1022-00006 · Northgate Telecommunications PLC · Ancillary Documents

officers-certificate-cascadia.docx DOCUMENT M&A / Corporate

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OFFICER'S CERTIFICATE OF CASCADIA FIBER NETWORKS, INC.

Delivered Pursuant to Section 7.02(c) of the Agreement and Plan of Merger

Reference is made to that certain Agreement and Plan of Merger, dated as of April 7, 2025 (as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, 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 ("Merger Sub"), and Cascadia Fiber Networks, Inc., a Delaware corporation (the "Company").

This Officer's Certificate is delivered pursuant to Section 7.02(c) of the Merger Agreement as a condition to the obligations of Parent and Merger Sub to consummate the Closing (as defined in the Merger Agreement). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

RECITALS

WHEREAS, the undersigned, Derek Holmgren, is the Chief Executive Officer and a duly authorized officer of Cascadia Fiber Networks, Inc., a corporation duly organized and existing under the laws of the State of Delaware (Delaware Secretary of State File Number: 5197843), with its principal executive offices located at 2750 NW Thurman Street, Suite 400, Portland, Oregon 97210, and the Company's employer identification number is 45-6128937;

WHEREAS, the undersigned is delivering this Officer's Certificate on behalf of the Company in connection with the closing of the transactions contemplated by the Merger Agreement (the "Closing"), pursuant to which Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent, all in accordance with Section 251 of the General Corporation Law of the State of Delaware (the "DGCL") and the other terms and conditions of the Merger Agreement;

WHEREAS, the undersigned is familiar with the terms and provisions of the Merger Agreement, including the representations, warranties, covenants, agreements, and conditions set forth therein, and has made or caused to be made such examination and investigation as the undersigned has deemed necessary or appropriate in order to deliver this Officer's Certificate and to render the certifications and statements contained herein; and

WHEREAS, the undersigned understands that Parent and Merger Sub are relying on the certifications and statements contained in this Officer's Certificate as a condition to their respective obligations to consummate the Closing pursuant to Article VII of the Merger Agreement.

NOW, THEREFORE, the undersigned hereby certifies as follows:

Section 1. Representations and Warranties

1.1 The undersigned hereby certifies, on behalf of the Company, that each of the representations and warranties of the Company set forth in Article IV of the Merger Agreement (other than the Fundamental Representations of the Company, as defined in the Merger Agreement) is true and correct in all respects (without giving effect to any "materiality," "Material Adverse Effect," or similar qualifiers contained therein) as of the date of the Merger Agreement and as of the Closing Date as though made on and as of the Closing Date, except (a) to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct in all respects as of such earlier date, and (b) where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.

1.2 The undersigned hereby further certifies, on behalf of the Company, that each of the Fundamental Representations of the Company set forth in the Merger Agreement — including, without limitation, the representations and warranties of the Company regarding (i) organization and qualification (Section 4.01), (ii) capitalization (Section 4.02), (iii) authority relative to the Merger Agreement (Section 4.03), (iv) no conflicts or violations (Section 4.04), and (v) brokers' and finders' fees (Section 4.21) — is true and correct in all respects (other than de minimis inaccuracies) as of the date of the Merger Agreement and as of the Closing Date as though made on and as of the Closing Date, except to the extent that any such Fundamental Representation expressly relates to an earlier date, in which case such Fundamental Representation shall be true and correct in all respects (other than de minimis inaccuracies) as of such earlier date.

1.3 The undersigned hereby confirms that the Disclosure Schedules delivered by the Company in connection with the execution and delivery of the Merger Agreement (the "Company Disclosure Schedules") remain true, correct, and complete in all material respects, and that no updates or supplements to such Company Disclosure Schedules would be required to make the foregoing certifications set forth in Sections 1.1 and 1.2 of this Officer's Certificate inaccurate or misleading.

Section 2. Performance of Covenants

2.1 The undersigned hereby certifies, on behalf of the Company, that the Company has performed and complied in all material respects with all covenants, obligations, and agreements required by the Merger Agreement to be performed or complied with by the Company at or prior to the Closing Date, including, without limitation, those covenants, obligations, and agreements set forth in Article V and Article VI of the Merger Agreement.

2.2 Without limiting the generality of Section 2.1 above, the undersigned hereby specifically certifies, on behalf of the Company, that:

(a) Conduct of Business. During the period from the date of the Merger Agreement through the Closing Date, the Company and each of its Subsidiaries has conducted its business in the ordinary course of business consistent with past practice in all material respects, including maintaining its existing relationships with customers, suppliers, governmental authorities, and other persons with which it has material business dealings, in each case in accordance with Section 5.01 of the Merger Agreement. The Company has not taken any action that, if taken after the date of the Merger Agreement without the prior written consent of Parent, would have constituted a breach of the covenants set forth in Section 5.01 of the Merger Agreement, except as expressly permitted by the terms thereof or as consented to in writing by Parent.

(b) Required Consents and Approvals. The Company has used commercially reasonable efforts to obtain all consents, approvals, authorizations, orders, filings, and registrations required to be obtained or made by the Company in connection with the consummation of the transactions contemplated by the Merger Agreement, including the following:

(i) Third-Party Consents Under Material Contracts. The Company has obtained or has made commercially reasonable efforts to obtain all third-party consents required under material contracts of the Company that are subject to change-of-control provisions, including specifically: (A) the consent required under the Master Services Agreement, dated as of March 15, 2021, between the Company and Pacific Ridge Data Centers, LLC (which agreement generates annual revenue to the Company of approximately $22,000,000), (B) the consent required under the Wholesale Fiber Indefeasible Right of Use Agreement, dated as of June 8, 2022, between the Company and Clearpath Internet Services, Inc., and (C) the consent required under the Oregon Municipal Broadband Cooperative Agreement, dated as of October 22, 2023, between the Company and certain Oregon municipal broadband cooperatives party thereto;

(ii) Regulatory Approvals. The Company has cooperated with Parent in obtaining all required governmental and regulatory approvals, including: (A) clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), including the expiration or early termination of the applicable waiting period thereunder; (B) approval by the Federal Communications Commission (the "FCC") of the transfer of control of the Company's international Section 214 authorization and all related licenses, permits, and authorizations issued by the FCC to the Company; (C) all required approvals of the applicable state public utility commissions in the States of Oregon, Washington, and Idaho, and in the State of Nevada, in connection with the change of control of the Company and its regulated subsidiaries, if any; and (D) clearance by the Committee on Foreign Investment in the United States ("CFIUS") with respect to the transactions contemplated by the Merger Agreement, to the extent applicable;

(c) Financing Cooperation. The Company has provided, and has caused its Subsidiaries and their respective officers, employees, accountants, consultants, legal counsel, and other advisors and representatives to provide, reasonable cooperation to Parent and Merger Sub in connection with the arrangement of the financing for the transactions contemplated by the Merger Agreement, including the $500,000,000 senior secured credit facility with Pinnacle Atlantic Bank, N.A., as administrative agent (the "Debt Financing"), as required by and in accordance with Section 6.04 of the Merger Agreement. Such cooperation has included, without limitation, providing financial statements, projections, and other financial information reasonably requested by the lenders, participating in meetings and due diligence sessions with the prospective lenders and their counsel, executing and delivering customary authorization letters and representation letters, and assisting in the preparation of offering documents, credit agreements, and related documentation;

(d) Stockholder Approval. The Company has obtained the requisite stockholder approval required for the adoption of the Merger Agreement in accordance with Section 251(c) of the DGCL, which required the affirmative vote of the holders of a majority of the outstanding shares of common stock of the Company entitled to vote thereon. Such stockholder approval was duly obtained at a special meeting of the stockholders of the Company convened and held in accordance with the DGCL and the Company's Certificate of Incorporation and Bylaws, following the preparation, filing, and dissemination of the definitive proxy statement in compliance with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

(e) Non-Solicitation and No-Shop Compliance. The Company has complied in all material respects with its non-solicitation obligations and the no-shop provisions set forth in Section 5.03 of the Merger Agreement, including (i) the obligation not to, directly or indirectly, solicit, initiate, knowingly encourage, or knowingly facilitate any inquiry or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal (as defined in the Merger Agreement), (ii) the obligation to cease and cause to be terminated any and all existing activities, discussions, or negotiations with any person conducted heretofore with respect to any Acquisition Proposal, and (iii) the obligation to promptly notify Parent in writing of the receipt of any Acquisition Proposal or any inquiry, proposal, or offer that would reasonably be expected to lead to an Acquisition Proposal, and to keep Parent reasonably informed of the status and details of any such Acquisition Proposal, inquiry, proposal, or offer; and

(f) Payoff Letter for Existing Indebtedness. The Company has obtained and delivered (or, at the Closing, will deliver) the Payoff Letter from Elkhorn Capital Markets, LLC (the "Existing Lender") with respect to the Company's existing $82,600,000 term loan facility with the Existing Lender (the "Existing Term Loan"), which Payoff Letter sets forth the aggregate amount required to repay in full all outstanding obligations under the Existing Term Loan as of the Closing Date, including the contractually required prepayment premium of 1.0%, in the amount of $826,000, plus all accrued and unpaid interest, fees, and other amounts owed thereunder, and which provides that, upon receipt of such aggregate payoff amount, the Existing Lender will release all liens and security interests granted to it by the Company in connection with the Existing Term Loan.

Section 3. No Material Adverse Effect

3.1 The undersigned hereby certifies, on behalf of the Company, that since the date of the Merger Agreement (April 7, 2025), no event, change, effect, development, condition, occurrence, or state of facts has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company.

3.2 The foregoing certification is made with reference to the definition of "Material Adverse Effect" set forth in Section 1.01 of the Merger Agreement, and the undersigned acknowledges and confirms the applicability of the standard carve-outs contained in such definition, which provide that none of the following, either alone or in combination, shall be deemed to constitute, and none of the following shall be taken into account in determining whether there has been or would reasonably be expected to be, a Material Adverse Effect on the Company:

(i) any event, change, effect, development, condition, occurrence, or state of facts arising out of or attributable to general economic, business, financial, credit, or market conditions (including changes in interest rates, exchange rates, or commodity prices) in the United States or any other jurisdiction in which the Company or any of its Subsidiaries operates;

(ii) any event, change, effect, development, condition, occurrence, or state of facts generally affecting the telecommunications industry or the fiber-optic infrastructure industry, including changes in regulatory conditions, competitive dynamics, or industry pricing;

(iii) any changes in applicable law (including any statute, regulation, rule, or governmental policy) or in generally accepted accounting principles, or in the interpretation or enforcement thereof;

(iv) any epidemic, pandemic, or disease outbreak (including COVID-19 and any variants, evolutions, or mutations thereof), or any actions taken by any governmental authority or other person in response thereto; and

(v) any acts of war (whether or not declared), armed hostility, terrorism, sabotage, cyberattack, military action, or any escalation or worsening of any of the foregoing;

provided, however, that in the case of each of clauses (i) through (v) above, such events, changes, effects, developments, conditions, occurrences, or states of facts shall be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent that such events, changes, effects, developments, conditions, occurrences, or states of facts have a disproportionate adverse effect on the Company and its Subsidiaries, taken as a whole, relative to other participants in the industries and markets in which the Company and its Subsidiaries operate.

3.3 The undersigned further specifically confirms that the Company's business operations, including the Company's approximately 4,800 route miles of fiber-optic network infrastructure across the States of Oregon, Washington, and Idaho, and northern Nevada, and the Company's workforce of approximately 620 employees, continue to operate in all material respects consistent with the Company's past practices, and that no material disruption, degradation, or impairment of such operations has occurred since the date of the Merger Agreement.

Section 4. No Legal Proceedings

4.1 The undersigned hereby certifies, on behalf of the Company, that as of the date hereof there is no action, suit, proceeding, claim, arbitration, mediation, investigation, or other legal or administrative proceeding (whether at law or in equity, and whether civil, criminal, or administrative) pending before any court, tribunal, arbitrator, governmental authority, or other body, or, to the knowledge of the undersigned after reasonable inquiry, threatened in writing against the Company or any of its Subsidiaries, or against any of their respective officers or directors in their capacities as such, that would reasonably be expected to:

(a) prevent, enjoin, materially delay, or materially impair the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement; or

(b) individually or in the aggregate, have a Material Adverse Effect on the Company.

4.2 For the avoidance of doubt, the certification set forth in Section 4.1 above includes, without limitation, confirmation that no temporary restraining order, preliminary or permanent injunction, or other order issued by any court of competent jurisdiction or other governmental authority is in effect that would restrain, enjoin, or otherwise prohibit the consummation of the Merger or the other transactions contemplated by the Merger Agreement.

Section 5. Stockholder Approval

5.1 The undersigned hereby certifies, on behalf of the Company, that the requisite vote of the stockholders of the Company in favor of the adoption of the Merger Agreement has been duly obtained in accordance with Section 251(c) of the DGCL and the Company's Certificate of Incorporation and Bylaws, which required the affirmative vote of the holders of a majority of the outstanding shares of common stock of the Company entitled to vote thereon. Such stockholder approval was obtained at the special meeting of the stockholders of the Company duly called and held for such purpose, and such vote has not been rescinded, revoked, withdrawn, modified, or amended in any manner or respect.

5.2 As of the record date established for such special meeting, there were 47,500,000 shares of common stock of the Company outstanding on a fully diluted basis. In connection with the Merger Agreement, the Company received executed voting and support agreements from the following stockholders of the Company:

(a) Timberline Growth Partners, LP, the holder of approximately 42.3% of the outstanding shares of common stock of the Company, which agreed to vote all of its shares in favor of the adoption of the Merger Agreement and against any Acquisition Proposal; and

(b) Ridgecrest Venture Fund III, LP, the holder of approximately 17.8% of the outstanding shares of common stock of the Company, which agreed to vote all of its shares in favor of the adoption of the Merger Agreement and against any Acquisition Proposal.

5.3 The voting and support agreements described in Section 5.2 above represented, in the aggregate, approximately 60.1% of the outstanding shares of common stock of the Company, which exceeded the majority threshold required for the adoption of the Merger Agreement under Section 251(c) of the DGCL. The undersigned confirms that each such voting and support agreement remains in full force and effect as of the date hereof, and that no party thereto has breached or repudiated any obligation thereunder.

Section 6. Closing Deliverables

6.1 The undersigned hereby certifies, on behalf of the Company, that the Company has delivered, or stands ready to deliver at the Closing, all closing deliverables required to be delivered by or on behalf of the Company pursuant to Section 2.03 and other applicable provisions of the Merger Agreement, including, without limitation, the following:

(a) Secretary's Certificate. The Secretary's Certificate of the Company, executed by the Secretary (or an Assistant Secretary) of the Company, with attached certified copies of (i) the Certificate of Incorporation of the Company, as amended to date, as certified by the Secretary of State of the State of Delaware, (ii) the Bylaws of the Company, as amended to date, (iii) the resolutions duly adopted by the Board of Directors of the Company authorizing and approving the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement and the execution, delivery, and performance of the Merger Agreement and this Officer's Certificate, and (iv) evidence of the requisite stockholder approval described in Section 5 above, including a certified copy of the written tabulation of votes from the Company's inspector of elections;

(b) FIRPTA Certificate. The certificate of non-foreign status of the Company, duly executed by an authorized officer of the Company, in the form prescribed by Treasury Regulation Section 1.1445-2(c)(3) and in compliance with Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), certifying that the Company is not, and has not been during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code, or alternatively, that the Company is a domestic corporation within the meaning of Section 7701 of the Code and providing the Company's name, address, and employer identification number (EIN: 45-6128937), together with a duly executed notice to the Internal Revenue Service in accordance with the requirements of Treasury Regulation Section 1.897-2(h);

(c) Escrow Agreement. An executed counterpart of the Escrow Agreement, by and among the Company (or its designee), Parent, and Clearfield Escrow Services, Inc., as escrow agent (the "Escrow Agent"), governing the establishment, administration, and disbursement of the $67,500,000 indemnification escrow fund (the "Indemnification Escrow"), which funds shall be deposited by Parent with the Escrow Agent at the Closing in accordance with the terms of the Merger Agreement and the Escrow Agreement, and shall be available to satisfy any indemnification claims of the Parent Indemnified Parties arising under Article IX of the Merger Agreement;

(d) Payoff Letter. The Payoff Letter from Elkhorn Capital Markets, LLC, as administrative agent and lender under the Existing Term Loan, setting forth the aggregate payoff amount required to repay in full all outstanding obligations under the Existing Term Loan as of the Closing Date, including the outstanding principal balance, all accrued and unpaid interest, the 1.0% prepayment premium in the amount of $826,000, and all other fees, expenses, and amounts due and payable thereunder, together with wire transfer instructions for the remittance of such payoff amount and an undertaking by the Existing Lender to deliver UCC-3 termination statements and other lien release documentation promptly following receipt of such payoff amount in full;

(e) Certificate of Merger. All documents and instruments necessary for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL, including the Certificate of Merger in the form required by Section 251(c) of the DGCL, duly executed by an authorized officer of the Company;

(f) Equity Incentive Plan Matters. Evidence of the Company's compliance with the equity incentive plan acceleration provisions contained in the Company's 2019 Equity Incentive Plan, as amended (the "Equity Plan"), and the applicable award agreements issued thereunder, which provide for the accelerated vesting of outstanding stock options, restricted stock units, and other equity-based awards upon the occurrence of the Merger as a change of control event (as defined in the Equity Plan), including documentation reflecting the treatment of each outstanding award in accordance with Section 3.04 of the Merger Agreement and confirmation that all required notices have been provided to the holders of such awards; and

(g) Good Standing Certificates. Certificates of good standing (or the equivalent) for the Company, dated not more than five (5) business days prior to the Closing Date, issued by (i) the Secretary of State of the State of Delaware (the Company's state of incorporation), (ii) the Secretary of State of the State of Oregon, (iii) the Secretary of State of the State of Washington, (iv) the Secretary of State of the State of Idaho, and (v) the Secretary of State of the State of Nevada, which are the jurisdictions in which the Company is qualified to do business as a foreign corporation.

Section 7. Bring-Down of Authority

7.1 The undersigned hereby certifies that the undersigned has full power, authority, and legal capacity to execute and deliver this Officer's Certificate on behalf of the Company in connection with the Closing, and that this Officer's Certificate has been duly executed and delivered by the undersigned in such capacity.

7.2 The undersigned further certifies that the Board of Directors of the Company, consisting of Derek Holmgren, Priya Ramachandran, Clive Atherton, Rebecca Montrose, Gerald Foss, and Diane Okamoto (collectively, the "Board"), has duly authorized the execution and delivery of this Officer's Certificate by the undersigned, and that such authorization has not been rescinded, revoked, modified, or amended in any manner or respect.

Section 8. Reliance

8.1 This Officer's Certificate is being delivered to Parent and Merger Sub as a condition to their respective obligations to consummate the Closing under Section 7.02(c) of the Merger Agreement.

8.2 Parent and Merger Sub are entitled to rely on the certifications, representations, and statements contained in this Officer's Certificate, and such certifications, representations, and statements are being made for the benefit of, and may be enforced by, Parent and Merger Sub in accordance with the terms of the Merger Agreement. The undersigned acknowledges that Parent and Merger Sub would not consummate the Closing but for the delivery by the Company of this Officer's Certificate and the certifications, representations, and statements contained herein.

8.3 This Officer's Certificate may not be amended, modified, or supplemented, nor may any provision hereof be waived, except by a written instrument executed by the undersigned (or a duly authorized successor) and acknowledged in writing by Parent.

[Signature Page Follows]

[SIGNATURE PAGE TO OFFICER'S CERTIFICATE OF CASCADIA FIBER NETWORKS, INC.]

IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of ____, 2025.

CASCADIA FIBER NETWORKS, INC.

By: ________

Name: Derek Holmgren

Title: Chief Executive Officer

Date: ________

NOTARY ACKNOWLEDGMENT

STATE OF OREGON COUNTY OF MULTNOMAH

On this _ day of ___, 2025, before me, the undersigned notary public, personally appeared Derek Holmgren, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity as Chief Executive Officer of Cascadia Fiber Networks, Inc., and that by his signature on the instrument, the entity upon behalf of which the person acted executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of Oregon that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

________________________________________

Notary Public — State of Oregon

Printed Name: ________

My Commission Expires: ________

Commission Number: ________

[NOTARIAL SEAL]

OFFICER'S CERTIFICATE OF CASCADIA FIBER NETWORKS, INC.
Delivered Pursuant to Section 7.02(c) of the Agreement and Plan of Merger
Reference is made to that certain Agreement and Plan of Merger, dated as of April 7, 2025 (as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, 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 ("Merger Sub"), and Cascadia Fiber Networks, Inc., a Delaware corporation (the "Company").
This Officer's Certificate is delivered pursuant to Section 7.02(c) of the Merger Agreement as a condition to the obligations of Parent and Merger Sub to consummate the Closing (as defined in the Merger Agreement). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
RECITALS
WHEREAS, the undersigned, Derek Holmgren, is the Chief Executive Officer and a duly authorized officer of Cascadia Fiber Networks, Inc., a corporation duly organized and existing under the laws of the State of Delaware (Delaware Secretary of State File Number: 5197843), with its principal executive offices located at 2750 NW Thurman Street, Suite 400, Portland, Oregon 97210, and the Company's employer identification number is 45-6128937;
WHEREAS, the undersigned is delivering this Officer's Certificate on behalf of the Company in connection with the closing of the transactions contemplated by the Merger Agreement (the "Closing"), pursuant to which Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent, all in accordance with Section 251 of the General Corporation Law of the State of Delaware (the "DGCL") and the other terms and conditions of the Merger Agreement;
WHEREAS, the undersigned is familiar with the terms and provisions of the Merger Agreement, including the representations, warranties, covenants, agreements, and conditions set forth therein, and has made or caused to be made such examination and investigation as the undersigned has deemed necessary or appropriate in order to deliver this Officer's Certificate and to render the certifications and statements contained herein; and
WHEREAS, the undersigned understands that Parent and Merger Sub are relying on the certifications and statements contained in this Officer's Certificate as a condition to their respective obligations to consummate the Closing pursuant to Article VII of the Merger Agreement.
NOW, THEREFORE, the undersigned hereby certifies as follows:
Section 1. Representations and Warranties
1.1 The undersigned hereby certifies, on behalf of the Company, that each of the representations and warranties of the Company set forth in Article IV of the Merger Agreement (other than the Fundamental Representations of the Company, as defined in the Merger Agreement) is true and correct in all respects (without giving effect to any "materiality," "Material Adverse Effect," or similar qualifiers contained therein) as of the date of the Merger Agreement and as of the Closing Date as though made on and as of the Closing Date, except (a) to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct in all respects as of such earlier date, and (b) where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.
1.2 The undersigned hereby further certifies, on behalf of the Company, that each of the Fundamental Representations of the Company set forth in the Merger Agreement — including, without limitation, the representations and warranties of the Company regarding (i) organization and qualification (Section 4.01), (ii) capitalization (Section 4.02), (iii) authority relative to the Merger Agreement (Section 4.03), (iv) no conflicts or violations (Section 4.04), and (v) brokers' and finders' fees (Section 4.21) — is true and correct in all respects (other than de minimis inaccuracies) as of the date of the Merger Agreement and as of the Closing Date as though made on and as of the Closing Date, except to the extent that any such Fundamental Representation expressly relates to an earlier date, in which case such Fundamental Representation shall be true and correct in all respects (other than de minimis inaccuracies) as of such earlier date.
1.3 The undersigned hereby confirms that the Disclosure Schedules delivered by the Company in connection with the execution and delivery of the Merger Agreement (the "Company Disclosure Schedules") remain true, correct, and complete in all material respects, and that no updates or supplements to such Company Disclosure Schedules would be required to make the foregoing certifications set forth in Sections 1.1 and 1.2 of this Officer's Certificate inaccurate or misleading.
Section 2. Performance of Covenants
2.1 The undersigned hereby certifies, on behalf of the Company, that the Company has performed and complied in all material respects with all covenants, obligations, and agreements required by the Merger Agreement to be performed or complied with by the Company at or prior to the Closing Date, including, without limitation, those covenants, obligations, and agreements set forth in Article V and Article VI of the Merger Agreement.
2.2 Without limiting the generality of Section 2.1 above, the undersigned hereby specifically certifies, on behalf of the Company, that:
(a) Conduct of Business. During the period from the date of the Merger Agreement through the Closing Date, the Company and each of its Subsidiaries has conducted its business in the ordinary course of business consistent with past practice in all material respects, including maintaining its existing relationships with customers, suppliers, governmental authorities, and other persons with which it has material business dealings, in each case in accordance with Section 5.01 of the Merger Agreement. The Company has not taken any action that, if taken after the date of the Merger Agreement without the prior written consent of Parent, would have constituted a breach of the covenants set forth in Section 5.01 of the Merger Agreement, except as expressly permitted by the terms thereof or as consented to in writing by Parent.
(b) Required Consents and Approvals. The Company has used commercially reasonable efforts to obtain all consents, approvals, authorizations, orders, filings, and registrations required to be obtained or made by the Company in connection with the consummation of the transactions contemplated by the Merger Agreement, including the following:
(i) Third-Party Consents Under Material Contracts. The Company has obtained or has made commercially reasonable efforts to obtain all third-party consents required under material contracts of the Company that are subject to change-of-control provisions, including specifically: (A) the consent required under the Master Services Agreement, dated as of March 15, 2021, between the Company and Pacific Ridge Data Centers, LLC (which agreement generates annual revenue to the Company of approximately $22,000,000), (B) the consent required under the Wholesale Fiber Indefeasible Right of Use Agreement, dated as of June 8, 2022, between the Company and Clearpath Internet Services, Inc., and (C) the consent required under the Oregon Municipal Broadband Cooperative Agreement, dated as of October 22, 2023, between the Company and certain Oregon municipal broadband cooperatives party thereto;
(ii) Regulatory Approvals. The Company has cooperated with Parent in obtaining all required governmental and regulatory approvals, including: (A) clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), including the expiration or early termination of the applicable waiting period thereunder; (B) approval by the Federal Communications Commission (the "FCC") of the transfer of control of the Company's international Section 214 authorization and all related licenses, permits, and authorizations issued by the FCC to the Company; (C) all required approvals of the applicable state public utility commissions in the States of Oregon, Washington, and Idaho, and in the State of Nevada, in connection with the change of control of the Company and its regulated subsidiaries, if any; and (D) clearance by the Committee on Foreign Investment in the United States ("CFIUS") with respect to the transactions contemplated by the Merger Agreement, to the extent applicable;
(c) Financing Cooperation. The Company has provided, and has caused its Subsidiaries and their respective officers, employees, accountants, consultants, legal counsel, and other advisors and representatives to provide, reasonable cooperation to Parent and Merger Sub in connection with the arrangement of the financing for the transactions contemplated by the Merger Agreement, including the $500,000,000 senior secured credit facility with Pinnacle Atlantic Bank, N.A., as administrative agent (the "Debt Financing"), as required by and in accordance with Section 6.04 of the Merger Agreement. Such cooperation has included, without limitation, providing financial statements, projections, and other financial information reasonably requested by the lenders, participating in meetings and due diligence sessions with the prospective lenders and their counsel, executing and delivering customary authorization letters and representation letters, and assisting in the preparation of offering documents, credit agreements, and related documentation;
(d) Stockholder Approval. The Company has obtained the requisite stockholder approval required for the adoption of the Merger Agreement in accordance with Section 251(c) of the DGCL, which required the affirmative vote of the holders of a majority of the outstanding shares of common stock of the Company entitled to vote thereon. Such stockholder approval was duly obtained at a special meeting of the stockholders of the Company convened and held in accordance with the DGCL and the Company's Certificate of Incorporation and Bylaws, following the preparation, filing, and dissemination of the definitive proxy statement in compliance with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;
(e) Non-Solicitation and No-Shop Compliance. The Company has complied in all material respects with its non-solicitation obligations and the no-shop provisions set forth in Section 5.03 of the Merger Agreement, including (i) the obligation not to, directly or indirectly, solicit, initiate, knowingly encourage, or knowingly facilitate any inquiry or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal (as defined in the Merger Agreement), (ii) the obligation to cease and cause to be terminated any and all existing activities, discussions, or negotiations with any person conducted heretofore with respect to any Acquisition Proposal, and (iii) the obligation to promptly notify Parent in writing of the receipt of any Acquisition Proposal or any inquiry, proposal, or offer that would reasonably be expected to lead to an Acquisition Proposal, and to keep Parent reasonably informed of the status and details of any such Acquisition Proposal, inquiry, proposal, or offer; and
(f) Payoff Letter for Existing Indebtedness. The Company has obtained and delivered (or, at the Closing, will deliver) the Payoff Letter from Elkhorn Capital Markets, LLC (the "Existing Lender") with respect to the Company's existing $82,600,000 term loan facility with the Existing Lender (the "Existing Term Loan"), which Payoff Letter sets forth the aggregate amount required to repay in full all outstanding obligations under the Existing Term Loan as of the Closing Date, including the contractually required prepayment premium of 1.0%, in the amount of $826,000, plus all accrued and unpaid interest, fees, and other amounts owed thereunder, and which provides that, upon receipt of such aggregate payoff amount, the Existing Lender will release all liens and security interests granted to it by the Company in connection with the Existing Term Loan.
Section 3. No Material Adverse Effect
3.1 The undersigned hereby certifies, on behalf of the Company, that since the date of the Merger Agreement (April 7, 2025), no event, change, effect, development, condition, occurrence, or state of facts has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company.
3.2 The foregoing certification is made with reference to the definition of "Material Adverse Effect" set forth in Section 1.01 of the Merger Agreement, and the undersigned acknowledges and confirms the applicability of the standard carve-outs contained in such definition, which provide that none of the following, either alone or in combination, shall be deemed to constitute, and none of the following shall be taken into account in determining whether there has been or would reasonably be expected to be, a Material Adverse Effect on the Company:
(i) any event, change, effect, development, condition, occurrence, or state of facts arising out of or attributable to general economic, business, financial, credit, or market conditions (including changes in interest rates, exchange rates, or commodity prices) in the United States or any other jurisdiction in which the Company or any of its Subsidiaries operates;
(ii) any event, change, effect, development, condition, occurrence, or state of facts generally affecting the telecommunications industry or the fiber-optic infrastructure industry, including changes in regulatory conditions, competitive dynamics, or industry pricing;
(iii) any changes in applicable law (including any statute, regulation, rule, or governmental policy) or in generally accepted accounting principles, or in the interpretation or enforcement thereof;
(iv) any epidemic, pandemic, or disease outbreak (including COVID-19 and any variants, evolutions, or mutations thereof), or any actions taken by any governmental authority or other person in response thereto; and
(v) any acts of war (whether or not declared), armed hostility, terrorism, sabotage, cyberattack, military action, or any escalation or worsening of any of the foregoing;
provided, however, that in the case of each of clauses (i) through (v) above, such events, changes, effects, developments, conditions, occurrences, or states of facts shall be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent that such events, changes, effects, developments, conditions, occurrences, or states of facts have a disproportionate adverse effect on the Company and its Subsidiaries, taken as a whole, relative to other participants in the industries and markets in which the Company and its Subsidiaries operate.
3.3 The undersigned further specifically confirms that the Company's business operations, including the Company's approximately 4,800 route miles of fiber-optic network infrastructure across the States of Oregon, Washington, and Idaho, and northern Nevada, and the Company's workforce of approximately 620 employees, continue to operate in all material respects consistent with the Company's past practices, and that no material disruption, degradation, or impairment of such operations has occurred since the date of the Merger Agreement.
Section 4. No Legal Proceedings
4.1 The undersigned hereby certifies, on behalf of the Company, that as of the date hereof there is no action, suit, proceeding, claim, arbitration, mediation, investigation, or other legal or administrative proceeding (whether at law or in equity, and whether civil, criminal, or administrative) pending before any court, tribunal, arbitrator, governmental authority, or other body, or, to the knowledge of the undersigned after reasonable inquiry, threatened in writing against the Company or any of its Subsidiaries, or against any of their respective officers or directors in their capacities as such, that would reasonably be expected to:
(a) prevent, enjoin, materially delay, or materially impair the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement; or
(b) individually or in the aggregate, have a Material Adverse Effect on the Company.
4.2 For the avoidance of doubt, the certification set forth in Section 4.1 above includes, without limitation, confirmation that no temporary restraining order, preliminary or permanent injunction, or other order issued by any court of competent jurisdiction or other governmental authority is in effect that would restrain, enjoin, or otherwise prohibit the consummation of the Merger or the other transactions contemplated by the Merger Agreement.
Section 5. Stockholder Approval
5.1 The undersigned hereby certifies, on behalf of the Company, that the requisite vote of the stockholders of the Company in favor of the adoption of the Merger Agreement has been duly obtained in accordance with Section 251(c) of the DGCL and the Company's Certificate of Incorporation and Bylaws, which required the affirmative vote of the holders of a majority of the outstanding shares of common stock of the Company entitled to vote thereon. Such stockholder approval was obtained at the special meeting of the stockholders of the Company duly called and held for such purpose, and such vote has not been rescinded, revoked, withdrawn, modified, or amended in any manner or respect.
5.2 As of the record date established for such special meeting, there were 47,500,000 shares of common stock of the Company outstanding on a fully diluted basis. In connection with the Merger Agreement, the Company received executed voting and support agreements from the following stockholders of the Company:
(a) Timberline Growth Partners, LP, the holder of approximately 42.3% of the outstanding shares of common stock of the Company, which agreed to vote all of its shares in favor of the adoption of the Merger Agreement and against any Acquisition Proposal; and
(b) Ridgecrest Venture Fund III, LP, the holder of approximately 17.8% of the outstanding shares of common stock of the Company, which agreed to vote all of its shares in favor of the adoption of the Merger Agreement and against any Acquisition Proposal.
5.3 The voting and support agreements described in Section 5.2 above represented, in the aggregate, approximately 60.1% of the outstanding shares of common stock of the Company, which exceeded the majority threshold required for the adoption of the Merger Agreement under Section 251(c) of the DGCL. The undersigned confirms that each such voting and support agreement remains in full force and effect as of the date hereof, and that no party thereto has breached or repudiated any obligation thereunder.
Section 6. Closing Deliverables
6.1 The undersigned hereby certifies, on behalf of the Company, that the Company has delivered, or stands ready to deliver at the Closing, all closing deliverables required to be delivered by or on behalf of the Company pursuant to Section 2.03 and other applicable provisions of the Merger Agreement, including, without limitation, the following:
(a) Secretary's Certificate. The Secretary's Certificate of the Company, executed by the Secretary (or an Assistant Secretary) of the Company, with attached certified copies of (i) the Certificate of Incorporation of the Company, as amended to date, as certified by the Secretary of State of the State of Delaware, (ii) the Bylaws of the Company, as amended to date, (iii) the resolutions duly adopted by the Board of Directors of the Company authorizing and approving the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement and the execution, delivery, and performance of the Merger Agreement and this Officer's Certificate, and (iv) evidence of the requisite stockholder approval described in Section 5 above, including a certified copy of the written tabulation of votes from the Company's inspector of elections;
(b) FIRPTA Certificate. The certificate of non-foreign status of the Company, duly executed by an authorized officer of the Company, in the form prescribed by Treasury Regulation Section 1.1445-2(c)(3) and in compliance with Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), certifying that the Company is not, and has not been during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code, or alternatively, that the Company is a domestic corporation within the meaning of Section 7701 of the Code and providing the Company's name, address, and employer identification number (EIN: 45-6128937), together with a duly executed notice to the Internal Revenue Service in accordance with the requirements of Treasury Regulation Section 1.897-2(h);
(c) Escrow Agreement. An executed counterpart of the Escrow Agreement, by and among the Company (or its designee), Parent, and Clearfield Escrow Services, Inc., as escrow agent (the "Escrow Agent"), governing the establishment, administration, and disbursement of the $67,500,000 indemnification escrow fund (the "Indemnification Escrow"), which funds shall be deposited by Parent with the Escrow Agent at the Closing in accordance with the terms of the Merger Agreement and the Escrow Agreement, and shall be available to satisfy any indemnification claims of the Parent Indemnified Parties arising under Article IX of the Merger Agreement;
(d) Payoff Letter. The Payoff Letter from Elkhorn Capital Markets, LLC, as administrative agent and lender under the Existing Term Loan, setting forth the aggregate payoff amount required to repay in full all outstanding obligations under the Existing Term Loan as of the Closing Date, including the outstanding principal balance, all accrued and unpaid interest, the 1.0% prepayment premium in the amount of $826,000, and all other fees, expenses, and amounts due and payable thereunder, together with wire transfer instructions for the remittance of such payoff amount and an undertaking by the Existing Lender to deliver UCC-3 termination statements and other lien release documentation promptly following receipt of such payoff amount in full;
(e) Certificate of Merger. All documents and instruments necessary for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL, including the Certificate of Merger in the form required by Section 251(c) of the DGCL, duly executed by an authorized officer of the Company;
(f) Equity Incentive Plan Matters. Evidence of the Company's compliance with the equity incentive plan acceleration provisions contained in the Company's 2019 Equity Incentive Plan, as amended (the "Equity Plan"), and the applicable award agreements issued thereunder, which provide for the accelerated vesting of outstanding stock options, restricted stock units, and other equity-based awards upon the occurrence of the Merger as a change of control event (as defined in the Equity Plan), including documentation reflecting the treatment of each outstanding award in accordance with Section 3.04 of the Merger Agreement and confirmation that all required notices have been provided to the holders of such awards; and
(g) Good Standing Certificates. Certificates of good standing (or the equivalent) for the Company, dated not more than five (5) business days prior to the Closing Date, issued by (i) the Secretary of State of the State of Delaware (the Company's state of incorporation), (ii) the Secretary of State of the State of Oregon, (iii) the Secretary of State of the State of Washington, (iv) the Secretary of State of the State of Idaho, and (v) the Secretary of State of the State of Nevada, which are the jurisdictions in which the Company is qualified to do business as a foreign corporation.
Section 7. Bring-Down of Authority
7.1 The undersigned hereby certifies that the undersigned has full power, authority, and legal capacity to execute and deliver this Officer's Certificate on behalf of the Company in connection with the Closing, and that this Officer's Certificate has been duly executed and delivered by the undersigned in such capacity.
7.2 The undersigned further certifies that the Board of Directors of the Company, consisting of Derek Holmgren, Priya Ramachandran, Clive Atherton, Rebecca Montrose, Gerald Foss, and Diane Okamoto (collectively, the "Board"), has duly authorized the execution and delivery of this Officer's Certificate by the undersigned, and that such authorization has not been rescinded, revoked, modified, or amended in any manner or respect.
Section 8. Reliance
8.1 This Officer's Certificate is being delivered to Parent and Merger Sub as a condition to their respective obligations to consummate the Closing under Section 7.02(c) of the Merger Agreement.
8.2 Parent and Merger Sub are entitled to rely on the certifications, representations, and statements contained in this Officer's Certificate, and such certifications, representations, and statements are being made for the benefit of, and may be enforced by, Parent and Merger Sub in accordance with the terms of the Merger Agreement. The undersigned acknowledges that Parent and Merger Sub would not consummate the Closing but for the delivery by the Company of this Officer's Certificate and the certifications, representations, and statements contained herein.
8.3 This Officer's Certificate may not be amended, modified, or supplemented, nor may any provision hereof be waived, except by a written instrument executed by the undersigned (or a duly authorized successor) and acknowledged in writing by Parent.
[Signature Page Follows]
[SIGNATURE PAGE TO OFFICER'S CERTIFICATE OF CASCADIA FIBER NETWORKS, INC.]
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of ____, 2025.
CASCADIA FIBER NETWORKS, INC.
By: ________
Name: Derek Holmgren
Title: Chief Executive Officer
Date: ________
NOTARY ACKNOWLEDGMENT
STATE OF OREGON COUNTY OF MULTNOMAH
On this _ day of ___, 2025, before me, the undersigned notary public, personally appeared Derek Holmgren, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity as Chief Executive Officer of Cascadia Fiber Networks, Inc., and that by his signature on the instrument, the entity upon behalf of which the person acted executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of Oregon that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
________________________________________
Notary Public — State of Oregon
Printed Name: ________
My Commission Expires: ________
Commission Number: ________
[NOTARIAL SEAL]

OFFICER'S CERTIFICATE OF CASCADIA FIBER NETWORKS, INC.

RECITALS

CASCADIA FIBER NETWORKS, INC.

NOTARY ACKNOWLEDGMENT

STATE OF OREGON COUNTY OF MULTNOMAH

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