CERTIFICATION OF NON-FOREIGN STATUS

Pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, and Treasury Regulations Section 1.1445-2(c)(3)

Delivered in connection with the Agreement and Plan of Merger, dated as of [●], 2025 (the "Merger Agreement"), 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 ("Merger Sub"), and Cascadia Fiber Networks, Inc., a Delaware corporation (the "Company")

Section 1 — Recitals

WHEREAS, Parent, Merger Sub, and the Company have entered into the Merger Agreement, dated as of [●], 2025, pursuant to which, among other things, the Merger Agreement provides for the merger (the "Merger") of Merger Sub with and into the Company in accordance with the General Corporation Law of the State of Delaware, Title 8, Section 251 et seq. (the "DGCL"), with the Company continuing as the surviving corporation of the Merger and becoming a direct, wholly owned subsidiary of Parent;

WHEREAS, in connection with the consummation of the Merger, each share of common stock, par value $0.001 per share, of the Company issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) (other than shares held in the treasury of the Company, shares owned by Parent, Merger Sub, or any direct or indirect wholly owned subsidiary of Parent, and Dissenting Shares (as defined in the Merger Agreement)) will be cancelled and converted into the right to receive the Merger Consideration (as defined in the Merger Agreement);

WHEREAS, Section 7.2(e) of the Merger Agreement requires, as a condition to the obligations of Parent and Merger Sub to consummate the Merger, the delivery by the Company at the Closing (as defined in the Merger Agreement) of a certificate, duly executed by a responsible officer of the Company, certifying that the Company is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder (the "Treasury Regulations"), in form and substance reasonably satisfactory to Parent; and

WHEREAS, this certification is delivered to inform Parent and Merger Sub, as transferees, that withholding of tax under Section 1445 of the Code is not required with respect to the disposition of a United States real property interest (if any) by the Company in connection with the transactions contemplated by the Merger Agreement.

NOW, THEREFORE, the undersigned hereby certifies as follows:

Section 2 — Certification of Non-Foreign Status

The undersigned, Tobias Engel, in his capacity as Chief Financial Officer of Cascadia Fiber Networks, Inc., hereby certifies on behalf of the Company, under penalties of perjury, as follows:

1. Entity Name. The transferor of the property is Cascadia Fiber Networks, Inc., a Delaware corporation. The Company is the entity whose interests are being transferred, directly or indirectly, in connection with the transactions contemplated by the Merger Agreement.

2. Entity Description. Cascadia Fiber Networks, Inc. is a corporation duly organized and validly existing under the laws of the State of Delaware. The Company was incorporated under the DGCL and has not been dissolved, merged out of existence, or otherwise terminated as of the date hereof. The Company has maintained its status as a domestic corporation in good standing since its date of incorporation and has at all times been treated as a corporation for U.S. federal income tax purposes.

3. Address. The office address and principal place of business of the Company is:

Cascadia Fiber Networks, Inc. 2750 NW Thurman Street, Suite 400 Portland, Oregon 97210 United States of America

4. U.S. Taxpayer Identification Number (EIN). The U.S. employer identification number of the Company is 45-6128937. The Company has been assigned this employer identification number by the Internal Revenue Service and such number has not been revoked, suspended, or otherwise rendered invalid.

5. Non-Foreign Person Status. The Company is not a foreign corporation, foreign partnership, foreign trust, foreign estate, or foreign person, as those terms are defined in Sections 7701(a)(5) and 7701(a)(31) of the Code and the Treasury Regulations promulgated thereunder. The Company is not a disregarded entity as defined in Treasury Regulations Section 1.1445-2(b)(2)(iii). The Company has not at any time elected to be treated as other than a domestic corporation for U.S. federal income tax purposes, and no such election or classification has been made or applied with respect to the Company by the Internal Revenue Service.

6. Domestic Corporation Confirmation. The Company is a "United States person" within the meaning of Section 7701(a)(30) of the Code. As a corporation organized under the laws of the State of Delaware, the Company is treated as a domestic corporation for all purposes of the Code and is therefore not subject to withholding under Section 1445(a) of the Code in its capacity as a transferor.

Section 3 — Statutory Basis and Regulatory References

This certificate is made pursuant to Section 1445(b)(2) of the Code, which provides that no withholding is required under Section 1445(a) of the Code if the transferor furnishes to the transferee an affidavit, signed under penalties of perjury, stating the transferor's name, the transferor's U.S. taxpayer identification number, and that the transferor is not a foreign person. Section 1445(a) of the Code generally requires that a transferee of a United States real property interest must deduct and withhold a tax equal to fifteen percent (15%) of the amount realized on the disposition; however, such withholding obligation does not apply where the transferor provides a qualifying certification of non-foreign status in accordance with Section 1445(b)(2) of the Code and the applicable Treasury Regulations.

This certificate further complies with the requirements set forth in Treasury Regulations Section 1.1445-2(c)(3), which provides the form and content requirements for a certification of non-foreign status delivered by an entity transferor in connection with the disposition of a United States real property interest. Specifically, Treasury Regulations Section 1.1445-2(c)(3) requires that such a certification include (i) the name of the entity transferor, (ii) a statement that the entity is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Code), (iii) the entity's office address and U.S. taxpayer identification number (employer identification number), and (iv) a statement that the affiant is making the certification under penalties of perjury.

Parent and Merger Sub, as transferees in the transactions contemplated by the Merger Agreement, are entitled to rely on this certification in accordance with Section 1445(b)(2) of the Code and Treasury Regulations Section 1.1445-2(b)(2). So long as Parent and Merger Sub do not have actual knowledge, or receive a notice from a transferor's or transferee's agent, that this certificate is false, Parent and Merger Sub are relieved from any obligation to withhold tax under Section 1445 of the Code with respect to the transactions contemplated by the Merger Agreement. The provision of this certificate to Parent and Merger Sub satisfies the requirements for exemption from withholding under Section 1445 of the Code and constitutes full compliance with the closing deliverable obligation set forth in Section 7.2(e) of the Merger Agreement.

Section 4 — Authorization and Reliance

The undersigned hereby represents and warrants that he has full power, authority, and legal capacity to execute and deliver this certificate on behalf of Cascadia Fiber Networks, Inc. in his capacity as Chief Financial Officer of the Company. The execution and delivery of this certificate has been duly authorized by all necessary corporate action on the part of the Company, and no further approvals, consents, or authorizations are required in connection herewith.

The Company acknowledges and understands that this certificate may be disclosed to the Internal Revenue Service by Parent, Merger Sub, or any agent or representative thereof, and that the Internal Revenue Service may review, audit, or otherwise examine the statements contained herein in connection with any review of the transactions contemplated by the Merger Agreement or any return filed in connection therewith.

The Company further acknowledges and understands that any false statement contained in this certificate could be punished by fine, imprisonment, or both, under the applicable provisions of the Code and Title 18 of the United States Code, including, without limitation, Section 7206 of the Code (relating to fraud and false statements) and 18 U.S.C. § 1001 (relating to statements or entries generally).

The Company hereby authorizes Parent, Merger Sub, and their respective agents and representatives to provide a copy of this certificate to the Internal Revenue Service, if so requested by the Internal Revenue Service, and to retain a copy of this certificate for a period of not fewer than five (5) years following the date of the Closing under the Merger Agreement, in accordance with the record retention requirements set forth in Treasury Regulations Section 1.1445-2(b)(3).

Section 5 — Declaration Under Penalties of Perjury

Under penalties of perjury, I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and complete. I further declare that I have the authority to sign this certification on behalf of Cascadia Fiber Networks, Inc., and that all information provided herein, including the Company's name, address, and U.S. employer identification number, is accurate as of the date set forth below.

Section 6 — Execution

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

CASCADIA FIBER NETWORKS, INC.

By: ________

Name: Tobias Engel

Title: Chief Financial Officer

Date: [●], 2025

Section 7 — Notice Information

Copies of this Certification of Non-Foreign Status shall be delivered to the following parties:

To Parent:

Northgate Telecommunications PLC 14 Broadwick Place London W1F 8HN United Kingdom

Attention: Philippa Ashworth, General Counsel

To Counsel for Parent:

Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, New York 10022

Attention: Oliver Mackenzie

To Counsel for the Company:

Whitmore, Kessler & Braun LLP 1120 SW Quelston Street, Suite 800 Portland, Oregon 97205

Attention: Jonathan Kessler

This Certification of Non-Foreign Status is delivered solely in connection with the Merger Agreement and the transactions contemplated thereby and may not be relied upon for any other purpose. This certificate does not constitute a representation or warranty regarding the Company's ownership or non-ownership of United States real property interests, except to the extent expressly set forth herein with respect to the Company's non-foreign status. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

CERTIFICATION OF NON-FOREIGN STATUS
Pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, and Treasury Regulations Section 1.1445-2(c)(3)
Delivered in connection with the Agreement and Plan of Merger, dated as of [●], 2025 (the "Merger Agreement"), 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 ("Merger Sub"), and Cascadia Fiber Networks, Inc., a Delaware corporation (the "Company")
Section 1 — Recitals
WHEREAS, Parent, Merger Sub, and the Company have entered into the Merger Agreement, dated as of [●], 2025, pursuant to which, among other things, the Merger Agreement provides for the merger (the "Merger") of Merger Sub with and into the Company in accordance with the General Corporation Law of the State of Delaware, Title 8, Section 251 et seq. (the "DGCL"), with the Company continuing as the surviving corporation of the Merger and becoming a direct, wholly owned subsidiary of Parent;
WHEREAS, in connection with the consummation of the Merger, each share of common stock, par value $0.001 per share, of the Company issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) (other than shares held in the treasury of the Company, shares owned by Parent, Merger Sub, or any direct or indirect wholly owned subsidiary of Parent, and Dissenting Shares (as defined in the Merger Agreement)) will be cancelled and converted into the right to receive the Merger Consideration (as defined in the Merger Agreement);
WHEREAS, Section 7.2(e) of the Merger Agreement requires, as a condition to the obligations of Parent and Merger Sub to consummate the Merger, the delivery by the Company at the Closing (as defined in the Merger Agreement) of a certificate, duly executed by a responsible officer of the Company, certifying that the Company is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder (the "Treasury Regulations"), in form and substance reasonably satisfactory to Parent; and
WHEREAS, this certification is delivered to inform Parent and Merger Sub, as transferees, that withholding of tax under Section 1445 of the Code is not required with respect to the disposition of a United States real property interest (if any) by the Company in connection with the transactions contemplated by the Merger Agreement.
NOW, THEREFORE, the undersigned hereby certifies as follows:
Section 2 — Certification of Non-Foreign Status
The undersigned, Tobias Engel, in his capacity as Chief Financial Officer of Cascadia Fiber Networks, Inc., hereby certifies on behalf of the Company, under penalties of perjury, as follows:
1.  Entity Name. The transferor of the property is Cascadia Fiber Networks, Inc., a Delaware corporation. The Company is the entity whose interests are being transferred, directly or indirectly, in connection with the transactions contemplated by the Merger Agreement.
2.  Entity Description. Cascadia Fiber Networks, Inc. is a corporation duly organized and validly existing under the laws of the State of Delaware. The Company was incorporated under the DGCL and has not been dissolved, merged out of existence, or otherwise terminated as of the date hereof. The Company has maintained its status as a domestic corporation in good standing since its date of incorporation and has at all times been treated as a corporation for U.S. federal income tax purposes.
3.  Address. The office address and principal place of business of the Company is:
Cascadia Fiber Networks, Inc. 2750 NW Thurman Street, Suite 400 Portland, Oregon 97210 United States of America
4.  U.S. Taxpayer Identification Number (EIN). The U.S. employer identification number of the Company is 45-6128937. The Company has been assigned this employer identification number by the Internal Revenue Service and such number has not been revoked, suspended, or otherwise rendered invalid.
5.  Non-Foreign Person Status. The Company is not a foreign corporation, foreign partnership, foreign trust, foreign estate, or foreign person, as those terms are defined in Sections 7701(a)(5) and 7701(a)(31) of the Code and the Treasury Regulations promulgated thereunder. The Company is not a disregarded entity as defined in Treasury Regulations Section 1.1445-2(b)(2)(iii). The Company has not at any time elected to be treated as other than a domestic corporation for U.S. federal income tax purposes, and no such election or classification has been made or applied with respect to the Company by the Internal Revenue Service.
6.  Domestic Corporation Confirmation. The Company is a "United States person" within the meaning of Section 7701(a)(30) of the Code. As a corporation organized under the laws of the State of Delaware, the Company is treated as a domestic corporation for all purposes of the Code and is therefore not subject to withholding under Section 1445(a) of the Code in its capacity as a transferor.
Section 3 — Statutory Basis and Regulatory References
This certificate is made pursuant to Section 1445(b)(2) of the Code, which provides that no withholding is required under Section 1445(a) of the Code if the transferor furnishes to the transferee an affidavit, signed under penalties of perjury, stating the transferor's name, the transferor's U.S. taxpayer identification number, and that the transferor is not a foreign person. Section 1445(a) of the Code generally requires that a transferee of a United States real property interest must deduct and withhold a tax equal to fifteen percent (15%) of the amount realized on the disposition; however, such withholding obligation does not apply where the transferor provides a qualifying certification of non-foreign status in accordance with Section 1445(b)(2) of the Code and the applicable Treasury Regulations.
This certificate further complies with the requirements set forth in Treasury Regulations Section 1.1445-2(c)(3), which provides the form and content requirements for a certification of non-foreign status delivered by an entity transferor in connection with the disposition of a United States real property interest. Specifically, Treasury Regulations Section 1.1445-2(c)(3) requires that such a certification include (i) the name of the entity transferor, (ii) a statement that the entity is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Code), (iii) the entity's office address and U.S. taxpayer identification number (employer identification number), and (iv) a statement that the affiant is making the certification under penalties of perjury.
Parent and Merger Sub, as transferees in the transactions contemplated by the Merger Agreement, are entitled to rely on this certification in accordance with Section 1445(b)(2) of the Code and Treasury Regulations Section 1.1445-2(b)(2). So long as Parent and Merger Sub do not have actual knowledge, or receive a notice from a transferor's or transferee's agent, that this certificate is false, Parent and Merger Sub are relieved from any obligation to withhold tax under Section 1445 of the Code with respect to the transactions contemplated by the Merger Agreement. The provision of this certificate to Parent and Merger Sub satisfies the requirements for exemption from withholding under Section 1445 of the Code and constitutes full compliance with the closing deliverable obligation set forth in Section 7.2(e) of the Merger Agreement.
Section 4 — Authorization and Reliance
The undersigned hereby represents and warrants that he has full power, authority, and legal capacity to execute and deliver this certificate on behalf of Cascadia Fiber Networks, Inc. in his capacity as Chief Financial Officer of the Company. The execution and delivery of this certificate has been duly authorized by all necessary corporate action on the part of the Company, and no further approvals, consents, or authorizations are required in connection herewith.
The Company acknowledges and understands that this certificate may be disclosed to the Internal Revenue Service by Parent, Merger Sub, or any agent or representative thereof, and that the Internal Revenue Service may review, audit, or otherwise examine the statements contained herein in connection with any review of the transactions contemplated by the Merger Agreement or any return filed in connection therewith.
The Company further acknowledges and understands that any false statement contained in this certificate could be punished by fine, imprisonment, or both, under the applicable provisions of the Code and Title 18 of the United States Code, including, without limitation, Section 7206 of the Code (relating to fraud and false statements) and 18 U.S.C. § 1001 (relating to statements or entries generally).
The Company hereby authorizes Parent, Merger Sub, and their respective agents and representatives to provide a copy of this certificate to the Internal Revenue Service, if so requested by the Internal Revenue Service, and to retain a copy of this certificate for a period of not fewer than five (5) years following the date of the Closing under the Merger Agreement, in accordance with the record retention requirements set forth in Treasury Regulations Section 1.1445-2(b)(3).
Section 5 — Declaration Under Penalties of Perjury
Under penalties of perjury, I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and complete. I further declare that I have the authority to sign this certification on behalf of Cascadia Fiber Networks, Inc., and that all information provided herein, including the Company's name, address, and U.S. employer identification number, is accurate as of the date set forth below.
Section 6 — Execution
IN WITNESS WHEREOF, the undersigned has executed this Certification of Non-Foreign Status as of the date set forth below.
CASCADIA FIBER NETWORKS, INC.
By: ________
Name: Tobias Engel
Title: Chief Financial Officer
Date: [●], 2025
Section 7 — Notice Information
Copies of this Certification of Non-Foreign Status shall be delivered to the following parties:
To Parent:
Northgate Telecommunications PLC 14 Broadwick Place London W1F 8HN United Kingdom
Attention: Philippa Ashworth, General Counsel
To Counsel for Parent:
Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, New York 10022
Attention: Oliver Mackenzie
To Counsel for the Company:
Whitmore, Kessler & Braun LLP 1120 SW Quelston Street, Suite 800 Portland, Oregon 97205
Attention: Jonathan Kessler
This Certification of Non-Foreign Status is delivered solely in connection with the Merger Agreement and the transactions contemplated thereby and may not be relied upon for any other purpose. This certificate does not constitute a representation or warranty regarding the Company's ownership or non-ownership of United States real property interests, except to the extent expressly set forth herein with respect to the Company's non-foreign status. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

CERTIFICATION OF NON-FOREIGN STATUS

CASCADIA FIBER NETWORKS, INC.

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