1022-00006 · Northgate Telecommunications PLC · Ancillary Documents

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

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SECRETARY'S CERTIFICATE OF CASCADIA FIBER NETWORKS, INC.

Delivered pursuant to Section 7.02(c) of the Agreement and Plan of Merger, dated as of April 7, 2025 (the "Merger Agreement"), among Northgate Telecommunications PLC, a public limited company organized under the laws of England and Wales ("Parent"), NTP Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Cascadia Fiber Networks, Inc., a Delaware corporation (the "Company")

Dated: [●], 2025

The undersigned, Sandra Whitfield, hereby certifies that she is the duly appointed General Counsel and acting Secretary of Cascadia Fiber Networks, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Company"), with its principal place of business located at 2750 NW Thurman Street, Suite 400, Portland, Oregon 97210, Delaware File Number 5197843, and Federal Employer Identification Number 45-6128937.

The undersigned is authorized to execute and deliver this Secretary's Certificate (this "Certificate") in connection with the closing (the "Closing") of the transactions contemplated by the Merger Agreement, including the forward merger (the "Merger") of NTP Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent, with and into the Company pursuant to Section 251 of the General Corporation Law of the State of Delaware, as amended (the "DGCL"), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Surviving Corporation"), in exchange for aggregate merger consideration of Seven Hundred Fifty Million Dollars ($750,000,000) payable in cash (the "Merger Consideration").

This Certificate is being delivered as a condition to the obligations of Parent and Merger Sub to consummate the Merger pursuant to Section 7.02(c) of the Merger Agreement. The undersigned has access to the corporate books and records of the Company and is familiar with the matters set forth herein. Capitalized terms used but not otherwise defined in this Certificate shall have the meanings ascribed to such terms in the Merger Agreement.

The undersigned hereby certifies, on behalf of the Company and not in her individual capacity, as follows:

Section 1. Certificate of Incorporation

Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of Cascadia Fiber Networks, Inc., as amended, restated, supplemented, or otherwise modified to date and as currently in effect as of the date hereof (the "Charter"). The Charter was originally filed with the Secretary of State of the State of Delaware on September 14, 2011, in connection with the founding and incorporation of the Company. Since the date of the original filing, the Charter has been amended from time to time, and the copy attached as Exhibit A reflects all such amendments through and including the date hereof.

No amendments, supplements, restatements, or other modifications to the Charter have been filed with the Secretary of State of the State of Delaware or adopted by the Board of Directors of the Company (the "Board") or the stockholders of the Company since the date of the Merger Agreement that have not been previously disclosed to Parent in writing. No proceedings are pending, or to the knowledge of the undersigned, threatened, to amend, supplement, restate, or otherwise modify the Charter, other than as expressly contemplated by the Merger Agreement.

The undersigned further certifies that, upon the effectiveness of the Merger and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, the Charter shall be amended and restated in its entirety in the form of the Amended and Restated Certificate of Incorporation of the Surviving Corporation attached as Exhibit A to the Merger Agreement, as contemplated by Section 2.05(a) of the Merger Agreement, and such amended and restated certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms, the DGCL, and the Merger Agreement.

Section 2. Bylaws

Attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Cascadia Fiber Networks, Inc., as amended, restated, supplemented, or otherwise modified to date and as currently in effect as of the date hereof (the "Bylaws").

No amendments, supplements, restatements, or other modifications to the Bylaws have been adopted by the Board or the stockholders of the Company since the date of the Merger Agreement that have not been previously disclosed to Parent in writing. No proceedings are pending, or to the knowledge of the undersigned, threatened, to amend, supplement, restate, or otherwise modify the Bylaws, other than as expressly contemplated by the Merger Agreement.

The undersigned further certifies that, upon the effectiveness of the Merger, the Bylaws shall be amended and restated in their entirety in the form of the Amended and Restated Bylaws of the Surviving Corporation attached as Exhibit B to the Merger Agreement, as contemplated by Section 2.05(b) of the Merger Agreement, and such amended and restated bylaws shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the Charter (as amended and restated), and the DGCL.

Section 3. Board Resolutions Approving the Merger

Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Board Resolutions") duly adopted by the Board at a meeting of the Board duly called and held on April 4, 2025, at which a quorum of directors was present and acting throughout, in accordance with the Charter, the Bylaws, and the DGCL. The Board Resolutions were adopted by the unanimous vote of all directors present and voting at such meeting.

The following members of the Board were present at such meeting and voted in favor of the adoption of the Board Resolutions:

The undersigned certifies that the Board Resolutions, among other things, provide that the Board:

(a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of the Company and its stockholders, after due consideration of all relevant factors, including the opinion of Copperfield Zanthor & Partners as to the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of shares of common stock of the Company (other than Excluded Shares and Dissenting Shares, each as defined in the Merger Agreement);

(b) approved and adopted the Merger Agreement and the forward merger of NTP Acquisition Sub, Inc. with and into the Company pursuant to Section 251 of the DGCL, with the Company continuing as the Surviving Corporation and a wholly owned subsidiary of Parent;

(c) approved the aggregate Merger Consideration of Seven Hundred Fifty Million Dollars ($750,000,000), payable entirely in cash, representing an implied per-share price of approximately Fifteen Dollars and Seventy-Nine Cents ($15.79) based on 47,500,000 shares of common stock of the Company outstanding on a fully diluted basis (taking into account all outstanding options, warrants, restricted stock units, and other equity awards);

(d) directed that the Merger Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval at a special meeting of stockholders to be duly called and held for such purpose, or by written consent in lieu of a meeting, in accordance with the Charter, the Bylaws, and the DGCL;

(e) resolved to recommend that the stockholders of the Company vote in favor of the adoption of the Merger Agreement and the approval of the Merger (the "Board Recommendation");

(f) approved the Escrow Agreement, dated as of the date of the Merger Agreement, by and among Parent, the Company, Clive Atherton, as Stockholder Representative, and Clearfield Escrow Services, Inc., as escrow agent (the "Escrow Agreement"), providing for the establishment of an indemnification escrow fund in the amount of Sixty-Seven Million Five Hundred Thousand Dollars ($67,500,000) (representing nine percent (9%) of the aggregate Merger Consideration) to be held and disbursed in accordance with the terms of the Escrow Agreement and Article IX of the Merger Agreement;

(g) approved the appointment of Clive Atherton as the Stockholder Representative, to act on behalf of the Company's stockholders with respect to all post-Closing matters under the Merger Agreement and the Escrow Agreement, including all matters relating to indemnification claims, escrow disbursements, purchase price adjustments, and any related disputes;

(h) approved the engagement of Copperfield Zanthor & Partners as financial advisor to the Company in connection with the Merger and the transactions contemplated by the Merger Agreement, and the engagement of Whitmore, Kessler & Braun LLP as legal counsel to the Company in connection with the Merger and the transactions contemplated by the Merger Agreement;

(i) approved the engagement of Alderman Proxy Advisors, LLC as proxy solicitor to assist the Company in soliciting proxies from the stockholders of the Company in connection with the stockholder vote on the adoption of the Merger Agreement and the approval of the Merger; and

(j) authorized and empowered the officers of the Company, including without limitation the Chief Executive Officer, the Chief Financial Officer, and the General Counsel, acting singly or jointly, to execute, deliver, and perform, on behalf of and in the name of the Company, all documents, agreements, certificates, instruments, and filings as any such officer may deem necessary, advisable, or appropriate to consummate the Merger and the other transactions contemplated by the Merger Agreement, with such changes, modifications, and amendments thereto as the officer or officers executing the same shall approve, such execution to be conclusive evidence of such approval.

The undersigned further certifies that the Board Resolutions have not been amended, modified, rescinded, supplemented, or revoked in any respect since their adoption, and remain in full force and effect as of the date of this Certificate. No other resolutions have been adopted by the Board relating to the Merger Agreement or the transactions contemplated thereby that would be inconsistent with, or that would limit or qualify, the Board Resolutions.

Section 4. Stockholder Approval

Attached hereto as Exhibit D is a true, correct, and complete copy of evidence of the approval and adoption of the Merger Agreement by the stockholders of the Company (the "Stockholder Approval"), including the certified results of the stockholder vote taken at a special meeting of stockholders of the Company duly called and held for such purpose.

Pursuant to Section 251(c) of the DGCL, the Charter, and the Bylaws, the adoption of the Merger Agreement required the affirmative vote of the holders of a majority of the outstanding shares of common stock of the Company entitled to vote thereon. As of the record date established by the Board for the special meeting of stockholders (the "Record Date"), there were 47,500,000 shares of common stock of the Company outstanding on a fully diluted basis. Accordingly, the affirmative vote of holders of more than 23,750,000 shares of common stock was required to adopt the Merger Agreement and approve the Merger (the "Majority Threshold").

The following major stockholders of the Company voted all of their respective shares of common stock in favor of the adoption of the Merger Agreement and the approval of the Merger, pursuant to the terms of the Voting and Support Agreements entered into by each such stockholder concurrently with the execution and delivery of the Merger Agreement:

The combined total of 28,547,500 shares voted in favor of the Merger Agreement by the holders party to the Voting and Support Agreements alone exceeded the Majority Threshold of more than 23,750,000 shares.

The undersigned further certifies that, in addition to the shares subject to the Voting and Support Agreements, additional shares of common stock of the Company were voted at the special meeting of stockholders in favor of the adoption of the Merger Agreement and the approval of the Merger, and the Merger Agreement was duly and validly adopted, and the Merger was duly and validly approved, by the requisite vote of the stockholders of the Company in accordance with the DGCL, the Charter, and the Bylaws.

The undersigned further certifies that proper notice of the special meeting of stockholders was duly and timely given to all stockholders of record entitled to vote thereat, in accordance with the Charter, the Bylaws, Section 222 of the DGCL, and the Merger Agreement, and that a quorum of stockholders was present in person or represented by proxy at such special meeting throughout the conduct of all business transacted thereat.

Section 5. Incumbency and Authority of Officers

The undersigned hereby certifies the names, titles, and genuine signatures of each officer of the Company who is authorized to execute, deliver, and perform, on behalf of and in the name of the Company, any and all documents, agreements, certificates, and instruments in connection with the Closing of the Merger and the other transactions contemplated by the Merger Agreement, as set forth below:

The undersigned certifies that each officer identified above has been duly elected or appointed to the office set forth opposite such officer's name, is duly qualified and authorized to act in such capacity, and is serving in such capacity as of the date of this Certificate. No such officer has been removed from office or has resigned from such position since the date of the Merger Agreement, and no proceedings are pending or, to the knowledge of the undersigned, threatened, for the removal of any such officer.

The undersigned further certifies that each such officer identified above is duly authorized to execute, on behalf of and in the name of the Company, all Closing deliverables and other documents required to be executed and delivered by the Company in connection with the Closing, including without limitation: (i) the Officer's Certificate required to be delivered pursuant to Section 7.02(a) of the Merger Agreement; (ii) the certificate of non-foreign status required pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations (the "FIRPTA Certificate"), which shall be executed by Tobias Engel in his capacity as Chief Financial Officer of the Company; (iii) the Certificate of Merger to be filed with the Secretary of State of the State of Delaware; (iv) this Secretary's Certificate; and (v) all other agreements, instruments, certificates, and documents required to be executed and delivered by the Company pursuant to the terms of the Merger Agreement or reasonably requested by Parent or Merger Sub in connection with the Closing.

Section 6. Good Standing

The undersigned hereby certifies that the Company is a corporation validly existing and in good standing under the laws of the State of Delaware. Attached hereto as Exhibit E is a certificate of good standing (or certificate of status) of the Company issued by the Secretary of State of the State of Delaware, dated within five (5) business days of the date of the Closing.

The undersigned further certifies that the Company is duly qualified to transact business as a foreign corporation and is in good standing (or its equivalent) in each jurisdiction where the nature of its business or the ownership, leasing, or operation of its properties and assets requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is duly qualified to transact business and is in good standing in each of the following jurisdictions, in which the Company operates approximately 4,800 route miles of fiber-optic telecommunications network and related infrastructure:

(a) the State of Oregon;

(b) the State of Washington;

(d) the State of Nevada.

Section 7. No Dissolution or Winding Up

The undersigned hereby certifies that no action has been taken by the Board, the stockholders of the Company, or any other Person, and no action is contemplated by the Board or any officer of the Company, to dissolve, wind up, or liquidate the Company or to distribute the assets of the Company to its stockholders or creditors, whether voluntarily or involuntarily. No certificate of dissolution has been filed or authorized to be filed with the Secretary of State of the State of Delaware. No petition or proceeding has been filed or instituted by or against the Company, and no petition or proceeding is pending or, to the knowledge of the undersigned, threatened, for the dissolution, winding up, liquidation, reorganization, or receivership of the Company under any applicable federal, state, or foreign bankruptcy, insolvency, or similar law.

Section 8. Additional Certifications

The undersigned further certifies as follows:

(a) To the knowledge of the undersigned, no event, occurrence, development, circumstance, change, or effect has occurred since the date of the Merger Agreement that, individually or in the aggregate, would cause the representations and warranties of the Company contained in Article IV of the Merger Agreement to be untrue or incorrect in any material respect as of the date of this Certificate (or, in the case of representations and warranties that are qualified by materiality or Material Adverse Effect, to be untrue or incorrect in any respect), or that would give rise to a failure of any condition set forth in Section 7.02 of the Merger Agreement.

(b) All corporate and other organizational actions required to be taken by or on behalf of the Company as conditions to the Closing under the Merger Agreement, including all actions required to be taken by the Board and the stockholders of the Company, have been duly and validly taken in accordance with the DGCL, the Charter, the Bylaws, and the Merger Agreement, and no further corporate action on the part of the Company, the Board, or the stockholders of the Company is required to authorize the consummation of the Merger and the other transactions contemplated by the Merger Agreement.

Exhibit List

The following exhibits are attached hereto and incorporated herein by reference:

Acknowledgment and Verification

The undersigned is personally familiar with the matters set forth in this Certificate and makes this certification in her capacity as General Counsel and acting Secretary of the Company, and not in her individual capacity. The undersigned hereby affirms and certifies that the statements, representations, and certifications set forth in this Certificate are true and correct in all respects to the best of her knowledge, information, and belief, after due inquiry and investigation, and that she has made such examination of the corporate books and records, minute books, and other documents of the Company as she has deemed necessary and appropriate in order to render this Certificate.

The undersigned acknowledges that Parent and Merger Sub are relying upon this Certificate, and the truth, accuracy, and completeness of the statements, representations, and certifications contained herein, as a material inducement to consummate the Merger and the other transactions contemplated by the Merger Agreement and to fulfill the conditions to Closing set forth in Section 7.02(c) of the Merger Agreement. The undersigned further acknowledges that this Certificate shall survive the Closing and remain in full force and effect following the effectiveness of the Merger.

[Signature Page Follows]

[Signature Page to Secretary's Certificate of Cascadia Fiber Networks, Inc.]

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the date first written above.

CASCADIA FIBER NETWORKS, INC.

By: ________

Name: Sandra Whitfield

Title: General Counsel and Acting Secretary

Address:

2750 NW Thurman Street, Suite 400 Portland, Oregon 97210

[Exhibits A through E to follow]

Director	Title / Designation
Derek Holmgren	Chief Executive Officer & Co-Founder; Director
Priya Ramachandran	Chief Technology Officer & Co-Founder; Director
Clive Atherton	Board Chair; Designee of Timberline Growth Partners, LP
Rebecca Montrose	Director; Designee of Ridgecrest Venture Fund III, LP
Gerald Foss	Independent Director
Diane Okamoto	Independent Director
Stockholder	Shares Held	Percentage of Outstanding Shares
Timberline Growth Partners, LP	20,092,500	42.3%
Ridgecrest Venture Fund III, LP	8,455,000	17.8%
Combined Total	28,547,500	60.1%
Name	Title	Specimen Signature
Derek Holmgren	Chief Executive Officer & Co-Founder	_____
Priya Ramachandran	Chief Technology Officer & Co-Founder	_____
Tobias Engel	Chief Financial Officer	_____
Sandra Whitfield	General Counsel (acting as Secretary)	_____
Exhibit	Description
Exhibit A	Certificate of Incorporation of Cascadia Fiber Networks, Inc. (as amended to date)
Exhibit B	Bylaws of Cascadia Fiber Networks, Inc. (as amended to date)
Exhibit C	Resolutions of the Board of Directors approving the Merger Agreement and the Merger
Exhibit D	Evidence of Stockholder Approval (certified results of stockholder vote)
Exhibit E	Certificate of Good Standing from the Secretary of State of the State of Delaware

SECRETARY'S CERTIFICATE OF CASCADIA FIBER NETWORKS, INC.
Delivered pursuant to Section 7.02(c) of the Agreement and Plan of Merger, dated as of April 7, 2025 (the "Merger Agreement"), among Northgate Telecommunications PLC, a public limited company organized under the laws of England and Wales ("Parent"), NTP Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Cascadia Fiber Networks, Inc., a Delaware corporation (the "Company")
Dated: [●], 2025
The undersigned, Sandra Whitfield, hereby certifies that she is the duly appointed General Counsel and acting Secretary of Cascadia Fiber Networks, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Company"), with its principal place of business located at 2750 NW Thurman Street, Suite 400, Portland, Oregon 97210, Delaware File Number 5197843, and Federal Employer Identification Number 45-6128937.
The undersigned is authorized to execute and deliver this Secretary's Certificate (this "Certificate") in connection with the closing (the "Closing") of the transactions contemplated by the Merger Agreement, including the forward merger (the "Merger") of NTP Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent, with and into the Company pursuant to Section 251 of the General Corporation Law of the State of Delaware, as amended (the "DGCL"), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Surviving Corporation"), in exchange for aggregate merger consideration of Seven Hundred Fifty Million Dollars ($750,000,000) payable in cash (the "Merger Consideration").
This Certificate is being delivered as a condition to the obligations of Parent and Merger Sub to consummate the Merger pursuant to Section 7.02(c) of the Merger Agreement. The undersigned has access to the corporate books and records of the Company and is familiar with the matters set forth herein. Capitalized terms used but not otherwise defined in this Certificate shall have the meanings ascribed to such terms in the Merger Agreement.
The undersigned hereby certifies, on behalf of the Company and not in her individual capacity, as follows:
Section 1. Certificate of Incorporation
Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of Cascadia Fiber Networks, Inc., as amended, restated, supplemented, or otherwise modified to date and as currently in effect as of the date hereof (the "Charter"). The Charter was originally filed with the Secretary of State of the State of Delaware on September 14, 2011, in connection with the founding and incorporation of the Company. Since the date of the original filing, the Charter has been amended from time to time, and the copy attached as Exhibit A reflects all such amendments through and including the date hereof.
No amendments, supplements, restatements, or other modifications to the Charter have been filed with the Secretary of State of the State of Delaware or adopted by the Board of Directors of the Company (the "Board") or the stockholders of the Company since the date of the Merger Agreement that have not been previously disclosed to Parent in writing. No proceedings are pending, or to the knowledge of the undersigned, threatened, to amend, supplement, restate, or otherwise modify the Charter, other than as expressly contemplated by the Merger Agreement.
The undersigned further certifies that, upon the effectiveness of the Merger and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, the Charter shall be amended and restated in its entirety in the form of the Amended and Restated Certificate of Incorporation of the Surviving Corporation attached as Exhibit A to the Merger Agreement, as contemplated by Section 2.05(a) of the Merger Agreement, and such amended and restated certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms, the DGCL, and the Merger Agreement.
Section 2. Bylaws
Attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Cascadia Fiber Networks, Inc., as amended, restated, supplemented, or otherwise modified to date and as currently in effect as of the date hereof (the "Bylaws").
No amendments, supplements, restatements, or other modifications to the Bylaws have been adopted by the Board or the stockholders of the Company since the date of the Merger Agreement that have not been previously disclosed to Parent in writing. No proceedings are pending, or to the knowledge of the undersigned, threatened, to amend, supplement, restate, or otherwise modify the Bylaws, other than as expressly contemplated by the Merger Agreement.
The undersigned further certifies that, upon the effectiveness of the Merger, the Bylaws shall be amended and restated in their entirety in the form of the Amended and Restated Bylaws of the Surviving Corporation attached as Exhibit B to the Merger Agreement, as contemplated by Section 2.05(b) of the Merger Agreement, and such amended and restated bylaws shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the Charter (as amended and restated), and the DGCL.
Section 3. Board Resolutions Approving the Merger
Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Board Resolutions") duly adopted by the Board at a meeting of the Board duly called and held on April 4, 2025, at which a quorum of directors was present and acting throughout, in accordance with the Charter, the Bylaws, and the DGCL. The Board Resolutions were adopted by the unanimous vote of all directors present and voting at such meeting.
The following members of the Board were present at such meeting and voted in favor of the adoption of the Board Resolutions:
The undersigned certifies that the Board Resolutions, among other things, provide that the Board:
(a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of the Company and its stockholders, after due consideration of all relevant factors, including the opinion of Copperfield Zanthor & Partners as to the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of shares of common stock of the Company (other than Excluded Shares and Dissenting Shares, each as defined in the Merger Agreement);
(b) approved and adopted the Merger Agreement and the forward merger of NTP Acquisition Sub, Inc. with and into the Company pursuant to Section 251 of the DGCL, with the Company continuing as the Surviving Corporation and a wholly owned subsidiary of Parent;
(c) approved the aggregate Merger Consideration of Seven Hundred Fifty Million Dollars ($750,000,000), payable entirely in cash, representing an implied per-share price of approximately Fifteen Dollars and Seventy-Nine Cents ($15.79) based on 47,500,000 shares of common stock of the Company outstanding on a fully diluted basis (taking into account all outstanding options, warrants, restricted stock units, and other equity awards);
(d) directed that the Merger Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval at a special meeting of stockholders to be duly called and held for such purpose, or by written consent in lieu of a meeting, in accordance with the Charter, the Bylaws, and the DGCL;
(e) resolved to recommend that the stockholders of the Company vote in favor of the adoption of the Merger Agreement and the approval of the Merger (the "Board Recommendation");
(f) approved the Escrow Agreement, dated as of the date of the Merger Agreement, by and among Parent, the Company, Clive Atherton, as Stockholder Representative, and Clearfield Escrow Services, Inc., as escrow agent (the "Escrow Agreement"), providing for the establishment of an indemnification escrow fund in the amount of Sixty-Seven Million Five Hundred Thousand Dollars ($67,500,000) (representing nine percent (9%) of the aggregate Merger Consideration) to be held and disbursed in accordance with the terms of the Escrow Agreement and Article IX of the Merger Agreement;
(g) approved the appointment of Clive Atherton as the Stockholder Representative, to act on behalf of the Company's stockholders with respect to all post-Closing matters under the Merger Agreement and the Escrow Agreement, including all matters relating to indemnification claims, escrow disbursements, purchase price adjustments, and any related disputes;
(h) approved the engagement of Copperfield Zanthor & Partners as financial advisor to the Company in connection with the Merger and the transactions contemplated by the Merger Agreement, and the engagement of Whitmore, Kessler & Braun LLP as legal counsel to the Company in connection with the Merger and the transactions contemplated by the Merger Agreement;
(i) approved the engagement of Alderman Proxy Advisors, LLC as proxy solicitor to assist the Company in soliciting proxies from the stockholders of the Company in connection with the stockholder vote on the adoption of the Merger Agreement and the approval of the Merger; and
(j) authorized and empowered the officers of the Company, including without limitation the Chief Executive Officer, the Chief Financial Officer, and the General Counsel, acting singly or jointly, to execute, deliver, and perform, on behalf of and in the name of the Company, all documents, agreements, certificates, instruments, and filings as any such officer may deem necessary, advisable, or appropriate to consummate the Merger and the other transactions contemplated by the Merger Agreement, with such changes, modifications, and amendments thereto as the officer or officers executing the same shall approve, such execution to be conclusive evidence of such approval.
The undersigned further certifies that the Board Resolutions have not been amended, modified, rescinded, supplemented, or revoked in any respect since their adoption, and remain in full force and effect as of the date of this Certificate. No other resolutions have been adopted by the Board relating to the Merger Agreement or the transactions contemplated thereby that would be inconsistent with, or that would limit or qualify, the Board Resolutions.
Section 4. Stockholder Approval
Attached hereto as Exhibit D is a true, correct, and complete copy of evidence of the approval and adoption of the Merger Agreement by the stockholders of the Company (the "Stockholder Approval"), including the certified results of the stockholder vote taken at a special meeting of stockholders of the Company duly called and held for such purpose.
Pursuant to Section 251(c) of the DGCL, the Charter, and the Bylaws, the adoption of the Merger Agreement required the affirmative vote of the holders of a majority of the outstanding shares of common stock of the Company entitled to vote thereon. As of the record date established by the Board for the special meeting of stockholders (the "Record Date"), there were 47,500,000 shares of common stock of the Company outstanding on a fully diluted basis. Accordingly, the affirmative vote of holders of more than 23,750,000 shares of common stock was required to adopt the Merger Agreement and approve the Merger (the "Majority Threshold").
The following major stockholders of the Company voted all of their respective shares of common stock in favor of the adoption of the Merger Agreement and the approval of the Merger, pursuant to the terms of the Voting and Support Agreements entered into by each such stockholder concurrently with the execution and delivery of the Merger Agreement:
The combined total of 28,547,500 shares voted in favor of the Merger Agreement by the holders party to the Voting and Support Agreements alone exceeded the Majority Threshold of more than 23,750,000 shares.
The undersigned further certifies that, in addition to the shares subject to the Voting and Support Agreements, additional shares of common stock of the Company were voted at the special meeting of stockholders in favor of the adoption of the Merger Agreement and the approval of the Merger, and the Merger Agreement was duly and validly adopted, and the Merger was duly and validly approved, by the requisite vote of the stockholders of the Company in accordance with the DGCL, the Charter, and the Bylaws.
The undersigned further certifies that proper notice of the special meeting of stockholders was duly and timely given to all stockholders of record entitled to vote thereat, in accordance with the Charter, the Bylaws, Section 222 of the DGCL, and the Merger Agreement, and that a quorum of stockholders was present in person or represented by proxy at such special meeting throughout the conduct of all business transacted thereat.
Section 5. Incumbency and Authority of Officers
The undersigned hereby certifies the names, titles, and genuine signatures of each officer of the Company who is authorized to execute, deliver, and perform, on behalf of and in the name of the Company, any and all documents, agreements, certificates, and instruments in connection with the Closing of the Merger and the other transactions contemplated by the Merger Agreement, as set forth below:
The undersigned certifies that each officer identified above has been duly elected or appointed to the office set forth opposite such officer's name, is duly qualified and authorized to act in such capacity, and is serving in such capacity as of the date of this Certificate. No such officer has been removed from office or has resigned from such position since the date of the Merger Agreement, and no proceedings are pending or, to the knowledge of the undersigned, threatened, for the removal of any such officer.
The undersigned further certifies that each such officer identified above is duly authorized to execute, on behalf of and in the name of the Company, all Closing deliverables and other documents required to be executed and delivered by the Company in connection with the Closing, including without limitation: (i) the Officer's Certificate required to be delivered pursuant to Section 7.02(a) of the Merger Agreement; (ii) the certificate of non-foreign status required pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations (the "FIRPTA Certificate"), which shall be executed by Tobias Engel in his capacity as Chief Financial Officer of the Company; (iii) the Certificate of Merger to be filed with the Secretary of State of the State of Delaware; (iv) this Secretary's Certificate; and (v) all other agreements, instruments, certificates, and documents required to be executed and delivered by the Company pursuant to the terms of the Merger Agreement or reasonably requested by Parent or Merger Sub in connection with the Closing.
Section 6. Good Standing
The undersigned hereby certifies that the Company is a corporation validly existing and in good standing under the laws of the State of Delaware. Attached hereto as Exhibit E is a certificate of good standing (or certificate of status) of the Company issued by the Secretary of State of the State of Delaware, dated within five (5) business days of the date of the Closing.
The undersigned further certifies that the Company is duly qualified to transact business as a foreign corporation and is in good standing (or its equivalent) in each jurisdiction where the nature of its business or the ownership, leasing, or operation of its properties and assets requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is duly qualified to transact business and is in good standing in each of the following jurisdictions, in which the Company operates approximately 4,800 route miles of fiber-optic telecommunications network and related infrastructure:
(a) the State of Oregon;
(b) the State of Washington;
(c) the State of Idaho; and
(d) the State of Nevada.
Section 7. No Dissolution or Winding Up
The undersigned hereby certifies that no action has been taken by the Board, the stockholders of the Company, or any other Person, and no action is contemplated by the Board or any officer of the Company, to dissolve, wind up, or liquidate the Company or to distribute the assets of the Company to its stockholders or creditors, whether voluntarily or involuntarily. No certificate of dissolution has been filed or authorized to be filed with the Secretary of State of the State of Delaware. No petition or proceeding has been filed or instituted by or against the Company, and no petition or proceeding is pending or, to the knowledge of the undersigned, threatened, for the dissolution, winding up, liquidation, reorganization, or receivership of the Company under any applicable federal, state, or foreign bankruptcy, insolvency, or similar law.
Section 8. Additional Certifications
The undersigned further certifies as follows:
(a) To the knowledge of the undersigned, no event, occurrence, development, circumstance, change, or effect has occurred since the date of the Merger Agreement that, individually or in the aggregate, would cause the representations and warranties of the Company contained in Article IV of the Merger Agreement to be untrue or incorrect in any material respect as of the date of this Certificate (or, in the case of representations and warranties that are qualified by materiality or Material Adverse Effect, to be untrue or incorrect in any respect), or that would give rise to a failure of any condition set forth in Section 7.02 of the Merger Agreement.
(b) All corporate and other organizational actions required to be taken by or on behalf of the Company as conditions to the Closing under the Merger Agreement, including all actions required to be taken by the Board and the stockholders of the Company, have been duly and validly taken in accordance with the DGCL, the Charter, the Bylaws, and the Merger Agreement, and no further corporate action on the part of the Company, the Board, or the stockholders of the Company is required to authorize the consummation of the Merger and the other transactions contemplated by the Merger Agreement.
Exhibit List
The following exhibits are attached hereto and incorporated herein by reference:
Acknowledgment and Verification
The undersigned is personally familiar with the matters set forth in this Certificate and makes this certification in her capacity as General Counsel and acting Secretary of the Company, and not in her individual capacity. The undersigned hereby affirms and certifies that the statements, representations, and certifications set forth in this Certificate are true and correct in all respects to the best of her knowledge, information, and belief, after due inquiry and investigation, and that she has made such examination of the corporate books and records, minute books, and other documents of the Company as she has deemed necessary and appropriate in order to render this Certificate.
The undersigned acknowledges that Parent and Merger Sub are relying upon this Certificate, and the truth, accuracy, and completeness of the statements, representations, and certifications contained herein, as a material inducement to consummate the Merger and the other transactions contemplated by the Merger Agreement and to fulfill the conditions to Closing set forth in Section 7.02(c) of the Merger Agreement. The undersigned further acknowledges that this Certificate shall survive the Closing and remain in full force and effect following the effectiveness of the Merger.
[Signature Page Follows]
[Signature Page to Secretary's Certificate of Cascadia Fiber Networks, Inc.]
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the date first written above.
CASCADIA FIBER NETWORKS, INC.
By: ________
Name: Sandra Whitfield
Title: General Counsel and Acting Secretary
Address:
2750 NW Thurman Street, Suite 400 Portland, Oregon 97210
[Exhibits A through E to follow]
Director | Title / Designation
Derek Holmgren | Chief Executive Officer & Co-Founder; Director
Priya Ramachandran | Chief Technology Officer & Co-Founder; Director
Clive Atherton | Board Chair; Designee of Timberline Growth Partners, LP
Rebecca Montrose | Director; Designee of Ridgecrest Venture Fund III, LP
Gerald Foss | Independent Director
Diane Okamoto | Independent Director
Stockholder | Shares Held | Percentage of Outstanding Shares
Timberline Growth Partners, LP | 20,092,500 | 42.3%
Ridgecrest Venture Fund III, LP | 8,455,000 | 17.8%
Combined Total | 28,547,500 | 60.1%
Name | Title | Specimen Signature
Derek Holmgren | Chief Executive Officer & Co-Founder | _____
Priya Ramachandran | Chief Technology Officer & Co-Founder | _____
Tobias Engel | Chief Financial Officer | _____
Sandra Whitfield | General Counsel (acting as Secretary) | _____
Exhibit | Description
Exhibit A | Certificate of Incorporation of Cascadia Fiber Networks, Inc. (as amended to date)
Exhibit B | Bylaws of Cascadia Fiber Networks, Inc. (as amended to date)
Exhibit C | Resolutions of the Board of Directors approving the Merger Agreement and the Merger
Exhibit D | Evidence of Stockholder Approval (certified results of stockholder vote)
Exhibit E | Certificate of Good Standing from the Secretary of State of the State of Delaware

SECRETARY'S CERTIFICATE OF CASCADIA FIBER NETWORKS, INC.

CASCADIA FIBER NETWORKS, INC.

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