for directors' and officers' liability insurance tail coverage (the "D&O Tail Policy") underwritten by Pemberton D&O Assurance, Ltd. (and such other insurers as may provide excess coverage thereunder), with an aggregate policy limit of $25,000,000.00 and a tail period of six (6) years commencing on the effective time of the Merger (the "Tail Period"), for the benefit of individuals who served as directors and/or officers of the Corporation prior to the effective time of the Merger (the "Pre-Closing Indemnified Persons*"). The Corporation shall not, and the Sole Stockholder shall cause the Corporation not to, take any action to cancel, reduce coverage under, or otherwise impair the D&O Tail Policy during the Tail Period without the prior written consent of the Pre-Closing Indemnified Persons or their designated representative.
Section 8.5 *Survival.* The rights to indemnification and Advancement of Expenses provided by, or granted pursuant to, this Article VIII shall continue as to an Indemnified Person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of the heirs, executors, administrators, and legal representatives of such Indemnified Person. No amendment to, modification of, or repeal of this Article VIII shall adversely affect any right or protection hereunder of any Indemnified Person in respect of any act or omission occurring prior to the time of such amendment, modification, or repeal.
ARTICLE IX
AMENDMENTS
The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. Notwithstanding the foregoing, the provisions set forth in Article VII and Article VIII of this Amended and Restated Certificate shall not be amended in any manner that would adversely affect the rights of any Indemnified Person thereunder with respect to acts or omissions occurring, in whole or in part, prior to the date of such amendment, unless such amendment is required by applicable law.
ARTICLE X
STOCKHOLDER ACTION
Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation 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. For so long as the Corporation has a sole stockholder, such sole stockholder may act by written consent in accordance with and pursuant to Section 228 of the DGCL without any requirement that a meeting of stockholders be called or held. Written consents of the Sole Stockholder shall be filed with the minutes of proceedings of stockholders and shall be maintained in the records of the Corporation.
ARTICLE XI
BOOKS AND RECORDS
The Corporation may keep its books and records at such place or places, within or outside the State of Delaware, as may be designated from time to time by the Board of Directors or as the business of the Corporation may require. 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. The designation or change of the principal business office of the Corporation shall not require an amendment to this Amended and Restated Certificate.
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IN WITNESS WHEREOF, the undersigned, being a duly authorized officer of Cascadia Fiber Networks, Inc., as the surviving corporation in the Merger, has executed this Amended and Restated Certificate of Incorporation as of this _ day of ___, 2025.
CASCADIA FIBER NETWORKS, INC. (as the surviving corporation in the Merger)
By: ________
Name: Derek Holmgren
Title: Chief Executive Officer
or, alternatively:
CASCADIA FIBER NETWORKS, INC. (as the surviving corporation in the Merger)
By: ________
Name: Liam Sutherland
Title: Sole Director
FILING INFORMATION
Filed with the Secretary of State of the State of Delaware.
Delaware File Number: 5197843
This Amended and Restated Certificate of Incorporation shall become effective upon filing with the Secretary of State of the State of Delaware, or, if the Certificate of Merger relating to the Merger of NTP Acquisition Sub, Inc. (Delaware File No. 7301524) with and into Cascadia Fiber Networks, Inc. (Delaware File No. 5197843) specifies a later effective time, then this Amended and Restated Certificate of Incorporation shall become effective upon the effective time of the Merger as specified in the Certificate of Merger.