STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE

DIVISION OF CORPORATIONS

CERTIFICATE OF MERGER

Merging

NTP Acquisition Sub, Inc. (a Delaware corporation)

with and into

Cascadia Fiber Networks, Inc. (a Delaware corporation)

Pursuant to Section 251 of the General Corporation Law of the State of Delaware

Cascadia Fiber Networks, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Surviving Corporation"), does hereby certify as follows in connection with the merger (the "Merger") of NTP Acquisition Sub, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Merging Corporation"), with and into the Surviving Corporation:

FIRST: Constituent Corporations. The names of the constituent corporations party to the Agreement and Plan of Merger described herein (each, a "Constituent Corporation" and, collectively, the "Constituent Corporations") are as follows:

(a) NTP Acquisition Sub, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Merging Corporation"). The Merging Corporation was incorporated in the State of Delaware on February 21, 2025, and has been assigned Delaware File Number 7301524. The jurisdiction of incorporation of the Merging Corporation is the State of Delaware.

(b) Cascadia Fiber Networks, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Surviving Corporation"). The Surviving Corporation was incorporated in the State of Delaware in 2011, and has been assigned Delaware File Number 5197843. The jurisdiction of incorporation of the Surviving Corporation is the State of Delaware.

SECOND: Agreement and Plan of Merger. An 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 a wholly owned subsidiary of Parent (the "Merging Corporation"), and Cascadia Fiber Networks, Inc., a Delaware corporation (the "Surviving Corporation"), setting forth the terms and conditions of the merger of the Merging Corporation with and into the Surviving Corporation (the "Merger"), has been approved, adopted, certified, executed, and acknowledged by each of the Constituent Corporations in accordance with the provisions of Section 251 of the General Corporation Law of the State of Delaware (the "DGCL").

THIRD: Name of Surviving Corporation. The name of the surviving corporation of the Merger is Cascadia Fiber Networks, Inc. Pursuant to the Merger Agreement, the Merging Corporation (NTP Acquisition Sub, Inc.) shall be merged with and into the Surviving Corporation (Cascadia Fiber Networks, Inc.), and the separate corporate existence of the Merging Corporation shall thereupon cease. The Surviving Corporation shall continue its existence as a corporation organized under the laws of the State of Delaware and shall succeed to and assume all of the rights, privileges, powers, franchises, properties, and obligations of the Merging Corporation in accordance with the DGCL.

FOURTH: Certificate of Incorporation of the Surviving Corporation. The certificate of incorporation of the Surviving Corporation, as in effect immediately prior to the effective time of the Merger (the "Effective Time"), shall be amended and restated in its entirety as of the Effective Time so as to read in the form attached hereto as Exhibit A, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation (the "Amended and Restated Certificate of Incorporation"), until thereafter amended in accordance with the provisions thereof and applicable law, including the DGCL. The Amended and Restated Certificate of Incorporation attached hereto as Exhibit A is in the form agreed upon by the parties to the Merger Agreement.

FIFTH: Manner of Adoption and Authorization.

(A) NTP Acquisition Sub, Inc. (the Merging Corporation). The board of directors of NTP Acquisition Sub, Inc. duly adopted resolutions (i) approving the Merger Agreement and the transactions contemplated thereby, including the Merger, (ii) declaring the Merger and the other transactions contemplated by the Merger Agreement to be advisable and in the best interests of NTP Acquisition Sub, Inc. and its sole stockholder, and (iii) recommending that the sole stockholder of NTP Acquisition Sub, Inc. adopt the Merger Agreement. The sole director of NTP Acquisition Sub, Inc. as of the date of adoption of such resolutions was Liam Sutherland.

Following the adoption of such resolutions by the board of directors, the Merger Agreement was duly adopted by the written consent of Northgate Telecommunications PLC, as the sole stockholder of NTP Acquisition Sub, Inc. and the holder of 100 shares of common stock, par value $0.01 per share, constituting all of the issued and outstanding shares of capital stock of the Merging Corporation entitled to vote on the adoption of the Merger Agreement, in accordance with Sections 228 and 251 of the DGCL. No vote or consent of the holders of any other class or series of capital stock of the Merging Corporation was required to adopt the Merger Agreement or to approve the Merger or any of the other transactions contemplated by the Merger Agreement.

(B) Cascadia Fiber Networks, Inc. (the Surviving Corporation). The board of directors of Cascadia Fiber Networks, Inc. duly adopted resolutions (i) determining that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of Cascadia Fiber Networks, Inc. and its stockholders, (ii) approving the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iii) directing that the Merger Agreement be submitted to the stockholders of Cascadia Fiber Networks, Inc. for adoption and recommending that the stockholders of Cascadia Fiber Networks, Inc. adopt the Merger Agreement.

Thereafter, the Merger Agreement was duly submitted to the stockholders of Cascadia Fiber Networks, Inc. for adoption at a special meeting of stockholders duly called and held in accordance with the DGCL and the certificate of incorporation and bylaws of Cascadia Fiber Networks, Inc., at which meeting the Merger Agreement was duly adopted by the affirmative vote of the holders of a majority of the outstanding shares of stock of Cascadia Fiber Networks, Inc. entitled to vote thereon, in accordance with Section 251(c) of the DGCL. The stockholder vote required for the adoption of the Merger Agreement and the approval of the Merger was the affirmative vote of the holders of a majority of the outstanding shares of common stock of Cascadia Fiber Networks, Inc. entitled to vote thereon, and such vote was duly obtained.

SIXTH: Effective Time. This Certificate of Merger shall become effective at 11:59 p.m., Eastern Time, on the date of filing of this Certificate of Merger with the Secretary of State of the State of Delaware (such date and time, the "Effective Time"), or at such later date and time as may be specified by the Surviving Corporation in accordance with Section 103(d) of the DGCL (being a date and time not later than a time on the ninetieth (90th) day after the date of filing of this Certificate of Merger with the Secretary of State of the State of Delaware). At the Effective Time, the Merging Corporation shall be merged with and into the Surviving Corporation, and the separate corporate existence of the Merging Corporation shall cease, all in accordance with the Merger Agreement and the DGCL.

SEVENTH: Availability of Merger Agreement. The executed Merger Agreement is on file at the principal office of the Surviving Corporation located at 2750 NW Thurman Street, Suite 400, Portland, OR 97210. A copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any Constituent Corporation.

EIGHTH: Registered Agent of Surviving Corporation. The name and address of the registered agent of the Surviving Corporation in the State of Delaware are as follows:

Corporation Trust Associates 1209 Orange Street Wilmington, Delaware 19801

IN WITNESS WHEREOF, the Surviving Corporation has caused this Certificate of Merger to be executed by its duly authorized officer as of this _ day of ___, 2025.

CASCADIA FIBER NETWORKS, INC. (as the Surviving Corporation)

By: ________

Name: Derek Holmgren

Title: Chief Executive Officer

EXHIBIT A

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CASCADIA FIBER NETWORKS, INC.

(Effective as of the Effective Time of the Merger)

[Attached hereto — see separate document: Amended and Restated Certificate of Incorporation of Cascadia Fiber Networks, Inc.]

This Exhibit A sets forth the Amended and Restated Certificate of Incorporation of Cascadia Fiber Networks, Inc. (the "Surviving Corporation"), as amended and restated in its entirety effective as of the Effective Time of the Merger, in the form agreed upon by the parties to the Agreement and Plan of Merger, dated as of April 7, 2025, by and among Northgate Telecommunications PLC, NTP Acquisition Sub, Inc., and Cascadia Fiber Networks, Inc. The Amended and Restated Certificate of Incorporation of the Surviving Corporation, as set forth in this Exhibit A, shall be the certificate of incorporation of the Surviving Corporation from and after the Effective Time until thereafter amended in accordance with the provisions thereof and applicable provisions of the General Corporation Law of the State of Delaware.

CONFIDENTIAL — Prepared for filing with the Office of the Secretary of State, Division of Corporations, State of Delaware. This Certificate of Merger and the attached Exhibit A are subject to final review and authorization by counsel to the Surviving Corporation and Parent.

STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
DIVISION OF CORPORATIONS
CERTIFICATE OF MERGER
Merging
NTP Acquisition Sub, Inc. (a Delaware corporation)
with and into
Cascadia Fiber Networks, Inc. (a Delaware corporation)
Pursuant to Section 251 of the General Corporation Law of the State of Delaware
Cascadia Fiber Networks, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Surviving Corporation"), does hereby certify as follows in connection with the merger (the "Merger") of NTP Acquisition Sub, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Merging Corporation"), with and into the Surviving Corporation:
FIRST: Constituent Corporations. The names of the constituent corporations party to the Agreement and Plan of Merger described herein (each, a "Constituent Corporation" and, collectively, the "Constituent Corporations") are as follows:
(a) NTP Acquisition Sub, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Merging Corporation"). The Merging Corporation was incorporated in the State of Delaware on February 21, 2025, and has been assigned Delaware File Number 7301524. The jurisdiction of incorporation of the Merging Corporation is the State of Delaware.
(b) Cascadia Fiber Networks, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Surviving Corporation"). The Surviving Corporation was incorporated in the State of Delaware in 2011, and has been assigned Delaware File Number 5197843. The jurisdiction of incorporation of the Surviving Corporation is the State of Delaware.
SECOND: Agreement and Plan of Merger. An 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 a wholly owned subsidiary of Parent (the "Merging Corporation"), and Cascadia Fiber Networks, Inc., a Delaware corporation (the "Surviving Corporation"), setting forth the terms and conditions of the merger of the Merging Corporation with and into the Surviving Corporation (the "Merger"), has been approved, adopted, certified, executed, and acknowledged by each of the Constituent Corporations in accordance with the provisions of Section 251 of the General Corporation Law of the State of Delaware (the "DGCL").
THIRD: Name of Surviving Corporation. The name of the surviving corporation of the Merger is Cascadia Fiber Networks, Inc. Pursuant to the Merger Agreement, the Merging Corporation (NTP Acquisition Sub, Inc.) shall be merged with and into the Surviving Corporation (Cascadia Fiber Networks, Inc.), and the separate corporate existence of the Merging Corporation shall thereupon cease. The Surviving Corporation shall continue its existence as a corporation organized under the laws of the State of Delaware and shall succeed to and assume all of the rights, privileges, powers, franchises, properties, and obligations of the Merging Corporation in accordance with the DGCL.
FOURTH: Certificate of Incorporation of the Surviving Corporation. The certificate of incorporation of the Surviving Corporation, as in effect immediately prior to the effective time of the Merger (the "Effective Time"), shall be amended and restated in its entirety as of the Effective Time so as to read in the form attached hereto as Exhibit A, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation (the "Amended and Restated Certificate of Incorporation"), until thereafter amended in accordance with the provisions thereof and applicable law, including the DGCL. The Amended and Restated Certificate of Incorporation attached hereto as Exhibit A is in the form agreed upon by the parties to the Merger Agreement.
FIFTH: Manner of Adoption and Authorization.
(A) NTP Acquisition Sub, Inc. (the Merging Corporation). The board of directors of NTP Acquisition Sub, Inc. duly adopted resolutions (i) approving the Merger Agreement and the transactions contemplated thereby, including the Merger, (ii) declaring the Merger and the other transactions contemplated by the Merger Agreement to be advisable and in the best interests of NTP Acquisition Sub, Inc. and its sole stockholder, and (iii) recommending that the sole stockholder of NTP Acquisition Sub, Inc. adopt the Merger Agreement. The sole director of NTP Acquisition Sub, Inc. as of the date of adoption of such resolutions was Liam Sutherland.
Following the adoption of such resolutions by the board of directors, the Merger Agreement was duly adopted by the written consent of Northgate Telecommunications PLC, as the sole stockholder of NTP Acquisition Sub, Inc. and the holder of 100 shares of common stock, par value $0.01 per share, constituting all of the issued and outstanding shares of capital stock of the Merging Corporation entitled to vote on the adoption of the Merger Agreement, in accordance with Sections 228 and 251 of the DGCL. No vote or consent of the holders of any other class or series of capital stock of the Merging Corporation was required to adopt the Merger Agreement or to approve the Merger or any of the other transactions contemplated by the Merger Agreement.
(B) Cascadia Fiber Networks, Inc. (the Surviving Corporation). The board of directors of Cascadia Fiber Networks, Inc. duly adopted resolutions (i) determining that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of Cascadia Fiber Networks, Inc. and its stockholders, (ii) approving the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iii) directing that the Merger Agreement be submitted to the stockholders of Cascadia Fiber Networks, Inc. for adoption and recommending that the stockholders of Cascadia Fiber Networks, Inc. adopt the Merger Agreement.
Thereafter, the Merger Agreement was duly submitted to the stockholders of Cascadia Fiber Networks, Inc. for adoption at a special meeting of stockholders duly called and held in accordance with the DGCL and the certificate of incorporation and bylaws of Cascadia Fiber Networks, Inc., at which meeting the Merger Agreement was duly adopted by the affirmative vote of the holders of a majority of the outstanding shares of stock of Cascadia Fiber Networks, Inc. entitled to vote thereon, in accordance with Section 251(c) of the DGCL. The stockholder vote required for the adoption of the Merger Agreement and the approval of the Merger was the affirmative vote of the holders of a majority of the outstanding shares of common stock of Cascadia Fiber Networks, Inc. entitled to vote thereon, and such vote was duly obtained.
SIXTH: Effective Time. This Certificate of Merger shall become effective at 11:59 p.m., Eastern Time, on the date of filing of this Certificate of Merger with the Secretary of State of the State of Delaware (such date and time, the "Effective Time"), or at such later date and time as may be specified by the Surviving Corporation in accordance with Section 103(d) of the DGCL (being a date and time not later than a time on the ninetieth (90th) day after the date of filing of this Certificate of Merger with the Secretary of State of the State of Delaware). At the Effective Time, the Merging Corporation shall be merged with and into the Surviving Corporation, and the separate corporate existence of the Merging Corporation shall cease, all in accordance with the Merger Agreement and the DGCL.
SEVENTH: Availability of Merger Agreement. The executed Merger Agreement is on file at the principal office of the Surviving Corporation located at 2750 NW Thurman Street, Suite 400, Portland, OR 97210. A copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any Constituent Corporation.
EIGHTH: Registered Agent of Surviving Corporation. The name and address of the registered agent of the Surviving Corporation in the State of Delaware are as follows:
Corporation Trust Associates 1209 Orange Street Wilmington, Delaware 19801
IN WITNESS WHEREOF, the Surviving Corporation has caused this Certificate of Merger to be executed by its duly authorized officer as of this _ day of ___, 2025.
CASCADIA FIBER NETWORKS, INC. (as the Surviving Corporation)
By: ________
Name: Derek Holmgren
Title: Chief Executive Officer
EXHIBIT A
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CASCADIA FIBER NETWORKS, INC.
(Effective as of the Effective Time of the Merger)
[Attached hereto — see separate document: Amended and Restated Certificate of Incorporation of Cascadia Fiber Networks, Inc.]
This Exhibit A sets forth the Amended and Restated Certificate of Incorporation of Cascadia Fiber Networks, Inc. (the "Surviving Corporation"), as amended and restated in its entirety effective as of the Effective Time of the Merger, in the form agreed upon by the parties to the Agreement and Plan of Merger, dated as of April 7, 2025, by and among Northgate Telecommunications PLC, NTP Acquisition Sub, Inc., and Cascadia Fiber Networks, Inc. The Amended and Restated Certificate of Incorporation of the Surviving Corporation, as set forth in this Exhibit A, shall be the certificate of incorporation of the Surviving Corporation from and after the Effective Time until thereafter amended in accordance with the provisions thereof and applicable provisions of the General Corporation Law of the State of Delaware.
CONFIDENTIAL — Prepared for filing with the Office of the Secretary of State, Division of Corporations, State of Delaware. This Certificate of Merger and the attached Exhibit A are subject to final review and authorization by counsel to the Surviving Corporation and Parent.

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE

DIVISION OF CORPORATIONS

CERTIFICATE OF MERGER

EXHIBIT A

Record

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Dates

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