1022-00006 · Northgate Telecommunications PLC · Ancillary Documents

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OFFICER'S CERTIFICATE OF NORTHGATE TELECOMMUNICATIONS PLC

Delivered Pursuant to Section 7.03(c) of the Agreement and Plan of Merger

August _, 2025

This Officer's Certificate (this "Certificate") is delivered by Northgate Telecommunications PLC, a public limited company organized under the laws of England and Wales ("Northgate" or the "Company"), pursuant to Section 7.03(c) of that certain Agreement and Plan of Merger, dated as of April 7, 2025 (as it may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), by and among Northgate, NTP Acquisition Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Northgate ("Merger Sub"), and Cascadia Fiber Networks, Inc., a Delaware corporation ("Cascadia" or the "Target"). This Certificate is delivered as a condition to the obligations of Cascadia to consummate the Merger and the other transactions contemplated by the Merger Agreement (the "Closing").

RECITALS

A. Northgate, Merger Sub, and Cascadia entered into the Merger Agreement, dated as of April 7, 2025, which sets forth the terms and conditions upon which the parties thereto have agreed to consummate the transactions described therein.

B. The Merger Agreement provides for the merger of NTP Acquisition Sub, Inc. with and into Cascadia Fiber Networks, Inc. (the "Merger"), pursuant to Section 251 of the General Corporation Law of the State of Delaware (the "DGCL"), with Cascadia surviving the Merger as a wholly owned subsidiary of Northgate (the "Surviving Corporation"). The Merger is structured as a forward merger in which Merger Sub will merge with and into the Target, with the Target continuing as the surviving entity following the effective time of the Merger.

C. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of Cascadia issued and outstanding immediately prior to the effective time (other than Dissenting Shares, Treasury Shares, and Northgate-Owned Shares, each as defined in the Merger Agreement) will be converted into the right to receive a portion of the aggregate merger consideration of Seven Hundred Fifty Million Dollars ($750,000,000) in cash, without interest, on the terms and subject to the conditions set forth in the Merger Agreement (the "Merger Consideration").

D. This Certificate is being delivered by Northgate pursuant to Section 7.03(c) of the Merger Agreement as a condition precedent to the obligations of Cascadia to effect the Closing. Specifically, Section 7.03(c) of the Merger Agreement provides that it shall be a condition to the obligation of Cascadia to consummate the Merger that Cascadia shall have received a certificate signed by a duly authorized officer of Northgate, dated as of the Closing Date, certifying as to the matters set forth in Sections 7.03(a) and 7.03(b) of the Merger Agreement and such other matters as are customarily addressed in certificates of this nature.

E. Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Merger Agreement.

CERTIFICATION

NOW, THEREFORE, the undersigned hereby certifies, on behalf of Northgate and not in his individual capacity, as follows:

Section 1. Identity and Authority of Certifying Officer.

The undersigned, Liam Sutherland, hereby certifies that he is the Vice President, Corporate Development of Northgate Telecommunications PLC, a public limited company organized under the laws of England and Wales. In such capacity, the undersigned is duly authorized to execute and deliver this Certificate on behalf of Northgate in satisfaction of the conditions set forth in Section 7.03(c) of the Merger Agreement.

The undersigned further certifies that he is also the sole director of NTP Acquisition Sub, Inc., a Delaware corporation formed on February 21, 2025, as a direct, wholly owned subsidiary of Northgate, organized solely for the purpose of effecting the Merger and the other transactions contemplated by the Merger Agreement. Merger Sub has not engaged in any activities other than those incident to its formation and the transactions contemplated by the Merger Agreement.

The undersigned is delivering this Certificate in his capacity as a duly authorized officer of Northgate and not in his personal or individual capacity, and no personal liability shall attach to the undersigned by reason of the execution and delivery of this Certificate. The undersigned has made such due inquiry and investigation, including consultation with other officers, directors, employees, advisors, and legal counsel of Northgate and Merger Sub, as the undersigned has deemed necessary and appropriate in order to provide the certifications set forth herein. In making such inquiry and investigation, the undersigned has, among other things, reviewed the records and files of Northgate and Merger Sub, consulted with the officers and directors of Northgate responsible for the matters addressed herein, and reviewed relevant correspondence, documents, and reports pertaining to the transactions contemplated by the Merger Agreement.

Section 2. Representations and Warranties — Bring-Down Certification.

The undersigned hereby certifies that each of the representations and warranties of Northgate and Merger Sub contained in the Merger Agreement (including, without limitation, those set forth in Article IV thereof) are true and correct as follows:

(a) Each of the representations and warranties of Northgate and Merger Sub contained in the Merger Agreement that are qualified by "materiality," "Material Adverse Effect," or similar qualifications are true and correct in all respects as of the date of the Merger Agreement (April 7, 2025) and as of the Closing Date as though made on and as of the Closing Date; provided, however, that any such representations and warranties that by their express terms speak as of a specific date or period of time are true and correct in all respects only as of such specific date or period of time.

(b) Each of the representations and warranties of Northgate and Merger Sub contained in the Merger Agreement that are not qualified by "materiality," "Material Adverse Effect," or similar qualifications are true and correct in all material respects as of the date of the Merger Agreement (April 7, 2025) and as of the Closing Date as though made on and as of the Closing Date; provided, however, that any such representations and warranties that by their express terms speak as of a specific date or period of time are true and correct in all material respects only as of such specific date or period of time.

Without limiting the generality of the foregoing, the undersigned specifically confirms the truth and correctness (in accordance with the standards set forth in clauses (a) and (b) above, as applicable) of the representations and warranties of Northgate and Merger Sub pertaining to each of the following matters as set forth in Article IV of the Merger Agreement:

(i) Organization and Good Standing. Northgate is a public limited company duly organized, validly existing, and in good standing under the laws of England and Wales, and Merger Sub is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. Each of Northgate and Merger Sub is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to Northgate or Merger Sub or prevent or materially delay the consummation of the Merger.

(ii) Authority and Enforceability. Each of Northgate and Merger Sub has all requisite corporate power and authority to execute, deliver, and perform its obligations under the Merger Agreement and to consummate the transactions contemplated thereby. The execution, delivery, and performance of the Merger Agreement by each of Northgate and Merger Sub, and the consummation by each of them of the transactions contemplated thereby, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Northgate or Merger Sub are necessary to authorize the Merger Agreement or to consummate the transactions contemplated thereby. The Merger Agreement has been duly and validly executed and delivered by each of Northgate and Merger Sub and constitutes a valid and binding obligation of each of Northgate and Merger Sub, enforceable against each of them in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

(iii) No Conflicts. The execution, delivery, and performance of the Merger Agreement by Northgate and Merger Sub, and the consummation of the transactions contemplated thereby, do not and will not (A) violate or conflict with any provision of the articles of association or memorandum of association of Northgate or the certificate of incorporation or bylaws of Merger Sub, (B) violate, conflict with, or result in the breach of any applicable law, statute, regulation, order, judgment, injunction, or decree applicable to Northgate or Merger Sub, or (C) result in a violation or breach of, or constitute a default (or an event which, with the giving of notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation, or acceleration under, any contract, agreement, lease, license, instrument, or other arrangement to which Northgate or Merger Sub is a party or by which any of their respective properties or assets may be bound, except, in the case of clauses (B) and (C), for any such violations, conflicts, breaches, defaults, or rights that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to Northgate or Merger Sub or prevent or materially delay the consummation of the Merger.

(iv) Required Governmental Approvals. Except as set forth in Section 4.04 of the Northgate Disclosure Letter and as described in Section 8 of this Certificate, no consent, approval, order, or authorization of, or registration, declaration, or filing with, any governmental authority is required on the part of Northgate or Merger Sub in connection with the execution, delivery, and performance of the Merger Agreement or the consummation of the transactions contemplated thereby, except for such consents, approvals, orders, authorizations, registrations, declarations, and filings that have been obtained or made or, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to Northgate or Merger Sub or prevent or materially delay the consummation of the Merger.

(v) Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $0.01 per share, all of which are issued and outstanding and held of record and beneficially by Northgate. All such shares have been duly authorized, validly issued, fully paid, and non-assessable, and were issued free and clear of all liens, claims, encumbrances, and restrictions of any kind. There are no outstanding options, warrants, convertible securities, or other rights to acquire any shares of capital stock or other equity interests in Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and since the date of its incorporation, Merger Sub has not carried on any business or conducted any operations other than the execution of the Merger Agreement and the taking of such actions as are related thereto or contemplated thereby.

(vi) Availability of Financing. The representations and warranties of Northgate regarding the availability of funds sufficient to consummate the Merger and the transactions contemplated by the Merger Agreement, including the payment of the Merger Consideration, the repayment of Cascadia's outstanding indebtedness, and the payment of all related fees, costs, and expenses, remain true and correct in all respects as of the Closing Date.

(vii) Solvency. After giving effect to the Merger and the other transactions contemplated by the Merger Agreement, including the payment of the Merger Consideration and all related fees, costs, and expenses and the incurrence of indebtedness contemplated thereby, Northgate and the Surviving Corporation, taken as a whole, will be Solvent (as defined in the Merger Agreement) as of the Closing Date and immediately after the effective time of the Merger.

(viii) Absence of Broker's or Finder's Fees. Except for fees and expenses payable to Prumvane Brothers & Co., which has been engaged by Northgate as its financial advisor in connection with the transactions contemplated by the Merger Agreement, no broker, investment banker, financial advisor, or other person is entitled to any broker's, finder's, financial advisor's, or other similar fee or commission in connection with the Merger or the other transactions contemplated by the Merger Agreement based upon arrangements made by or on behalf of Northgate or Merger Sub.

(ix) Other Representations. All other representations and warranties of Northgate and Merger Sub set forth in the Merger Agreement, including those pertaining to compliance with laws, litigation, tax matters, and information supplied for inclusion in the proxy statement, are true and correct in accordance with the standards set forth in clauses (a) and (b) above, as applicable.

Section 3. Covenants — Performance Certification.

The undersigned hereby certifies that Northgate and Merger Sub have performed and complied in all material respects with all covenants and agreements required to be performed or complied with by them under the Merger Agreement at or prior to the Closing, including, without limitation, the following:

(a) Financing Obligations. Northgate has used its reasonable best efforts to obtain the financing contemplated by the Merger Agreement on the terms and subject to the conditions set forth in the commitment letter dated March 10, 2025 (Reference: PAB-CL-2025-03102) (the "Commitment Letter"), by and among Northgate, Pinnacle Atlantic Bank, N.A. (as administrative agent), and the lending syndicate consisting of Commonwealth Trust Bank, Dralvecen National Bank, and Elkhorn Capital Markets, LLC (collectively, the "Lenders"), providing for a $500,000,000 senior secured credit facility (the "Credit Facility"), consisting of (I) a $300,000,000 Term Loan A facility (the "Term Loan Facility") and (II) a $200,000,000 revolving credit facility (the "Revolving Credit Facility"). Northgate has taken all actions required of it under the Merger Agreement and the Commitment Letter to satisfy the conditions to funding under the Credit Facility, has negotiated definitive financing documentation in connection therewith, and has complied with all of its covenants and obligations set forth in Section 6.11 of the Merger Agreement regarding the financing of the transactions contemplated thereby. Northgate has not taken any action, or failed to take any action, that would reasonably be expected to result in any condition to the funding of the Credit Facility not being satisfied or to otherwise impair the availability of the Credit Facility.

(b) Cash Contribution. Northgate has made available, and will make available at the Closing, $250,000,000 in cash on hand (the "Equity Contribution") to fund a portion of the Merger Consideration and the other amounts payable by Northgate in connection with the Merger. The Equity Contribution is sourced from Northgate's existing unrestricted cash balances and available funds and is not subject to any conditions, restrictions, liens, or encumbrances that would prevent or delay its application to the payment of the Merger Consideration or the other amounts payable by Northgate in connection with the Closing.

(c) Regulatory Filings and Cooperation. Northgate and Merger Sub have cooperated with Cascadia and have used their reasonable best efforts in connection with the preparation and filing of all required regulatory filings and applications, including the following:

(I) HSR Act Notification. A Premerger Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), was filed with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice on approximately April 21, 2025, and the applicable filing fee of $250,000 was duly paid by Northgate;

(II) FCC Transfer of Control Applications. Applications for consent to the transfer of control of Cascadia's international Section 214 authorization and related licenses were filed with the Federal Communications Commission on approximately April 28, 2025, and Northgate cooperated fully with Cascadia in the preparation, filing, and prosecution of such applications;

(III) CFIUS Voluntary Notice. A voluntary joint notice was filed with the Committee on Foreign Investment in the United States ("CFIUS") in accordance with Section 721 of the Defense Production Act of 1950, as amended, and the regulations promulgated thereunder;

(IV) State PUC Notifications and Applications. All required notifications, applications, and filings were made with the Oregon Public Utility Commission ("Oregon PUC"), the Washington Utilities and Transportation Commission ("Washington UTC"), the Idaho Public Utilities Commission ("Idaho PUC"), and the Public Utilities Commission of Nevada ("Nevada PUC") in connection with the change of control of Cascadia resulting from the Merger, and Northgate cooperated fully with Cascadia in the preparation, filing, and prosecution of such filings;

and Northgate and Merger Sub have used their reasonable best efforts to obtain all necessary regulatory approvals, consents, and clearances and to cause the applicable waiting periods to expire or be terminated, all as more fully described in Section 8 of this Certificate.

(d) Formation and Maintenance of Merger Sub. Northgate has caused NTP Acquisition Sub, Inc. (Delaware File No. 7301524; EIN 93-2587401) to be duly formed and maintained in good standing under the laws of the State of Delaware solely for the purpose of effecting the Merger and the other transactions contemplated by the Merger Agreement. Merger Sub has not engaged in any activities, incurred any liabilities, or entered into any agreements or arrangements other than those incident to its formation and the execution, delivery, and performance of the Merger Agreement and the transactions contemplated thereby. Merger Sub has been maintained in corporate good standing and has not been dissolved, merged, consolidated, or otherwise terminated.

(e) Indemnification Escrow. Northgate has deposited, or will deposit at or prior to the Closing, $67,500,000 (the "Escrow Amount") into the indemnification escrow account established pursuant to Section 2.08 of the Merger Agreement with Clearfield Escrow Services, Inc., as escrow agent (the "Escrow Agent"), under the terms of the Escrow Agreement entered into by and among Northgate, the Stockholder Representative, and the Escrow Agent in connection with the Closing. The Escrow Amount represents nine percent (9%) of the aggregate Merger Consideration and is being deposited in accordance with the terms of the Merger Agreement and the Escrow Agreement.

(f) Third-Party Consents. Northgate has cooperated with Cascadia in all material respects in Cascadia's efforts to obtain third-party consents required under change of control provisions in contracts, agreements, licenses, and other instruments to which Cascadia is a party or by which its properties or assets are bound, as identified in Section 3.04 of the Cascadia Disclosure Letter and as otherwise required in connection with the consummation of the Merger. Such cooperation has included, without limitation, the provision of financial statements and other information regarding Northgate reasonably requested by counterparties to such contracts and agreements, participation in discussions and meetings with such counterparties as reasonably requested by Cascadia, and the execution and delivery of instruments, undertakings, and agreements reasonably requested by such counterparties and approved by Northgate (such approval not to be unreasonably withheld, conditioned, or delayed).

(g) Other Pre-Closing Covenants. Northgate and Merger Sub have performed and complied in all material respects with all other covenants and agreements required to be performed or complied with by them under the Merger Agreement at or prior to the Closing, including, without limitation, covenants regarding (I) non-solicitation of Cascadia employees, (II) the provision of notices and information to Cascadia as contemplated by the Merger Agreement, (III) public announcements and confidentiality obligations, (IV) cooperation in the preparation and filing of the proxy statement and the related solicitation of stockholder approvals, and (V) all other obligations of Northgate and Merger Sub under Article VI of the Merger Agreement.

Section 4. No Material Adverse Effect.

The undersigned hereby certifies that, since the date of the Merger Agreement (April 7, 2025) through and including the Closing Date, no event, change, occurrence, development, condition, circumstance, 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 with respect to Northgate or Merger Sub.

For purposes of this Certificate, the term "Material Adverse Effect" has the meaning ascribed to such term in the Merger Agreement, including the standard carve-outs set forth therein for (a) changes in general economic, financial, or market conditions, (b) changes generally affecting the telecommunications industry or the markets in which Northgate or its subsidiaries operate, (c) changes in applicable law, regulations, or accounting standards (including IFRS or GAAP), (d) effects arising from or related to pandemics, epidemics, or public health emergencies (including COVID-19 and any mutations or variants thereof), (e) effects arising from or related to acts of war, armed hostilities, sabotage, terrorism, or natural disasters, and (f) the announcement, pendency, or consummation of the Merger and the other transactions contemplated by the Merger Agreement; provided, however, that with respect to clauses (a), (b), (c), (d), and (e), such events, changes, occurrences, developments, conditions, circumstances, or states of facts shall not be excluded from the definition of "Material Adverse Effect" to the extent that they disproportionately affect Northgate and its subsidiaries, taken as a whole, relative to other participants in the telecommunications industry in which Northgate and its subsidiaries operate.

The undersigned confirms that, to his knowledge after due inquiry and investigation, no event, change, occurrence, development, condition, circumstance, or state of facts that would reasonably be expected to constitute, contribute to, or result in a Material Adverse Effect with respect to Northgate or Merger Sub is pending or threatened.

Section 5. No Litigation or Proceedings Preventing Closing.

The undersigned hereby certifies that, as of the Closing Date, there is no action, suit, claim, proceeding, arbitration, investigation, or other legal proceeding pending or, to the knowledge of the undersigned (after due inquiry and investigation), threatened in writing against Northgate or Merger Sub before any court, governmental authority, arbitral tribunal, or other body that would reasonably be expected to (a) prevent, enjoin, or materially delay the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement, (b) materially impair the ability of Northgate or Merger Sub to perform their respective obligations under the Merger Agreement or to consummate the Merger, or (c) result in the imposition of material damages or other material relief against Northgate or Merger Sub in connection with the Merger or the other transactions contemplated by the Merger Agreement.

The undersigned further certifies that no temporary restraining order, preliminary or permanent injunction, cease and desist order, or other order or decree has been issued by any court of competent jurisdiction or other governmental authority, and no statute, rule, regulation, executive order, or other legal restraint or prohibition has been enacted, entered, promulgated, or enforced by any governmental authority, in each case that is in effect and restrains, enjoins, prevents, prohibits, or otherwise makes illegal the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement.

Section 6. Financing Confirmation.

The undersigned hereby certifies that, as of the Closing Date, Northgate has available to it, or will have available to it at the Closing, sufficient funds in the aggregate to pay all amounts required to be paid by Northgate and Merger Sub in connection with the Merger and the other transactions contemplated by the Merger Agreement, including, without limitation:

(a) Aggregate Merger Consideration. The aggregate Merger Consideration of Seven Hundred Fifty Million Dollars ($750,000,000) in cash, payable to the holders of shares of common stock of Cascadia in accordance with Article II of the Merger Agreement;

(b) Payoff of Cascadia's Existing Indebtedness. All amounts necessary to repay, retire, redeem, defease, or otherwise satisfy in full at the Closing all of Cascadia's outstanding indebtedness required to be repaid, retired, redeemed, defeased, or otherwise satisfied in connection with the Merger, including:

(I) the term loan from Elkhorn Capital Markets, LLC to Cascadia, in the outstanding principal amount of approximately $82,600,000, plus a prepayment premium of 1.0% of the outstanding principal amount (approximately $826,000), plus accrued and unpaid interest through the Closing Date, to be repaid in full at the Closing in accordance with the payoff letter to be delivered by Elkhorn Capital Markets, LLC; and

(II) Cascadia's outstanding capital lease obligations, in the aggregate amount of approximately $12,300,000, to be satisfied in full at the Closing or assumed by the Surviving Corporation, as applicable, in accordance with the terms of the applicable lease agreements;

(c) Fees, Costs, and Expenses. All fees, costs, and expenses payable by Northgate in connection with the Merger and the related transactions, including advisory fees, legal fees, accounting fees, filing fees, transfer taxes, escrow fees, financing fees and expenses, and all other transaction-related costs and expenses.

The undersigned further certifies as follows with respect to the sources of funding available to Northgate:

(i) The Commitment Letter from Pinnacle Atlantic Bank, N.A. (as administrative agent) and the lending syndicate consisting of Commonwealth Trust Bank, Dralvecen National Bank, and Elkhorn Capital Markets, LLC, dated March 10, 2025 (Reference: PAB-CL-2025-03102), remains in full force and effect and has not been amended, modified, supplemented, terminated, or rescinded, and no party thereto has given notice of its intention to terminate or rescind the Commitment Letter. The commitments of the Lenders under the Commitment Letter have not been reduced, withdrawn, or otherwise modified. To the knowledge of the undersigned, no event has occurred that has resulted in, or would reasonably be expected to result in, a failure of any condition to funding under the Commitment Letter or the definitive financing documentation entered into in connection therewith. Northgate has no reason to believe that the funding contemplated by the Commitment Letter and the definitive financing documentation will not be available to Northgate on the Closing Date, and Northgate has received confirmation from Pinnacle Atlantic Bank, N.A., as administrative agent, that the Lenders stand ready to fund the Credit Facility on the Closing Date subject to the satisfaction of the conditions set forth in the definitive financing documentation.

(ii) Northgate's cash-on-hand contribution of $250,000,000 (the Equity Contribution) is available to Northgate as of the Closing Date, is held in unrestricted cash accounts of Northgate, and is not subject to any lien, encumbrance, condition, restriction, or other limitation that would prevent or delay its application to the payment of any portion of the Merger Consideration or the other amounts payable by Northgate in connection with the Closing.

Section 7. Organizational Standing and Authority.

The undersigned hereby certifies as follows:

(a) Northgate. Northgate Telecommunications PLC is duly organized, validly existing, and in good standing as a public limited company under the laws of England and Wales. Northgate has all requisite corporate power and authority to execute, deliver, and perform its obligations under the Merger Agreement and to consummate the Merger and the other transactions contemplated thereby. The execution, delivery, and performance of the Merger Agreement by Northgate, and the consummation by Northgate of the transactions contemplated thereby, have been duly authorized by all necessary corporate action on the part of Northgate, including the approval of the board of directors of Northgate (chaired by Dame Catherine Enright, DBE), and no other corporate proceedings or approvals on the part of Northgate are necessary to authorize the Merger Agreement or to consummate the transactions contemplated thereby.

(b) Merger Sub. NTP Acquisition Sub, Inc. is duly incorporated, validly existing, and in good standing as a corporation under the laws of the State of Delaware, with its registered agent located at Corporation Trust Associates, 1209 Orange Street, Wilmington, Delaware 19801. Merger Sub has all requisite corporate power and authority to execute, deliver, and perform its obligations under the Merger Agreement and to consummate the Merger and the other transactions contemplated thereby. The execution, delivery, and performance of the Merger Agreement by Merger Sub, and the consummation by Merger Sub of the transactions contemplated thereby, have been duly authorized by all necessary corporate action on the part of Merger Sub, including the approval of the sole director of Merger Sub and the written consent of Northgate as the sole stockholder of Merger Sub, and no other corporate proceedings or approvals on the part of Merger Sub are necessary to authorize the Merger Agreement or to consummate the transactions contemplated thereby.

Section 8. Regulatory Approvals.

The undersigned hereby certifies that all required regulatory approvals, governmental consents, and authorizations necessary for the consummation of the Merger and the other transactions contemplated by the Merger Agreement have been obtained, or the applicable waiting periods have expired or been terminated, and none of such approvals, consents, or authorizations contain any conditions, restrictions, or requirements that would constitute a Burdensome Condition (as defined in the Merger Agreement). Specifically:

(a) HSR Act. The waiting period applicable to the consummation of the Merger under the HSR Act has expired or early termination thereof has been granted by the Federal Trade Commission. No request for additional information or documentary material (a "Second Request") was issued by the Federal Trade Commission or the Antitrust Division of the United States Department of Justice in connection with the Merger, and no action, suit, or proceeding has been commenced or threatened by any governmental authority under the antitrust laws of the United States seeking to enjoin, restrain, or prohibit the consummation of the Merger.

(b) FCC Consent. The Federal Communications Commission has issued its consent to the transfer of control of Cascadia's international Section 214 authorization and related licenses from the existing stockholders of Cascadia to Northgate, and such consent has become a final order (or, if not a final order, has not been stayed, vacated, or reversed). No conditions have been imposed in connection with such consent that would constitute a Burdensome Condition.

(c) CFIUS Clearance. The Committee on Foreign Investment in the United States has issued clearance in respect of the Merger, or the applicable review period under Section 721 of the Defense Production Act of 1950, as amended, has lapsed without CFIUS having taken any action to impose conditions on, suspend, or prohibit the consummation of the Merger. No conditions have been imposed by CFIUS in connection with such clearance (or the lapse of the review period) that would constitute a Burdensome Condition.

(d) State PUC Approvals. The following state public utility commissions have granted their approval of, or issued orders of non-objection with respect to, the change of control of Cascadia resulting from the Merger:

(I) The Oregon Public Utility Commission (Oregon PUC);

(II) The Washington Utilities and Transportation Commission (Washington UTC);

(III) The Idaho Public Utilities Commission (Idaho PUC); and

(IV) The Public Utilities Commission of Nevada (Nevada PUC).

None of such state PUC approvals or orders contain any conditions, restrictions, or requirements that would constitute a Burdensome Condition or that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to Cascadia, Northgate, or the Surviving Corporation following the Closing.

The undersigned further certifies that, to his knowledge after due inquiry and investigation, no governmental authority has initiated, or threatened in writing to initiate, any action, suit, proceeding, or investigation seeking to prevent, enjoin, delay, or impose conditions on the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement, other than such actions, suits, proceedings, or investigations that have been resolved or terminated prior to the Closing Date.

Section 9. Disclaimer / Limitations.

This Certificate is delivered solely for the purposes of satisfying the conditions set forth in Section 7.03(c) of the Merger Agreement and is not intended to, and shall not, create or give rise to any rights, remedies, causes of action, or obligations of any kind other than as expressly set forth in the Merger Agreement. Without limiting the generality of the foregoing, nothing in this Certificate shall be deemed to expand, alter, amend, supplement, or limit the representations, warranties, covenants, or agreements of Northgate or Merger Sub set forth in the Merger Agreement, and in the event of any conflict or inconsistency between the terms of this Certificate and the terms of the Merger Agreement, the terms of the Merger Agreement shall control in all respects.

This Certificate is subject in all respects to the terms, conditions, and limitations set forth in the Merger Agreement, including Article IX thereof (regarding indemnification), Article X thereof (regarding termination), and Article XI thereof (regarding general provisions). The certifications set forth herein are made as of the date hereof and speak only as of the date hereof (except to the extent that any such certification expressly relates to a different date, in which case such certification speaks only as of such other date).

This Certificate, and any dispute, controversy, or claim arising out of or relating to this Certificate, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Officer's Certificate as of the date first written above.

NORTHGATE TELECOMMUNICATIONS PLC

By: ________

Name: Liam Sutherland

Title: Vice President, Corporate Development

Address: 14 Broadwick Place, London W1F 8HN, United Kingdom

Delivery Instructions:

This Certificate is to be delivered to:

Cascadia Fiber Networks, Inc.

Attention: Sandra Whitfield, General Counsel

2750 NW Thurman Street, Suite 400 Portland, OR 97210

with a copy (which shall not constitute notice) to:

Whitmore, Kessler & Braun LLP

Attention: Jonathan Kessler

1120 SW Quelston Street, Suite 800 Portland, OR 97205

Calderwood & Harkness LLP — Work Product Matter No. 1022-00006 Billing No. 78432.001 Draft prepared by Andrew Fitzpatrick; Reviewed by Oliver Mackenzie CONFIDENTIAL — ATTORNEY WORK PRODUCT

OFFICER'S CERTIFICATE OF NORTHGATE TELECOMMUNICATIONS PLC
Delivered Pursuant to Section 7.03(c) of the Agreement and Plan of Merger
August _, 2025
This Officer's Certificate (this "Certificate") is delivered by Northgate Telecommunications PLC, a public limited company organized under the laws of England and Wales ("Northgate" or the "Company"), pursuant to Section 7.03(c) of that certain Agreement and Plan of Merger, dated as of April 7, 2025 (as it may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), by and among Northgate, NTP Acquisition Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Northgate ("Merger Sub"), and Cascadia Fiber Networks, Inc., a Delaware corporation ("Cascadia" or the "Target"). This Certificate is delivered as a condition to the obligations of Cascadia to consummate the Merger and the other transactions contemplated by the Merger Agreement (the "Closing").
RECITALS
A. Northgate, Merger Sub, and Cascadia entered into the Merger Agreement, dated as of April 7, 2025, which sets forth the terms and conditions upon which the parties thereto have agreed to consummate the transactions described therein.
B. The Merger Agreement provides for the merger of NTP Acquisition Sub, Inc. with and into Cascadia Fiber Networks, Inc. (the "Merger"), pursuant to Section 251 of the General Corporation Law of the State of Delaware (the "DGCL"), with Cascadia surviving the Merger as a wholly owned subsidiary of Northgate (the "Surviving Corporation"). The Merger is structured as a forward merger in which Merger Sub will merge with and into the Target, with the Target continuing as the surviving entity following the effective time of the Merger.
C. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of Cascadia issued and outstanding immediately prior to the effective time (other than Dissenting Shares, Treasury Shares, and Northgate-Owned Shares, each as defined in the Merger Agreement) will be converted into the right to receive a portion of the aggregate merger consideration of Seven Hundred Fifty Million Dollars ($750,000,000) in cash, without interest, on the terms and subject to the conditions set forth in the Merger Agreement (the "Merger Consideration").
D. This Certificate is being delivered by Northgate pursuant to Section 7.03(c) of the Merger Agreement as a condition precedent to the obligations of Cascadia to effect the Closing. Specifically, Section 7.03(c) of the Merger Agreement provides that it shall be a condition to the obligation of Cascadia to consummate the Merger that Cascadia shall have received a certificate signed by a duly authorized officer of Northgate, dated as of the Closing Date, certifying as to the matters set forth in Sections 7.03(a) and 7.03(b) of the Merger Agreement and such other matters as are customarily addressed in certificates of this nature.
E. Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Merger Agreement.
CERTIFICATION
NOW, THEREFORE, the undersigned hereby certifies, on behalf of Northgate and not in his individual capacity, as follows:
Section 1. Identity and Authority of Certifying Officer.
The undersigned, Liam Sutherland, hereby certifies that he is the Vice President, Corporate Development of Northgate Telecommunications PLC, a public limited company organized under the laws of England and Wales. In such capacity, the undersigned is duly authorized to execute and deliver this Certificate on behalf of Northgate in satisfaction of the conditions set forth in Section 7.03(c) of the Merger Agreement.
The undersigned further certifies that he is also the sole director of NTP Acquisition Sub, Inc., a Delaware corporation formed on February 21, 2025, as a direct, wholly owned subsidiary of Northgate, organized solely for the purpose of effecting the Merger and the other transactions contemplated by the Merger Agreement. Merger Sub has not engaged in any activities other than those incident to its formation and the transactions contemplated by the Merger Agreement.
The undersigned is delivering this Certificate in his capacity as a duly authorized officer of Northgate and not in his personal or individual capacity, and no personal liability shall attach to the undersigned by reason of the execution and delivery of this Certificate. The undersigned has made such due inquiry and investigation, including consultation with other officers, directors, employees, advisors, and legal counsel of Northgate and Merger Sub, as the undersigned has deemed necessary and appropriate in order to provide the certifications set forth herein. In making such inquiry and investigation, the undersigned has, among other things, reviewed the records and files of Northgate and Merger Sub, consulted with the officers and directors of Northgate responsible for the matters addressed herein, and reviewed relevant correspondence, documents, and reports pertaining to the transactions contemplated by the Merger Agreement.
Section 2. Representations and Warranties — Bring-Down Certification.
The undersigned hereby certifies that each of the representations and warranties of Northgate and Merger Sub contained in the Merger Agreement (including, without limitation, those set forth in Article IV thereof) are true and correct as follows:
(a) Each of the representations and warranties of Northgate and Merger Sub contained in the Merger Agreement that are qualified by "materiality," "Material Adverse Effect," or similar qualifications are true and correct in all respects as of the date of the Merger Agreement (April 7, 2025) and as of the Closing Date as though made on and as of the Closing Date; provided, however, that any such representations and warranties that by their express terms speak as of a specific date or period of time are true and correct in all respects only as of such specific date or period of time.
(b) Each of the representations and warranties of Northgate and Merger Sub contained in the Merger Agreement that are not qualified by "materiality," "Material Adverse Effect," or similar qualifications are true and correct in all material respects as of the date of the Merger Agreement (April 7, 2025) and as of the Closing Date as though made on and as of the Closing Date; provided, however, that any such representations and warranties that by their express terms speak as of a specific date or period of time are true and correct in all material respects only as of such specific date or period of time.
Without limiting the generality of the foregoing, the undersigned specifically confirms the truth and correctness (in accordance with the standards set forth in clauses (a) and (b) above, as applicable) of the representations and warranties of Northgate and Merger Sub pertaining to each of the following matters as set forth in Article IV of the Merger Agreement:
(i) Organization and Good Standing. Northgate is a public limited company duly organized, validly existing, and in good standing under the laws of England and Wales, and Merger Sub is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. Each of Northgate and Merger Sub is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to Northgate or Merger Sub or prevent or materially delay the consummation of the Merger.
(ii) Authority and Enforceability. Each of Northgate and Merger Sub has all requisite corporate power and authority to execute, deliver, and perform its obligations under the Merger Agreement and to consummate the transactions contemplated thereby. The execution, delivery, and performance of the Merger Agreement by each of Northgate and Merger Sub, and the consummation by each of them of the transactions contemplated thereby, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Northgate or Merger Sub are necessary to authorize the Merger Agreement or to consummate the transactions contemplated thereby. The Merger Agreement has been duly and validly executed and delivered by each of Northgate and Merger Sub and constitutes a valid and binding obligation of each of Northgate and Merger Sub, enforceable against each of them in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
(iii) No Conflicts. The execution, delivery, and performance of the Merger Agreement by Northgate and Merger Sub, and the consummation of the transactions contemplated thereby, do not and will not (A) violate or conflict with any provision of the articles of association or memorandum of association of Northgate or the certificate of incorporation or bylaws of Merger Sub, (B) violate, conflict with, or result in the breach of any applicable law, statute, regulation, order, judgment, injunction, or decree applicable to Northgate or Merger Sub, or (C) result in a violation or breach of, or constitute a default (or an event which, with the giving of notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation, or acceleration under, any contract, agreement, lease, license, instrument, or other arrangement to which Northgate or Merger Sub is a party or by which any of their respective properties or assets may be bound, except, in the case of clauses (B) and (C), for any such violations, conflicts, breaches, defaults, or rights that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to Northgate or Merger Sub or prevent or materially delay the consummation of the Merger.
(iv) Required Governmental Approvals. Except as set forth in Section 4.04 of the Northgate Disclosure Letter and as described in Section 8 of this Certificate, no consent, approval, order, or authorization of, or registration, declaration, or filing with, any governmental authority is required on the part of Northgate or Merger Sub in connection with the execution, delivery, and performance of the Merger Agreement or the consummation of the transactions contemplated thereby, except for such consents, approvals, orders, authorizations, registrations, declarations, and filings that have been obtained or made or, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to Northgate or Merger Sub or prevent or materially delay the consummation of the Merger.
(v) Capitalization of Merger Sub. The authorized capital stock of Merger Sub consists of 100 shares of common stock, par value $0.01 per share, all of which are issued and outstanding and held of record and beneficially by Northgate. All such shares have been duly authorized, validly issued, fully paid, and non-assessable, and were issued free and clear of all liens, claims, encumbrances, and restrictions of any kind. There are no outstanding options, warrants, convertible securities, or other rights to acquire any shares of capital stock or other equity interests in Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and since the date of its incorporation, Merger Sub has not carried on any business or conducted any operations other than the execution of the Merger Agreement and the taking of such actions as are related thereto or contemplated thereby.
(vi) Availability of Financing. The representations and warranties of Northgate regarding the availability of funds sufficient to consummate the Merger and the transactions contemplated by the Merger Agreement, including the payment of the Merger Consideration, the repayment of Cascadia's outstanding indebtedness, and the payment of all related fees, costs, and expenses, remain true and correct in all respects as of the Closing Date.
(vii) Solvency. After giving effect to the Merger and the other transactions contemplated by the Merger Agreement, including the payment of the Merger Consideration and all related fees, costs, and expenses and the incurrence of indebtedness contemplated thereby, Northgate and the Surviving Corporation, taken as a whole, will be Solvent (as defined in the Merger Agreement) as of the Closing Date and immediately after the effective time of the Merger.
(viii) Absence of Broker's or Finder's Fees. Except for fees and expenses payable to Prumvane Brothers & Co., which has been engaged by Northgate as its financial advisor in connection with the transactions contemplated by the Merger Agreement, no broker, investment banker, financial advisor, or other person is entitled to any broker's, finder's, financial advisor's, or other similar fee or commission in connection with the Merger or the other transactions contemplated by the Merger Agreement based upon arrangements made by or on behalf of Northgate or Merger Sub.
(ix) Other Representations. All other representations and warranties of Northgate and Merger Sub set forth in the Merger Agreement, including those pertaining to compliance with laws, litigation, tax matters, and information supplied for inclusion in the proxy statement, are true and correct in accordance with the standards set forth in clauses (a) and (b) above, as applicable.
Section 3. Covenants — Performance Certification.
The undersigned hereby certifies that Northgate and Merger Sub have performed and complied in all material respects with all covenants and agreements required to be performed or complied with by them under the Merger Agreement at or prior to the Closing, including, without limitation, the following:
(a) Financing Obligations. Northgate has used its reasonable best efforts to obtain the financing contemplated by the Merger Agreement on the terms and subject to the conditions set forth in the commitment letter dated March 10, 2025 (Reference: PAB-CL-2025-03102) (the "Commitment Letter"), by and among Northgate, Pinnacle Atlantic Bank, N.A. (as administrative agent), and the lending syndicate consisting of Commonwealth Trust Bank, Dralvecen National Bank, and Elkhorn Capital Markets, LLC (collectively, the "Lenders"), providing for a $500,000,000 senior secured credit facility (the "Credit Facility"), consisting of (I) a $300,000,000 Term Loan A facility (the "Term Loan Facility") and (II) a $200,000,000 revolving credit facility (the "Revolving Credit Facility"). Northgate has taken all actions required of it under the Merger Agreement and the Commitment Letter to satisfy the conditions to funding under the Credit Facility, has negotiated definitive financing documentation in connection therewith, and has complied with all of its covenants and obligations set forth in Section 6.11 of the Merger Agreement regarding the financing of the transactions contemplated thereby. Northgate has not taken any action, or failed to take any action, that would reasonably be expected to result in any condition to the funding of the Credit Facility not being satisfied or to otherwise impair the availability of the Credit Facility.
(b) Cash Contribution. Northgate has made available, and will make available at the Closing, $250,000,000 in cash on hand (the "Equity Contribution") to fund a portion of the Merger Consideration and the other amounts payable by Northgate in connection with the Merger. The Equity Contribution is sourced from Northgate's existing unrestricted cash balances and available funds and is not subject to any conditions, restrictions, liens, or encumbrances that would prevent or delay its application to the payment of the Merger Consideration or the other amounts payable by Northgate in connection with the Closing.
(c) Regulatory Filings and Cooperation. Northgate and Merger Sub have cooperated with Cascadia and have used their reasonable best efforts in connection with the preparation and filing of all required regulatory filings and applications, including the following:
(I) HSR Act Notification. A Premerger Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), was filed with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice on approximately April 21, 2025, and the applicable filing fee of $250,000 was duly paid by Northgate;
(II) FCC Transfer of Control Applications. Applications for consent to the transfer of control of Cascadia's international Section 214 authorization and related licenses were filed with the Federal Communications Commission on approximately April 28, 2025, and Northgate cooperated fully with Cascadia in the preparation, filing, and prosecution of such applications;
(III) CFIUS Voluntary Notice. A voluntary joint notice was filed with the Committee on Foreign Investment in the United States ("CFIUS") in accordance with Section 721 of the Defense Production Act of 1950, as amended, and the regulations promulgated thereunder;
(IV) State PUC Notifications and Applications. All required notifications, applications, and filings were made with the Oregon Public Utility Commission ("Oregon PUC"), the Washington Utilities and Transportation Commission ("Washington UTC"), the Idaho Public Utilities Commission ("Idaho PUC"), and the Public Utilities Commission of Nevada ("Nevada PUC") in connection with the change of control of Cascadia resulting from the Merger, and Northgate cooperated fully with Cascadia in the preparation, filing, and prosecution of such filings;
and Northgate and Merger Sub have used their reasonable best efforts to obtain all necessary regulatory approvals, consents, and clearances and to cause the applicable waiting periods to expire or be terminated, all as more fully described in Section 8 of this Certificate.
(d) Formation and Maintenance of Merger Sub. Northgate has caused NTP Acquisition Sub, Inc. (Delaware File No. 7301524; EIN 93-2587401) to be duly formed and maintained in good standing under the laws of the State of Delaware solely for the purpose of effecting the Merger and the other transactions contemplated by the Merger Agreement. Merger Sub has not engaged in any activities, incurred any liabilities, or entered into any agreements or arrangements other than those incident to its formation and the execution, delivery, and performance of the Merger Agreement and the transactions contemplated thereby. Merger Sub has been maintained in corporate good standing and has not been dissolved, merged, consolidated, or otherwise terminated.
(e) Indemnification Escrow. Northgate has deposited, or will deposit at or prior to the Closing, $67,500,000 (the "Escrow Amount") into the indemnification escrow account established pursuant to Section 2.08 of the Merger Agreement with Clearfield Escrow Services, Inc., as escrow agent (the "Escrow Agent"), under the terms of the Escrow Agreement entered into by and among Northgate, the Stockholder Representative, and the Escrow Agent in connection with the Closing. The Escrow Amount represents nine percent (9%) of the aggregate Merger Consideration and is being deposited in accordance with the terms of the Merger Agreement and the Escrow Agreement.
(f) Third-Party Consents. Northgate has cooperated with Cascadia in all material respects in Cascadia's efforts to obtain third-party consents required under change of control provisions in contracts, agreements, licenses, and other instruments to which Cascadia is a party or by which its properties or assets are bound, as identified in Section 3.04 of the Cascadia Disclosure Letter and as otherwise required in connection with the consummation of the Merger. Such cooperation has included, without limitation, the provision of financial statements and other information regarding Northgate reasonably requested by counterparties to such contracts and agreements, participation in discussions and meetings with such counterparties as reasonably requested by Cascadia, and the execution and delivery of instruments, undertakings, and agreements reasonably requested by such counterparties and approved by Northgate (such approval not to be unreasonably withheld, conditioned, or delayed).
(g) Other Pre-Closing Covenants. Northgate and Merger Sub have performed and complied in all material respects with all other covenants and agreements required to be performed or complied with by them under the Merger Agreement at or prior to the Closing, including, without limitation, covenants regarding (I) non-solicitation of Cascadia employees, (II) the provision of notices and information to Cascadia as contemplated by the Merger Agreement, (III) public announcements and confidentiality obligations, (IV) cooperation in the preparation and filing of the proxy statement and the related solicitation of stockholder approvals, and (V) all other obligations of Northgate and Merger Sub under Article VI of the Merger Agreement.
Section 4. No Material Adverse Effect.
The undersigned hereby certifies that, since the date of the Merger Agreement (April 7, 2025) through and including the Closing Date, no event, change, occurrence, development, condition, circumstance, 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 with respect to Northgate or Merger Sub.
For purposes of this Certificate, the term "Material Adverse Effect" has the meaning ascribed to such term in the Merger Agreement, including the standard carve-outs set forth therein for (a) changes in general economic, financial, or market conditions, (b) changes generally affecting the telecommunications industry or the markets in which Northgate or its subsidiaries operate, (c) changes in applicable law, regulations, or accounting standards (including IFRS or GAAP), (d) effects arising from or related to pandemics, epidemics, or public health emergencies (including COVID-19 and any mutations or variants thereof), (e) effects arising from or related to acts of war, armed hostilities, sabotage, terrorism, or natural disasters, and (f) the announcement, pendency, or consummation of the Merger and the other transactions contemplated by the Merger Agreement; provided, however, that with respect to clauses (a), (b), (c), (d), and (e), such events, changes, occurrences, developments, conditions, circumstances, or states of facts shall not be excluded from the definition of "Material Adverse Effect" to the extent that they disproportionately affect Northgate and its subsidiaries, taken as a whole, relative to other participants in the telecommunications industry in which Northgate and its subsidiaries operate.
The undersigned confirms that, to his knowledge after due inquiry and investigation, no event, change, occurrence, development, condition, circumstance, or state of facts that would reasonably be expected to constitute, contribute to, or result in a Material Adverse Effect with respect to Northgate or Merger Sub is pending or threatened.
Section 5. No Litigation or Proceedings Preventing Closing.
The undersigned hereby certifies that, as of the Closing Date, there is no action, suit, claim, proceeding, arbitration, investigation, or other legal proceeding pending or, to the knowledge of the undersigned (after due inquiry and investigation), threatened in writing against Northgate or Merger Sub before any court, governmental authority, arbitral tribunal, or other body that would reasonably be expected to (a) prevent, enjoin, or materially delay the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement, (b) materially impair the ability of Northgate or Merger Sub to perform their respective obligations under the Merger Agreement or to consummate the Merger, or (c) result in the imposition of material damages or other material relief against Northgate or Merger Sub in connection with the Merger or the other transactions contemplated by the Merger Agreement.
The undersigned further certifies that no temporary restraining order, preliminary or permanent injunction, cease and desist order, or other order or decree has been issued by any court of competent jurisdiction or other governmental authority, and no statute, rule, regulation, executive order, or other legal restraint or prohibition has been enacted, entered, promulgated, or enforced by any governmental authority, in each case that is in effect and restrains, enjoins, prevents, prohibits, or otherwise makes illegal the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement.
Section 6. Financing Confirmation.
The undersigned hereby certifies that, as of the Closing Date, Northgate has available to it, or will have available to it at the Closing, sufficient funds in the aggregate to pay all amounts required to be paid by Northgate and Merger Sub in connection with the Merger and the other transactions contemplated by the Merger Agreement, including, without limitation:
(a) Aggregate Merger Consideration. The aggregate Merger Consideration of Seven Hundred Fifty Million Dollars ($750,000,000) in cash, payable to the holders of shares of common stock of Cascadia in accordance with Article II of the Merger Agreement;
(b) Payoff of Cascadia's Existing Indebtedness. All amounts necessary to repay, retire, redeem, defease, or otherwise satisfy in full at the Closing all of Cascadia's outstanding indebtedness required to be repaid, retired, redeemed, defeased, or otherwise satisfied in connection with the Merger, including:
(I) the term loan from Elkhorn Capital Markets, LLC to Cascadia, in the outstanding principal amount of approximately $82,600,000, plus a prepayment premium of 1.0% of the outstanding principal amount (approximately $826,000), plus accrued and unpaid interest through the Closing Date, to be repaid in full at the Closing in accordance with the payoff letter to be delivered by Elkhorn Capital Markets, LLC; and
(II) Cascadia's outstanding capital lease obligations, in the aggregate amount of approximately $12,300,000, to be satisfied in full at the Closing or assumed by the Surviving Corporation, as applicable, in accordance with the terms of the applicable lease agreements;
(c) Fees, Costs, and Expenses. All fees, costs, and expenses payable by Northgate in connection with the Merger and the related transactions, including advisory fees, legal fees, accounting fees, filing fees, transfer taxes, escrow fees, financing fees and expenses, and all other transaction-related costs and expenses.
The undersigned further certifies as follows with respect to the sources of funding available to Northgate:
(i) The Commitment Letter from Pinnacle Atlantic Bank, N.A. (as administrative agent) and the lending syndicate consisting of Commonwealth Trust Bank, Dralvecen National Bank, and Elkhorn Capital Markets, LLC, dated March 10, 2025 (Reference: PAB-CL-2025-03102), remains in full force and effect and has not been amended, modified, supplemented, terminated, or rescinded, and no party thereto has given notice of its intention to terminate or rescind the Commitment Letter. The commitments of the Lenders under the Commitment Letter have not been reduced, withdrawn, or otherwise modified. To the knowledge of the undersigned, no event has occurred that has resulted in, or would reasonably be expected to result in, a failure of any condition to funding under the Commitment Letter or the definitive financing documentation entered into in connection therewith. Northgate has no reason to believe that the funding contemplated by the Commitment Letter and the definitive financing documentation will not be available to Northgate on the Closing Date, and Northgate has received confirmation from Pinnacle Atlantic Bank, N.A., as administrative agent, that the Lenders stand ready to fund the Credit Facility on the Closing Date subject to the satisfaction of the conditions set forth in the definitive financing documentation.
(ii) Northgate's cash-on-hand contribution of $250,000,000 (the Equity Contribution) is available to Northgate as of the Closing Date, is held in unrestricted cash accounts of Northgate, and is not subject to any lien, encumbrance, condition, restriction, or other limitation that would prevent or delay its application to the payment of any portion of the Merger Consideration or the other amounts payable by Northgate in connection with the Closing.
Section 7. Organizational Standing and Authority.
The undersigned hereby certifies as follows:
(a) Northgate. Northgate Telecommunications PLC is duly organized, validly existing, and in good standing as a public limited company under the laws of England and Wales. Northgate has all requisite corporate power and authority to execute, deliver, and perform its obligations under the Merger Agreement and to consummate the Merger and the other transactions contemplated thereby. The execution, delivery, and performance of the Merger Agreement by Northgate, and the consummation by Northgate of the transactions contemplated thereby, have been duly authorized by all necessary corporate action on the part of Northgate, including the approval of the board of directors of Northgate (chaired by Dame Catherine Enright, DBE), and no other corporate proceedings or approvals on the part of Northgate are necessary to authorize the Merger Agreement or to consummate the transactions contemplated thereby.
(b) Merger Sub. NTP Acquisition Sub, Inc. is duly incorporated, validly existing, and in good standing as a corporation under the laws of the State of Delaware, with its registered agent located at Corporation Trust Associates, 1209 Orange Street, Wilmington, Delaware 19801. Merger Sub has all requisite corporate power and authority to execute, deliver, and perform its obligations under the Merger Agreement and to consummate the Merger and the other transactions contemplated thereby. The execution, delivery, and performance of the Merger Agreement by Merger Sub, and the consummation by Merger Sub of the transactions contemplated thereby, have been duly authorized by all necessary corporate action on the part of Merger Sub, including the approval of the sole director of Merger Sub and the written consent of Northgate as the sole stockholder of Merger Sub, and no other corporate proceedings or approvals on the part of Merger Sub are necessary to authorize the Merger Agreement or to consummate the transactions contemplated thereby.
Section 8. Regulatory Approvals.
The undersigned hereby certifies that all required regulatory approvals, governmental consents, and authorizations necessary for the consummation of the Merger and the other transactions contemplated by the Merger Agreement have been obtained, or the applicable waiting periods have expired or been terminated, and none of such approvals, consents, or authorizations contain any conditions, restrictions, or requirements that would constitute a Burdensome Condition (as defined in the Merger Agreement). Specifically:
(a) HSR Act. The waiting period applicable to the consummation of the Merger under the HSR Act has expired or early termination thereof has been granted by the Federal Trade Commission. No request for additional information or documentary material (a "Second Request") was issued by the Federal Trade Commission or the Antitrust Division of the United States Department of Justice in connection with the Merger, and no action, suit, or proceeding has been commenced or threatened by any governmental authority under the antitrust laws of the United States seeking to enjoin, restrain, or prohibit the consummation of the Merger.
(b) FCC Consent. The Federal Communications Commission has issued its consent to the transfer of control of Cascadia's international Section 214 authorization and related licenses from the existing stockholders of Cascadia to Northgate, and such consent has become a final order (or, if not a final order, has not been stayed, vacated, or reversed). No conditions have been imposed in connection with such consent that would constitute a Burdensome Condition.
(c) CFIUS Clearance. The Committee on Foreign Investment in the United States has issued clearance in respect of the Merger, or the applicable review period under Section 721 of the Defense Production Act of 1950, as amended, has lapsed without CFIUS having taken any action to impose conditions on, suspend, or prohibit the consummation of the Merger. No conditions have been imposed by CFIUS in connection with such clearance (or the lapse of the review period) that would constitute a Burdensome Condition.
(d) State PUC Approvals. The following state public utility commissions have granted their approval of, or issued orders of non-objection with respect to, the change of control of Cascadia resulting from the Merger:
(I) The Oregon Public Utility Commission (Oregon PUC);
(II) The Washington Utilities and Transportation Commission (Washington UTC);
(III) The Idaho Public Utilities Commission (Idaho PUC); and
(IV) The Public Utilities Commission of Nevada (Nevada PUC).
None of such state PUC approvals or orders contain any conditions, restrictions, or requirements that would constitute a Burdensome Condition or that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to Cascadia, Northgate, or the Surviving Corporation following the Closing.
The undersigned further certifies that, to his knowledge after due inquiry and investigation, no governmental authority has initiated, or threatened in writing to initiate, any action, suit, proceeding, or investigation seeking to prevent, enjoin, delay, or impose conditions on the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement, other than such actions, suits, proceedings, or investigations that have been resolved or terminated prior to the Closing Date.
Section 9. Disclaimer / Limitations.
This Certificate is delivered solely for the purposes of satisfying the conditions set forth in Section 7.03(c) of the Merger Agreement and is not intended to, and shall not, create or give rise to any rights, remedies, causes of action, or obligations of any kind other than as expressly set forth in the Merger Agreement. Without limiting the generality of the foregoing, nothing in this Certificate shall be deemed to expand, alter, amend, supplement, or limit the representations, warranties, covenants, or agreements of Northgate or Merger Sub set forth in the Merger Agreement, and in the event of any conflict or inconsistency between the terms of this Certificate and the terms of the Merger Agreement, the terms of the Merger Agreement shall control in all respects.
This Certificate is subject in all respects to the terms, conditions, and limitations set forth in the Merger Agreement, including Article IX thereof (regarding indemnification), Article X thereof (regarding termination), and Article XI thereof (regarding general provisions). The certifications set forth herein are made as of the date hereof and speak only as of the date hereof (except to the extent that any such certification expressly relates to a different date, in which case such certification speaks only as of such other date).
This Certificate, and any dispute, controversy, or claim arising out of or relating to this Certificate, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Officer's Certificate as of the date first written above.
NORTHGATE TELECOMMUNICATIONS PLC
By: ________
Name: Liam Sutherland
Title: Vice President, Corporate Development
Address: 14 Broadwick Place, London W1F 8HN, United Kingdom
Delivery Instructions:
This Certificate is to be delivered to:
Cascadia Fiber Networks, Inc.
Attention: Sandra Whitfield, General Counsel
2750 NW Thurman Street, Suite 400 Portland, OR 97210
with a copy (which shall not constitute notice) to:
Whitmore, Kessler & Braun LLP
Attention: Jonathan Kessler
1120 SW Quelston Street, Suite 800 Portland, OR 97205
Calderwood & Harkness LLP — Work Product Matter No. 1022-00006 Billing No. 78432.001 Draft prepared by Andrew Fitzpatrick; Reviewed by Oliver Mackenzie CONFIDENTIAL — ATTORNEY WORK PRODUCT

OFFICER'S CERTIFICATE OF NORTHGATE TELECOMMUNICATIONS PLC

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NORTHGATE TELECOMMUNICATIONS PLC

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