1022-00006 · Northgate Telecommunications PLC · Diligence

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MEMORANDUM

PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT

To: Oliver Mackenzie, Responsible Partner, Mergers & Acquisitions, Calderwood & Harkness LLP Andrew Fitzpatrick, Lead Associate, Mergers & Acquisitions, Calderwood & Harkness LLP

From: Naomi Petersen, Working Associate, Mergers & Acquisitions, Calderwood & Harkness LLP

Date: March 24, 2025

Re: intellectual Property Due Diligence — Cascadia Fiber Networks, Inc.

Matter No.: 1022-00006

Billing No.: 78432.001

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I. Executive Summary

This memorandum summarizes the findings of the intellectual property due diligence review conducted by Calderwood & Harkness LLP ("C&H") in connection with the proposed acquisition of Cascadia Fiber Networks, Inc. ("Cascadia" or "CFN"), the target company, by Northgate Telecommunications PLC ("Northgate" or "NTP") through NTP Acquisition Sub, Inc. ("Acquisition Sub"), pursuant to a proposed all-cash forward merger with an aggregate equity consideration of approximately $750,000,000 (the "Transaction"). This memorandum has been prepared at the direction of the deal team and is intended to inform the negotiation of the Agreement and Plan of Merger (the "Merger Agreement"), the preparation and review of disclosure schedules, and the assessment of IP-related risks associated with the Transaction.

Scope of Review. Our review encompassed Cascadia's intellectual property portfolio in its entirety, including: (i) issued and pending United States patents; (ii) registered and common law trademarks and service marks; (iii) domain name registrations; (iv) copyrightable works; (v) trade secrets and confidential business information; (vi) proprietary software, including Cascadia's internally-developed FiberCommand platform; and (vii) material IP-related agreements, including inbound and outbound licenses, co-development agreements, and employee and contractor intellectual property assignment agreements. In addition, we have conducted a preliminary assessment of the compatibility and integration considerations between Cascadia's FiberCommand platform and Northgate's NetOrchestra SaaS platform deployment strategy, which is a stated strategic rationale for the Transaction.

Overall Assessment. Cascadia's intellectual property portfolio is generally consistent with what would be expected of a regional fiber-optic infrastructure operator of its scale and maturity. Cascadia operates approximately 4,800 route miles of fiber-optic network across the states of Oregon, Washington, Idaho, and northern Nevada. The company employs approximately 620 individuals and generated $187.4 million in revenue for the fiscal year ended December 31, 2024. Its IP portfolio includes a modest but focused collection of seven (7) issued U.S. utility patents and three (3) pending U.S. patent applications related to network provisioning, fiber management, and wavelength optimization technologies. The company has developed and maintains a proprietary network management and provisioning software platform branded "FiberCommand," which serves as both an internal operational tool and a value-added service licensed to select enterprise and wholesale customers. Cascadia also holds four (4) active U.S. trademark registrations, maintains several domain name registrations, and relies upon trade secret protection for certain core technologies and proprietary data.

Key Open Issues. While no material showstoppers have been identified, this review has flagged a number of open issues that require attention from the deal team and coordination with Cascadia's counsel, Whitmore, Kessler & Braun LLP ("WKB"). The key issues are as follows:

(i) FiberCommand / NetOrchestra Integration. There is potential overlap between Cascadia's FiberCommand platform and Northgate's NetOrchestra SaaS suite. The technical and licensing implications of integrating these platforms require further assessment, including with respect to open-source software compliance.

(ii) Open-Source Software Components. FiberCommand incorporates third-party open-source software components, including several libraries licensed under GPL v2 and GPL v3. No formal open-source compliance audit has been conducted by Cascadia. The risk associated with these components is elevated in the context of Northgate's planned integration of FiberCommand modules into NetOrchestra for broader SaaS distribution.

(iii) Pending Patent Application — Outstanding USPTO Office Action. One pending patent application relating to dynamic wavelength provisioning algorithms has received a non-final office action from the United States Patent and Trademark Office ("USPTO"), with a response deadline in approximately late May 2025. The response requires monitoring and coordination with Cascadia's patent counsel.

(iv) Co-Development Agreement — Willamette Applied Sciences Institute. Cascadia is party to a co-development agreement with the Willamette Applied Sciences Institute ("WASI"), a university research lab, which includes a change-of-control consent provision that may be triggered by the Transaction. Written consent from WASI should be obtained prior to closing.

(v) Contractor IP Assignments. A number of current and recent contractor agreements contain incomplete or ambiguous IP assignment language, and one signed patent assignment from a former contractor has not been recorded with the USPTO. Confirmatory assignments and recordation are recommended.

Materials Reviewed. In preparing this memorandum, we reviewed the following categories of materials: (a) disclosure schedules provided by Cascadia's counsel at WKB (Jonathan Kessler, lead partner; Megan Tsai, associate lead); (b) documents uploaded to the virtual data room maintained on the Thackeray Solutions platform (Project Rainier, Room ID CFN-2025-DDR); (c) Cascadia's IP-specific responses to C&H's due diligence request list dated February 14, 2025, and supplemental responses received through March 19, 2025; (d) USPTO patent and trademark database records accessed through the Patent Examination Data System (PEDS) and the Trademark Status and Document Retrieval (TSDR) system; (e) state trademark records for Oregon, Washington, Idaho, and Nevada; (f) domain registrar records and WHOIS data; and (g) software license files and open-source software bill of materials provided by Cascadia's engineering team.

Each of the foregoing is discussed in detail in the sections that follow.

II. Patent Portfolio

II.A. Issued U.S. Patents

Cascadia holds a portfolio of seven (7) issued United States utility patents. All patents are in the fields of fiber-optic network provisioning, wavelength management, automated dark fiber allocation, and data center interconnection optimization. The following table summarizes the issued patent portfolio:

All seven issued patents are assigned to Cascadia Fiber Networks, Inc., and the assignments are recorded with the USPTO Assignment Recordation Branch. Maintenance fees for all issued patents are current as of the date of this memorandum. No design patents or plant patents were identified in the portfolio.

It is notable that Cascadia has not pursued foreign patent filings for any of its issued U.S. patents. This is consistent with Cascadia's operational footprint, which is limited to the Pacific Northwest and northern Nevada regions of the United States. However, given that Northgate operates telecommunications infrastructure and provides network management services in multiple international markets — including the United Kingdom, continental Europe, and selected markets in Asia-Pacific — the deal team and Northgate's IP counsel should assess whether any of the inventions covered by Cascadia's U.S. patents warrant Paris Convention or Patent Cooperation Treaty (PCT) filings post-closing. In particular, the machine learning-based fiber route optimization technology covered by U.S. Patent No. 11,245,791 and the multi-layer service orchestration capabilities covered by U.S. Patent No. 10,812,335 may have relevance to Northgate's international operations. We note, however, that the priority filing dates for most of these patents have long since passed, such that original foreign filings claiming U.S. priority would no longer be available for the earlier patents. New filings would need to be based on continuing development or improvement inventions.

II.B. Pending Patent Applications

Cascadia has three (3) pending U.S. patent applications currently in prosecution before the USPTO. The following table summarizes the pending applications:

The most notable item among the pending applications is U.S. Application No. 17/824,391 relating to dynamic wavelength provisioning algorithms. On January 28, 2025, the USPTO issued a non-final office action citing three prior art references under 35 U.S.C. §§ 102 and 103. Specifically, the examiner rejected Claims 1–8 and 14–20 as anticipated by or obvious over a combination of prior art references, including a published patent application by a competitor in the software-defined networking space. Claims 9–13, which are directed to specific adaptive resource allocation subroutines, were indicated as containing allowable subject matter if rewritten in independent form. The statutory deadline for response to the non-final office action is May 28, 2025, which falls approximately sixty (60) days after the anticipated signing of the Merger Agreement.

Cascadia's outside patent counsel, Reinhardt & Novak LLP (Seattle, WA), is preparing a response to the office action. Based on our preliminary review of the cited prior art and the examiner's rejection rationale, a responsive amendment narrowing the independent claims to incorporate the allowable subject matter from dependent Claims 9–13 appears to be a viable prosecution strategy. We recommend that the deal team monitor this matter and coordinate with both WKB and Reinhardt & Novak to ensure that the response is filed in a timely manner and that Northgate has visibility into any material changes to claim scope that could affect the value of the underlying technology.

The remaining two pending applications — U.S. Application No. 18/112,047 (fiber strand inventory management) and U.S. Application No. 18/509,682 (AI-driven fault isolation) — are each awaiting a first office action. Based on current USPTO pendency averages in the relevant technology centers, first office actions would be expected in the second half of 2025 or early 2026. Their prosecution status appears routine, and no issues of concern have been identified at this stage.

II.C. Freedom-to-Operate Considerations

Cascadia has not obtained any formal freedom-to-operate ("FTO") opinions from outside patent counsel with respect to its products, services, or technologies. While the absence of FTO opinions is not uncommon for a company of Cascadia's size and regional scope, it does represent an area of potential exposure, particularly in the post-closing context.

As of the date of this memorandum, there are no patent infringement claims, lawsuits, cease-and-desist letters, or other patent-related disputes pending against Cascadia, nor has Cascadia asserted any of its patents offensively against third parties. A search of PACER and relevant state court dockets did not reveal any history of patent-related litigation involving Cascadia. This is a positive finding, though we note that it does not eliminate the risk of future third-party patent assertions.

We recommend that Northgate consider commissioning a targeted FTO analysis post-closing, with particular focus on the integration of FiberCommand functionalities into the NetOrchestra platform. The broader network orchestration, software-defined networking ("SDN"), and network function virtualization ("NFV") technology spaces are characterized by significant patent activity from both operating companies and non-practicing entities ("NPEs"). Integration of Cascadia's fiber-layer management technology into Northgate's higher-layer orchestration platform may expand the combined product's footprint into claim scopes held by third parties. The FTO analysis should be prioritized based on the technical integration roadmap developed by Northgate's product and engineering teams.

II.D. Patent Assignments and Chain of Title

We conducted a review of patent assignment records on file with the USPTO and in Cascadia's internal records to confirm chain of title for all issued patents and pending applications. Our findings are as follows:

All seven issued patents and three pending applications are recorded in the USPTO databases as assigned to Cascadia Fiber Networks, Inc. The chain of title is clean and unbroken for the vast majority of the portfolio.

Certain of Cascadia's earlier patents — specifically, U.S. Patent Nos. 9,214,536, 9,478,103, and 9,712,889 — were originally filed by co-founders Derek Holmgren (Chief Executive Officer) and Priya Ramachandran (Chief Technology Officer) as named inventors. These patents were initially filed under the co-founders' individual names and were subsequently assigned to Cascadia Fiber Networks, Inc. pursuant to written assignment agreements executed in connection with Cascadia's incorporation in 2011 and its initial Series A financing in 2013. We have reviewed the executed assignment agreements and confirmed that they appear to be properly executed (with original signatures or notarized copies on file), appropriately scoped to cover the relevant inventions, and duly recorded with the USPTO Assignment Recordation Branch. No gaps in the chain of title were identified for these patents.

However, our review identified one instance in which a patent assignment has been executed but not recorded with the USPTO. Specifically, U.S. Application No. 18/112,047 (automated fiber strand inventory management system) lists as a named inventor a former independent contractor, Rajiv Goel, who performed software development work for Cascadia between 2020 and 2023 under a consulting services agreement. Mr. Goel executed an assignment of his right, title, and interest in the invention to Cascadia on February 15, 2023. The signed assignment agreement is on file in Cascadia's records, but it has not been recorded with the USPTO Assignment Recordation Branch. While the failure to record does not affect the validity of the assignment as between the parties, recording is necessary to provide constructive notice to third parties and to perfect Cascadia's title of record. We recommend that the assignment be recorded with the USPTO prior to closing or, if timing constraints prevent pre-closing recordation, promptly after closing as part of the post-closing integration workstream.

III. Proprietary Software — FiberCommand Platform

III.A. Overview of FiberCommand

Cascadia has developed and operates a proprietary network management and provisioning software platform marketed under the brand name "FiberCommand." FiberCommand is a central component of Cascadia's operational infrastructure and a significant element of the intellectual property portfolio being acquired in the Transaction. An understanding of FiberCommand's capabilities, architecture, and licensing profile is essential to the IP diligence assessment, particularly given Northgate's stated strategic objective of deploying its NetOrchestra SaaS-based network management suite to Cascadia's enterprise and wholesale customer base.

FiberCommand is used internally by Cascadia to manage its approximately 4,800 route miles of fiber-optic network infrastructure across Oregon, Washington, Idaho, and northern Nevada. The platform provides the following core functionalities:

• Lit and Dark Fiber Service Management: Tracking and provisioning of both lit (active wavelength) and dark (unlit) fiber strands across Cascadia's network.

• Wavelength Provisioning: Automated provisioning and de-provisioning of wavelength-division multiplexed (WDM) channels, including dynamic capacity allocation and optimization.

• Customer Circuit Activation: End-to-end workflow management for customer circuit turn-up, including order entry, engineering design, field dispatch coordination, and service activation.

• Real-Time Network Monitoring: Continuous monitoring of fiber network health, including optical signal-to-noise ratio (OSNR) monitoring, link loss analysis, and alarm management.

• Fiber Strand Inventory and Asset Management: Comprehensive database of fiber strand inventories, splice point locations, conduit and duct routing, and equipment shelf assignments.

• Customer Portal and API Access: Web-based portal and RESTful API layer enabling enterprise and wholesale customers to view their provisioned services, request changes, and access real-time performance metrics.

In addition to its internal use, FiberCommand is licensed to a limited number of Cascadia's enterprise and wholesale customers as a value-added service. Specifically, the platform is provided under the following customer arrangements:

• Pacific Ridge Data Centers, LLC ("Pacific Ridge"): Under the Master Services Agreement between Cascadia and Pacific Ridge (effective January 1, 2021, as amended), Pacific Ridge is provided with hosted access to a dedicated instance of the FiberCommand platform for managing its dark fiber and wavelength services across Cascadia's network. This relationship generates approximately $22 million in annual revenue and is one of Cascadia's most significant customer contracts.

• Clearpath Internet Services, Inc. ("Clearpath"): Under the Indefeasible Right of Use ("IRU") Agreement between Cascadia and Clearpath (effective March 15, 2020), Clearpath receives access to FiberCommand's customer portal and API for network visibility and provisioning requests related to its long-haul fiber capacity on Cascadia's backbone routes.

FiberCommand was developed primarily in-house by Cascadia's engineering team, under the supervision of CTO Priya Ramachandran. The core development team consists of approximately thirty-five (35) software engineers, network architects, and quality assurance specialists, representing a significant portion of the company's total headcount of approximately 620 employees. Development began in approximately 2013, with successive platform versions deployed internally before the customer-facing portal and API layer were introduced in 2019. The platform is built on a modern technology stack, with a Python and Go-based backend, a PostgreSQL database layer, and a React-based front-end interface. The platform is deployed on Cascadia's private cloud infrastructure hosted at its primary data center facility in Portland, Oregon.

FiberCommand is not registered with the United States Copyright Office as a standalone work of authorship. While copyright registration is not a prerequisite for the existence of copyright protection — copyright vests automatically upon fixation of an original work of authorship — registration does confer certain important benefits, including eligibility for statutory damages and attorneys' fees in infringement actions under 17 U.S.C. §§ 412 and 504(c). As discussed further in Section VI below, we recommend that Northgate consider registering the FiberCommand software with the Copyright Office post-closing.

III.B. Open-Source Software Components

FiberCommand incorporates certain open-source software ("OSS") components as part of its technology stack. In response to C&H's due diligence request, Cascadia's engineering team provided a bill of materials and OSS manifest listing approximately forty-two (42) distinct open-source libraries, frameworks, and tools used within the FiberCommand platform. The OSS components span a range of functional categories, including web application frameworks, cryptographic libraries, data serialization utilities, logging frameworks, message queue systems, container orchestration tools, and database drivers.

The following license types were identified among the OSS components:

• MIT License: Approximately 18 components. The MIT License is a permissive license that imposes minimal restrictions on use, modification, and redistribution, requiring only that the original copyright notice and license text be included in copies or substantial portions of the software.

• Apache License, Version 2.0: Approximately 11 components. The Apache 2.0 License is similarly permissive, with the addition of an express patent license grant and a contribution tracking mechanism.

• BSD 2-Clause License ("Simplified BSD"): Approximately 6 components. The BSD 2-Clause License is a permissive license with terms substantially similar to the MIT License.

• GNU General Public License, Version 2 (GPL v2): Approximately 4 components. GPL v2 is a copyleft license requiring that derivative works incorporating GPL-licensed code be distributed under the terms of the GPL, including the obligation to make source code available.

• GNU General Public License, Version 3 (GPL v3): Approximately 3 components. GPL v3 is an updated version of the copyleft GPL license, with additional provisions addressing patent rights, anti-circumvention (DRM) restrictions, and license compatibility.

Key Concern: GPL Copyleft Obligations. The presence of seven (7) components licensed under GPL v2 or GPL v3 within the FiberCommand platform presents the most significant OSS compliance concern identified in this review. Under the terms of the GPL, if a GPL-licensed library is "linked" or "combined" with proprietary software in a manner that creates a "derivative work" or a "work based on the Program" (as those terms are understood under GPL interpretation), the entire combined work may be required to be distributed under GPL terms, including the obligation to make the source code of the combined work available to recipients. This is commonly referred to as the "copyleft" or "viral" effect of the GPL.

Cascadia's engineering team has represented, through CTO Priya Ramachandran's written response dated March 11, 2025, that the GPL-licensed components within FiberCommand are used in a manner that isolates them from the proprietary code base. Specifically, the engineering team states that the GPL components run as separate processes or services that communicate with the proprietary FiberCommand modules through well-defined application programming interfaces (APIs) — specifically RESTful HTTP APIs and inter-process communication (IPC) mechanisms — rather than being statically or dynamically linked within the same executable. If accurate, this architectural separation may place FiberCommand outside the scope of the GPL's copyleft obligations with respect to the proprietary code, as the proprietary modules would not constitute "derivative works" of the GPL-licensed components under prevailing (though not universally settled) legal interpretations.

However, we note the following qualifications to this representation:

(a) No formal legal analysis or opinion has been prepared by Cascadia or its counsel addressing the GPL compliance posture of the FiberCommand platform. The representation from the engineering team is a technical description, not a legal conclusion.

(b) The boundary between permissible API-based interaction and impermissible "linking" or "combining" under the GPL is a fact-intensive inquiry that depends on the specific technical architecture, including the degree of functional integration, the manner in which data and control flow pass between components, and the extent to which the proprietary software is specifically designed to operate with the GPL-licensed components. The Free Software Foundation's (FSF) interpretive guidance provides some direction but does not carry the force of law, and there is limited binding case law on this issue.

(c) Cascadia has not conducted a formal OSS compliance audit using automated code scanning tools (such as Crestline Health IT, Glenrock Systems, or Larkspur Data Systems) to verify the OSS manifest against the actual code base. The bill of materials provided was prepared manually by the engineering team. There is a risk that additional OSS components — potentially including additional GPL-licensed components — may be present in the code base but not reflected in the manifest.

Recommendation. We recommend that Northgate commission a formal open-source compliance audit of the FiberCommand platform prior to closing or, at minimum, promptly after closing. This audit should include: (i) automated code scanning of the entire FiberCommand code base to generate a comprehensive and verified OSS component inventory; (ii) legal analysis of the interaction between GPL-licensed components and proprietary code to assess copyleft risk; and (iii) assessment of OSS license compliance across all identified components (including attribution and notice requirements under permissive licenses). The urgency of this recommendation is heightened by Northgate's stated integration strategy, as discussed in Section III.C below.

III.C. Compatibility with Northgate's NetOrchestra Platform

Northgate's strategic rationale for the Transaction, as articulated in the investment thesis memorandum prepared by Northgate's corporate development team, includes the deployment of Northgate's NetOrchestra SaaS-based network management suite to Cascadia's enterprise and wholesale customer base. NetOrchestra is Northgate's flagship software platform, currently deployed across Northgate's international operations to provide unified network orchestration, service provisioning, and customer-facing network management capabilities across Northgate's fiber, wireless, and data center infrastructure.

Based on our review of the technical documentation provided in the data room (including FiberCommand architecture diagrams, API specifications, and user documentation), we offer the following preliminary observations regarding the compatibility and integration of FiberCommand with NetOrchestra. We note that this assessment is based on documentation review only and does not constitute an independent technical review or code-level analysis. Northgate's product and engineering teams should conduct a detailed technical integration assessment to validate and extend these preliminary observations.

Functional Overlap and Complementarity. FiberCommand and NetOrchestra have overlapping functionality in the areas of network monitoring and service provisioning. However, the two platforms are specialized for different layers of the network stack. FiberCommand is purpose-built for physical-layer and optical-layer management of fiber-optic infrastructure, including dark fiber strand inventory, wavelength-division multiplexing (WDM) provisioning, and fiber route engineering. NetOrchestra, by contrast, is designed as a higher-layer orchestration platform, providing unified communications management, software-defined networking (SDN) control plane functions, and customer experience management across multiple access technologies. The platforms are therefore more complementary than duplicative, and the integration of FiberCommand's fiber-layer management capabilities into the NetOrchestra platform could represent a meaningful enhancement to Northgate's product offering.

Integration Pathway. Based on the documentation reviewed, two primary integration pathways appear feasible: (a) incorporating FiberCommand's fiber-layer management modules as a module, plugin, or microservice within the NetOrchestra platform architecture; or (b) maintaining FiberCommand as a standalone product operating under the NetOrchestra umbrella, with inter-platform data exchange facilitated through API-based integration. The selection of integration pathway will depend on Northgate's product strategy, the degree of user experience unification desired, and the technical and licensing constraints discussed herein.

API Compatibility. FiberCommand exposes its functionality through RESTful APIs, with JSON-formatted data payloads and OAuth 2.0-based authentication. NetOrchestra's architecture also supports REST-based integration and includes a published API gateway layer for third-party module integration. Based on the documentation reviewed, technical integration of FiberCommand's APIs with NetOrchestra's API gateway appears feasible, though it will require development effort to harmonize data models, align authentication and authorization frameworks, and ensure interoperability of monitoring and alerting subsystems.

Customer-Facing Licensing Implications. If FiberCommand modules are embedded into NetOrchestra for distribution as part of Northgate's broader SaaS offering, the scope of FiberCommand's distribution will expand significantly — from a small number of Cascadia's enterprise and wholesale customers to potentially the entirety of Northgate's international customer base. This expansion of distribution has two principal implications for the IP diligence analysis: (i) the OSS compliance concerns noted in Section III.B become more acute, as broader distribution of the integrated product increases the visibility and enforceability risk associated with GPL copyleft obligations; and (ii) any third-party patent exposure associated with FiberCommand's technology would similarly expand in scope and geographic reach, underscoring the importance of the FTO analysis recommended in Section II.C.

Recommendation. We recommend that Northgate's product and engineering teams conduct a detailed technical integration assessment during the interim period between signing and closing of the Transaction. The OSS compliance audit recommended in Section III.B should be scoped specifically to address the integrated product scenario (i.e., FiberCommand modules operating within or alongside the NetOrchestra platform) to ensure that the copyleft and compliance analysis reflects the post-closing distribution model.

III.D. Software Licenses (Inbound)

Cascadia holds commercial software licenses from various third-party vendors for tools and systems used in the operation of its network and the development of the FiberCommand platform. We reviewed all material inbound software licenses identified in Cascadia's disclosure schedule and in the data room. The following categories of inbound licenses were reviewed:

• Enterprise database management system licenses (including a primary enterprise license with Ashford Holdings for Ridgeline Industries Database Enterprise Edition);

• Network monitoring and testing tool licenses (including licenses for EXFO and Ostrander Enterprises optical test instruments and associated software);

• Development environment and toolchain licenses (including licenses for Ashgrove Technologies IDEs, Northpoint Technologies and Ashbury Data Systems, and Aldermere Software Enterprise Edition);

• Cloud infrastructure and hosting service agreements; and

• Miscellaneous productivity and collaboration software licenses.

Our review of these inbound licenses did not reveal any licenses that would be automatically terminated or require advance consent from the licensor upon the change of control effected by the merger, with one exception. The enterprise database license agreement between Cascadia and Ashford Holdings (Agreement No. ORA-CFN-2018-4421, effective September 1, 2018, as amended) includes a "change of control" provision (Section 14.3) requiring that Cascadia provide Ridgeline Industries with written notice of any change of control within thirty (30) days following the effective date of such change. The provision does not require Ridgeline Industries's consent or grant Ridgeline Industries a right of termination, but failure to provide timely notice could constitute a breach of the license agreement. This is a ministerial item that should be tracked on the closing checklist and addressed promptly after the closing date.

No material financial exposure was identified from the inbound license review. Annual license fees for all material inbound software licenses are within the ranges reflected in Cascadia's operating budget and financial statements reviewed by the financial diligence team.

IV. Trademarks and Service Marks

IV.A. Registered Marks

Cascadia holds four (4) active U.S. trademark registrations with the USPTO. All registrations are in the name of Cascadia Fiber Networks, Inc. The following table summarizes the registered trademark portfolio:

All registrations are in full force and effect. Section 8 Declarations of Continued Use (required between the 5th and 6th year after registration) and, where applicable, Section 15 Declarations of Incontestability have been timely filed for all registrations. The next renewal deadlines (Section 8/9 combined declarations, due between the 9th and 10th year after registration) are as follows:

• U.S. Reg. No. 4,876,214: Renewal due by January 12, 2026

• U.S. Reg. No. 5,102,388: Renewal due by November 29, 2026

• U.S. Reg. No. 5,798,441: Renewal due by July 16, 2029

• U.S. Reg. No. 5,034,672: Renewal due by August 23, 2026

All renewal deadlines are more than twelve (12) months from the anticipated closing date of the Transaction. No immediate action is required, but these deadlines should be docketed by Northgate's IP management team post-closing to ensure continuity of registration.

IV.B. Common Law and Unregistered Marks

In addition to its registered trademarks, Cascadia uses various product names, service descriptors, and taglines in its marketing and sales materials that are not separately registered with the USPTO or any state trademark office. Examples identified in the data room materials include:

• "Dark Fiber. Bright Future." (tagline used in marketing campaigns)

• "FiberCommand Pro" (designation for an enhanced tier of the FiberCommand platform)

• "CascadiaConnect" (name used for Cascadia's customer self-service portal)

• "Pacific Backbone" (informal name for Cascadia's primary long-haul fiber route)

These designations may enjoy common law trademark protection within Cascadia's operating territories (Oregon, Washington, Idaho, and northern Nevada) based on their use in commerce, even in the absence of federal registration. However, common law rights are geographically limited and provide a narrower scope of enforcement compared to federal registration. We recommend that Northgate assess whether any of these unregistered marks — particularly "FiberCommand Pro" and "CascadiaConnect," which appear to have customer-facing prominence — should be formally registered with the USPTO post-closing. This recommendation is particularly relevant if Northgate plans to expand Cascadia's brand or the FiberCommand product to new geographies beyond Cascadia's current four-state operating footprint.

IV.C. Domain Names

Cascadia holds the following registered domain names, as confirmed through WHOIS records and domain registrar account documentation provided in the data room:

• cascadiafiber.com (primary corporate website)

• cascadiafibernetworks.com (redirects to cascadiafiber.com)

• fibercommand.com (product website for the FiberCommand platform)

• fibercommand.net (defensive registration; parked)

• cascadiacfn.com (defensive registration; parked)

All domain registrations are current, with expiration dates extending through at least 2027. WHOIS records confirm that Cascadia Fiber Networks, Inc. is the registrant of record for all domains, with administrative and technical contacts identified as members of Cascadia's IT department. Domain registrations are maintained through a single registrar (Marlowe Software), and the registrar account credentials are held by Cascadia's IT operations manager.

No domain name disputes, Uniform Domain-Name Dispute-Resolution Policy (UDRP) proceedings, or cybersquatting complaints (under the Anticybersquatting Consumer Protection Act, 15 U.S.C. § 1125(d)) were identified as pending or having been filed against Cascadia. Similarly, no defensive UDRP actions have been initiated by Cascadia.

IV.D. Trademark Disputes

No pending trademark opposition proceedings before the Trademark Trial and Appeal Board (TTAB) were identified with respect to any of Cascadia's registered or pending marks. No cancellation proceedings are pending. No cease-and-desist letters have been received by Cascadia from third parties alleging trademark infringement, and Cascadia has not sent any cease-and-desist letters to third parties regarding trademark matters. The trademark portfolio appears clean and free of disputes.

V. Trade Secrets and Confidential Information

V.A. Identification of Trade Secrets

Cascadia's trade secret portfolio constitutes a significant component of its overall intellectual property assets. The principal categories of trade secrets and confidential business information identified through the diligence review include:

• FiberCommand Source Code: The complete source code for the FiberCommand platform, including all proprietary modules, algorithms, data models, and configuration logic. The source code is maintained in a private Aldermere Software repository and is not publicly available.

• Proprietary Algorithms: Algorithms developed by Cascadia's engineering team for wavelength optimization, dark fiber allocation, predictive network capacity planning, and machine learning-based fault isolation. These algorithms are embodied in the FiberCommand source code and in certain of Cascadia's issued and pending patents, but the specific implementation details — including training data, model parameters, and optimization heuristics — constitute trade secrets beyond what is disclosed in the patent specifications.

• Customer Network Configuration Data: Detailed configuration data for each of Cascadia's enterprise and wholesale customers, including circuit designs, bandwidth allocations, service level parameters, and interconnection specifications. This data is commercially sensitive and competitively valuable.

• Network Topology Maps and Fiber Route Engineering Data: Cascadia's proprietary maps of its fiber-optic network routes, including conduit locations, splice point coordinates, manhole and handhole locations, right-of-way specifications, and detailed engineering records for its approximately 4,800 route miles of fiber plant. This data was developed over more than a decade at significant cost and is a core asset of the business.

• Pricing and Cost Models: Cascadia's internal pricing methodologies, cost structures, margin analyses, and competitive pricing intelligence, which are used in customer proposals and contract negotiations.

V.B. Adequacy of Protective Measures

The legal protectability of trade secrets depends in significant part on whether the trade secret holder has taken "reasonable measures" to maintain the secrecy of the information, as required under the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836 et seq.) and the applicable state trade secrets statutes (Oregon's Uniform Trade Secrets Act, ORS § 646.461 et seq.; Washington's Uniform Trade Secrets Act, RCW § 19.108 et seq.). Our review of Cascadia's trade secret protection measures yielded the following findings:

Employee Confidentiality and Invention Assignment Agreements. Cascadia maintains a standard-form Confidential Information, Invention Assignment, and Non-Compete Agreement ("CIIANA") that is executed by all new employees at the time of hire. Our review of the CIIANA template currently in use indicates that it contains the following key provisions:

(a) A broad confidentiality obligation covering all proprietary and confidential information of the company, with customary carve-outs for information that is publicly available, independently developed, or rightfully received from third parties;

(b) An assignment of inventions clause providing that all inventions, discoveries, developments, improvements, works of authorship, and other intellectual property created by the employee during the course of employment, or using company resources, or related to the company's business, are assigned to the company;

(c) A non-compete covenant of twelve (12) months duration within Cascadia's service territory, subject to applicable state law limitations (we note that Oregon's non-compete statute, ORS § 653.295, imposes specific requirements for enforceability, including a two-week notice period and compensation thresholds); and

(d) A non-solicitation covenant of eighteen (18) months duration covering both customers and employees.

Based on Cascadia's HR records provided in the data room, substantially all current employees (approximately 610 of 620, or approximately 98%) have executed the current-form CIIANA or a predecessor version. The small number of employees (approximately 10) who have not executed a CIIANA appear to be employees in non-technical, non-managerial roles (e.g., facilities staff, administrative support) who were hired prior to 2013, before Cascadia standardized its onboarding documentation.

We note, however, that certain early-stage employees (hired prior to approximately 2014) executed an earlier version of the CIIANA that contained a narrower invention assignment clause. The earlier form assigned "work product created within the scope of employment" to the company, but did not include the broader language — now standard in the current form — covering inventions "related to the company's business" or created "using company resources." Approximately fifteen (15) employees hired under the earlier form remain with the company, including several members of the engineering team. While the narrower language may be sufficient to capture inventions created as part of these employees' job duties, it creates some ambiguity with respect to inventions conceived outside the strict scope of employment but related to the company's technology. We recommend that Cascadia obtain confirmatory invention assignment agreements from any remaining employees who executed the earlier-form CIIANA, particularly those in engineering or technical roles.

Contractor Agreements. Cascadia engages independent contractors for certain network engineering, field construction, and software development work. Our review of contractor agreements identified approximately forty-five (45) current or recently-active contractor relationships (active within the past 24 months). Of these, approximately thirty-five (35) contractors executed agreements containing both confidentiality provisions and clearly-drafted IP assignment clauses assigning all work product, inventions, and developments to Cascadia.

However, approximately eight to ten (8–10) current or recent contractor relationships were identified where the executed agreements contain confidentiality provisions but have incomplete or ambiguous IP assignment language. In these agreements, the IP assignment clause assigns "work product" delivered under the contract to Cascadia, but does not include broader language covering "inventions," "developments," "improvements," or "derivative works" arising from or related to the contractor's engagement. In certain of these agreements, the assignment clause is limited to "deliverables" as defined in the applicable statement of work, without addressing inventions or improvements conceived during the engagement but not specifically identified as deliverables.

This ambiguity is of particular concern with respect to contractors who performed software development work on the FiberCommand platform, as the distinction between "deliverables" and "inventions" or "improvements" could leave Cascadia's ownership of certain FiberCommand components or enhancements in a legally uncertain posture. We recommend that Cascadia obtain supplemental or confirmatory IP assignment agreements from each of the identified contractors prior to closing or, if that is not feasible, promptly after closing. The list of affected contractors has been provided separately to Andrew Fitzpatrick for coordination with WKB.

Physical and Electronic Security. Cascadia maintains the following security measures to protect its trade secrets and confidential information:

• Role-based access controls (RBAC) for all internal systems, including the FiberCommand source code repository, network management platforms, and customer data systems;

• Source code is maintained in a private Aldermere Software instance hosted on Cascadia's own infrastructure (not on public cloud or public Aldermere Software.com), with access restricted to authorized members of the engineering team;

• Encrypted storage and transmission of sensitive data, including AES-256 encryption at rest and TLS 1.3 encryption in transit;

• Multi-factor authentication (MFA) required for all remote access and for access to critical systems;

• Physical security controls at Cascadia's headquarters (2750 NW Thurman Street, Suite 400, Portland, OR 97210), including key card access, visitor sign-in protocols, and security camera monitoring; and

• Employee onboarding and offboarding procedures that include provision and return of company devices, access credential management, and exit interview protocols.

Based on the documentation reviewed, Cascadia's protective measures appear generally reasonable and consistent with industry practice for a company of its size and type. No material deficiencies were identified. However, we note that a formal information security audit was not within the scope of this IP due diligence review. Northgate may wish to engage its cybersecurity team or a third-party firm to conduct a more detailed assessment of Cascadia's information security posture as part of the broader operational diligence workstream.

V.C. Co-Development Agreement — Willamette Applied Sciences Institute

In March 2019, Cascadia entered into a Co-Development and Research Agreement (the "WASI Agreement") with the Willamette Applied Sciences Institute ("WASI"), a Portland-based university research laboratory affiliated with Willamette University. The WASI Agreement governs the joint development of fiber-optic sensing and monitoring technologies, specifically relating to the use of distributed acoustic sensing (DAS) and distributed temperature sensing (DTS) techniques for real-time monitoring of fiber-optic cable integrity and environmental conditions along Cascadia's fiber routes.

The key terms of the WASI Agreement, as they relate to intellectual property, are as follows:

Ownership of Jointly Developed IP. Section 7.1 of the WASI Agreement provides that any intellectual property developed jointly by the parties in the course of work performed under the agreement shall be jointly owned by Cascadia and WASI. "Jointly developed" is defined as IP that is conceived or reduced to practice by one or more individuals from each party working collaboratively under the research plan.

Exclusive Commercial Rights. Section 7.2 provides that, notwithstanding joint ownership, Cascadia shall hold the exclusive right to commercialize, license, and exploit the jointly developed IP for all commercial purposes, including incorporation into Cascadia's products and services. WASI's retained rights are limited to use of the jointly developed IP for academic research, teaching, and publication purposes, subject to a 90-day pre-publication review period during which Cascadia may request removal of commercially sensitive information.

Background IP. Section 7.3 provides that each party retains ownership of its respective background IP — i.e., IP that existed prior to the agreement or that is developed independently outside the scope of the agreement — and grants the other party a limited, non-exclusive license to use its background IP solely as necessary for the performance of work under the agreement.

Change of Control Consent. Section 12.4 of the WASI Agreement provides that neither party may assign its rights or obligations under the agreement, or transfer its rights in the jointly developed IP, without the prior written consent of the other party, which consent shall not be unreasonably withheld. The provision further states that a "change of control" of either party — defined as a transfer, directly or indirectly, of more than 50% of the voting securities or equity interests of such party, or a merger, consolidation, or similar transaction in which such party is not the surviving entity or in which such party's equity holders immediately prior to the transaction hold less than 50% of the voting securities of the surviving entity — shall be deemed an assignment requiring consent.

The proposed Transaction — a forward merger in which Cascadia will be the surviving entity but will become a wholly-owned subsidiary of Northgate — would appear to constitute a "change of control" within the meaning of Section 12.4 of the WASI Agreement. While Cascadia will survive the merger as the same legal entity, its equity holders immediately prior to the Transaction will not hold any equity in the surviving entity (they will have received the all-cash merger consideration), and thus the "50% of the voting securities of the surviving entity" test would not be satisfied. Accordingly, the Transaction would trigger the consent requirement.

Recommendation. We recommend that Cascadia (through WKB) seek and obtain WASI's prior written consent to the Transaction in accordance with Section 12.4 prior to closing. The consent should be in a form reasonably satisfactory to Northgate and should confirm that the Transaction does not constitute a breach of the WASI Agreement and that all rights, including Cascadia's exclusive commercial rights in the jointly developed IP, will continue in full force and effect following closing. If WASI's consent is not obtainable prior to closing, the deal team should assess whether the WASI Agreement should be identified as a "Required Consent" under the Merger Agreement and whether the failure to obtain consent should be a closing condition or a matter addressed through indemnification. Given the relatively limited scope of the jointly developed IP (fiber-optic sensing and monitoring technologies) and the fact that WASI's consent may not be unreasonably withheld, we believe the risk is manageable but the item should be actively pursued.

VI. Copyright

Cascadia's copyrightable works include the following principal categories:

• The FiberCommand software platform (source code and object code), including all modules, libraries, APIs, user interfaces, and documentation;

• Internal technical documentation, including network engineering standards, operational procedures, and training materials;

• Marketing and sales materials, including brochures, white papers, case studies, presentation decks, and promotional videos; and

• Website content, including text, graphics, photographs, and multimedia content published on cascadiafiber.com and fibercommand.com.

As noted in Section III.A, no formal copyright registrations have been filed with the United States Copyright Office for any of Cascadia's copyrightable works, including the FiberCommand software. While copyright protection arises automatically upon the creation and fixation of an original work of authorship under 17 U.S.C. § 102, and registration is not a prerequisite for the existence of copyright, registration does confer significant enforcement advantages. Specifically:

(a) Under 17 U.S.C. § 411(a), registration (or refusal of registration) is a prerequisite for commencing a copyright infringement action in federal court with respect to works of U.S. origin;

(b) Under 17 U.S.C. § 412, a copyright owner is not entitled to statutory damages or attorneys' fees for infringement that commenced before the effective date of registration (or, in the case of a published work, before registration is made within three months of first publication); and

(c) Under 17 U.S.C. § 410(c), a certificate of registration made before or within five years of first publication constitutes prima facie evidence of the validity of the copyright and the facts stated in the certificate.

Given the significance of FiberCommand as a proprietary asset — and particularly given the potential for broader distribution post-closing through integration with the NetOrchestra platform — we recommend that Northgate consider filing a copyright registration application for the FiberCommand software with the U.S. Copyright Office promptly after closing. Registration can be obtained for computer programs by depositing identifying portions of the source code (with trade secret redaction permitted under Copyright Office regulations, 37 C.F.R. § 202.20(c)(2)(vii)).

No copyright infringement claims are pending against Cascadia, and Cascadia has not asserted any copyright infringement claims against third parties. No Digital Millennium Copyright Act (DMCA) takedown notices or counter-notifications were identified.

VII. IP-Related Agreements

VII.A. Outbound Licenses

As described in Section III.A, Cascadia licenses access to the FiberCommand platform to certain enterprise and wholesale customers as a value-added service embedded within broader telecommunications service agreements. The two most significant outbound licensing arrangements are:

Pacific Ridge Data Centers, LLC. Under the Master Services Agreement between Cascadia and Pacific Ridge (effective January 1, 2021, as most recently amended on July 15, 2023), Pacific Ridge receives hosted access to a dedicated instance of the FiberCommand platform for managing its dark fiber and wavelength services. The FiberCommand access is provided as part of the bundled services under the MSA and is not separately priced, though the overall MSA generates approximately $22 million in annual revenue to Cascadia. The MSA contains a change of control provision (Section 18.2) that grants Pacific Ridge the right to terminate the agreement upon 90 days' notice if Cascadia undergoes a change of control, unless the acquirer assumes all of Cascadia's obligations under the agreement. This provision is analyzed in detail in the separate Change of Control Analysis Memorandum prepared by Andrew Fitzpatrick (C&H Matter No. 1022-00006, dated March 17, 2025), and we defer to that analysis for the full treatment of the Pacific Ridge change-of-control issue.

Clearpath Internet Services, Inc. Under the Indefeasible Right of Use Agreement between Cascadia and Clearpath (effective March 15, 2020), Clearpath receives access to FiberCommand's customer portal and API for network visibility and provisioning requests related to its long-haul fiber capacity on Cascadia's backbone routes. The FiberCommand access is ancillary to the IRU grant and is not a primary economic driver of the agreement. The IRU agreement does not contain a change of control provision that would grant Clearpath termination rights, though it does include a general anti-assignment clause (Section 14.1) that prohibits assignment without consent, with a customary exception for assignment to an affiliate or successor-in-interest by merger. The merger structure should fall within this exception, but we recommend confirmation from WKB.

The IP licensing components of these agreements — specifically, the grant of access to and use of the FiberCommand platform — should survive the merger given Cascadia's continuity as the surviving legal entity. However, written consents or confirmations are being pursued as an independent matter to address any residual risk under the change-of-control and anti-assignment provisions.

VII.B. Inbound Licenses

As described in Section III.D above, our review of Cascadia's material inbound commercial software licenses did not reveal any licenses that would be terminated or require consent upon the change of control, other than the Ridgeline Industries database license requiring 30-day post-closing written notice. No additional issues were identified in the inbound license review. For completeness, the inbound OSS licenses (discussed in Section III.B) are also technically inbound licenses, but their compliance considerations are addressed in the open-source analysis rather than in this section.

VII.C. IP Assignment Agreements

The following IP assignment agreements are relevant to the Transaction and have been reviewed as part of this diligence:

Co-Founder Assignments. Derek Holmgren (CEO) and Priya Ramachandran (CTO) each executed a Founders' intellectual Property Assignment Agreement in connection with the incorporation of Cascadia Fiber Networks, Inc. in August 2011. Under these agreements, each co-founder assigned to the company all right, title, and interest in and to: (i) all inventions, discoveries, improvements, works of authorship, and other intellectual property conceived, created, or reduced to practice by the co-founder prior to the company's formation that are related to the company's business (as described in an exhibit attached to each agreement); and (ii) all inventions, discoveries, improvements, works of authorship, and other intellectual property conceived, created, or reduced to practice by the co-founder during the term of their employment with the company and related to the company's business. Both agreements appear properly executed, and the assignments of the specific patents originally filed in the co-founders' names (U.S. Patent Nos. 9,214,536, 9,478,103, and 9,712,889) have been recorded with the USPTO.

Employee CIIANA Agreements. As discussed in Section V.B, substantially all current employees have executed a CIIANA containing invention assignment provisions. The adequacy of the assignment language in the pre-2014 form CIIANA for certain early-stage employees is addressed in that section.

Contractor Assignments. As discussed in Section V.B, certain contractor agreements contain incomplete or ambiguous IP assignment language, and one signed contractor assignment (for inventor Rajiv Goel, in connection with U.S. Application No. 18/112,047) has not been recorded with the USPTO. Both issues are addressed in the recommendations set forth in Sections II.D and V.B.

VIII. Open Issues and Recommendations Summary

The following table summarizes the open issues and recommendations identified in this memorandum, organized by priority level. Items are categorized as "High Priority" (requiring resolution prior to closing or as a condition to closing), "Medium Priority" (recommended for resolution prior to closing or promptly after closing), or "Low Priority" (housekeeping items to be addressed post-closing).

Issue 1 — USPTO Office Action on Pending Patent Application

Description: U.S. Application No. 17/824,391 (dynamic wavelength provisioning algorithms) received a non-final office action on January 28, 2025, with a response deadline of May 28, 2025. The examiner rejected certain claims under 35 U.S.C. §§ 102 and 103.

Risk Level: Low. The office action is non-final, and viable prosecution strategies appear available. However, failure to respond by the deadline would result in abandonment of the application.

Recommendation: Monitor the prosecution timeline and coordinate with Cascadia's patent counsel (Reinhardt & Novak LLP) to ensure a timely and adequate response is filed. Northgate should have visibility into any material claim amendments.

Priority: Medium — response deadline falls during the expected interim period between signing and closing.

Issue 2 — Unrecorded Patent Assignment (Former Contractor)

Description: The assignment from former contractor Rajiv Goel for U.S. Application No. 18/112,047 has been signed but not recorded with the USPTO Assignment Recordation Branch.

Risk Level: Low. The assignment is valid as between the parties; recordation is needed to perfect title of record and provide constructive notice to third parties.

Recommendation: Record the assignment with the USPTO prior to or promptly after closing. This is a straightforward administrative filing.

Priority: Medium — should be completed prior to closing if feasible.

Issue 3 — Open-Source Software Compliance (GPL Components)

Description: FiberCommand incorporates approximately seven (7

MEMORANDUM
PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
To: Oliver Mackenzie, Responsible Partner, Mergers & Acquisitions, Calderwood & Harkness LLP Andrew Fitzpatrick, Lead Associate, Mergers & Acquisitions, Calderwood & Harkness LLP
From: Naomi Petersen, Working Associate, Mergers & Acquisitions, Calderwood & Harkness LLP
Date: March 24, 2025
Re: intellectual Property Due Diligence — Cascadia Fiber Networks, Inc.
Matter No.: 1022-00006
Billing No.: 78432.001
Right-click to update Table of Contents
I. Executive Summary
This memorandum summarizes the findings of the intellectual property due diligence review conducted by Calderwood & Harkness LLP ("C&H") in connection with the proposed acquisition of Cascadia Fiber Networks, Inc. ("Cascadia" or "CFN"), the target company, by Northgate Telecommunications PLC ("Northgate" or "NTP") through NTP Acquisition Sub, Inc. ("Acquisition Sub"), pursuant to a proposed all-cash forward merger with an aggregate equity consideration of approximately $750,000,000 (the "Transaction"). This memorandum has been prepared at the direction of the deal team and is intended to inform the negotiation of the Agreement and Plan of Merger (the "Merger Agreement"), the preparation and review of disclosure schedules, and the assessment of IP-related risks associated with the Transaction.
Scope of Review. Our review encompassed Cascadia's intellectual property portfolio in its entirety, including: (i) issued and pending United States patents; (ii) registered and common law trademarks and service marks; (iii) domain name registrations; (iv) copyrightable works; (v) trade secrets and confidential business information; (vi) proprietary software, including Cascadia's internally-developed FiberCommand platform; and (vii) material IP-related agreements, including inbound and outbound licenses, co-development agreements, and employee and contractor intellectual property assignment agreements. In addition, we have conducted a preliminary assessment of the compatibility and integration considerations between Cascadia's FiberCommand platform and Northgate's NetOrchestra SaaS platform deployment strategy, which is a stated strategic rationale for the Transaction.
Overall Assessment. Cascadia's intellectual property portfolio is generally consistent with what would be expected of a regional fiber-optic infrastructure operator of its scale and maturity. Cascadia operates approximately 4,800 route miles of fiber-optic network across the states of Oregon, Washington, Idaho, and northern Nevada. The company employs approximately 620 individuals and generated $187.4 million in revenue for the fiscal year ended December 31, 2024. Its IP portfolio includes a modest but focused collection of seven (7) issued U.S. utility patents and three (3) pending U.S. patent applications related to network provisioning, fiber management, and wavelength optimization technologies. The company has developed and maintains a proprietary network management and provisioning software platform branded "FiberCommand," which serves as both an internal operational tool and a value-added service licensed to select enterprise and wholesale customers. Cascadia also holds four (4) active U.S. trademark registrations, maintains several domain name registrations, and relies upon trade secret protection for certain core technologies and proprietary data.
Key Open Issues. While no material showstoppers have been identified, this review has flagged a number of open issues that require attention from the deal team and coordination with Cascadia's counsel, Whitmore, Kessler & Braun LLP ("WKB"). The key issues are as follows:
(i) FiberCommand / NetOrchestra Integration. There is potential overlap between Cascadia's FiberCommand platform and Northgate's NetOrchestra SaaS suite. The technical and licensing implications of integrating these platforms require further assessment, including with respect to open-source software compliance.
(ii) Open-Source Software Components. FiberCommand incorporates third-party open-source software components, including several libraries licensed under GPL v2 and GPL v3. No formal open-source compliance audit has been conducted by Cascadia. The risk associated with these components is elevated in the context of Northgate's planned integration of FiberCommand modules into NetOrchestra for broader SaaS distribution.
(iii) Pending Patent Application — Outstanding USPTO Office Action. One pending patent application relating to dynamic wavelength provisioning algorithms has received a non-final office action from the United States Patent and Trademark Office ("USPTO"), with a response deadline in approximately late May 2025. The response requires monitoring and coordination with Cascadia's patent counsel.
(iv) Co-Development Agreement — Willamette Applied Sciences Institute. Cascadia is party to a co-development agreement with the Willamette Applied Sciences Institute ("WASI"), a university research lab, which includes a change-of-control consent provision that may be triggered by the Transaction. Written consent from WASI should be obtained prior to closing.
(v) Contractor IP Assignments. A number of current and recent contractor agreements contain incomplete or ambiguous IP assignment language, and one signed patent assignment from a former contractor has not been recorded with the USPTO. Confirmatory assignments and recordation are recommended.
Materials Reviewed. In preparing this memorandum, we reviewed the following categories of materials: (a) disclosure schedules provided by Cascadia's counsel at WKB (Jonathan Kessler, lead partner; Megan Tsai, associate lead); (b) documents uploaded to the virtual data room maintained on the Thackeray Solutions platform (Project Rainier, Room ID CFN-2025-DDR); (c) Cascadia's IP-specific responses to C&H's due diligence request list dated February 14, 2025, and supplemental responses received through March 19, 2025; (d) USPTO patent and trademark database records accessed through the Patent Examination Data System (PEDS) and the Trademark Status and Document Retrieval (TSDR) system; (e) state trademark records for Oregon, Washington, Idaho, and Nevada; (f) domain registrar records and WHOIS data; and (g) software license files and open-source software bill of materials provided by Cascadia's engineering team.
Each of the foregoing is discussed in detail in the sections that follow.
II. Patent Portfolio
II.A. Issued U.S. Patents
Cascadia holds a portfolio of seven (7) issued United States utility patents. All patents are in the fields of fiber-optic network provisioning, wavelength management, automated dark fiber allocation, and data center interconnection optimization. The following table summarizes the issued patent portfolio:
All seven issued patents are assigned to Cascadia Fiber Networks, Inc., and the assignments are recorded with the USPTO Assignment Recordation Branch. Maintenance fees for all issued patents are current as of the date of this memorandum. No design patents or plant patents were identified in the portfolio.
It is notable that Cascadia has not pursued foreign patent filings for any of its issued U.S. patents. This is consistent with Cascadia's operational footprint, which is limited to the Pacific Northwest and northern Nevada regions of the United States. However, given that Northgate operates telecommunications infrastructure and provides network management services in multiple international markets — including the United Kingdom, continental Europe, and selected markets in Asia-Pacific — the deal team and Northgate's IP counsel should assess whether any of the inventions covered by Cascadia's U.S. patents warrant Paris Convention or Patent Cooperation Treaty (PCT) filings post-closing. In particular, the machine learning-based fiber route optimization technology covered by U.S. Patent No. 11,245,791 and the multi-layer service orchestration capabilities covered by U.S. Patent No. 10,812,335 may have relevance to Northgate's international operations. We note, however, that the priority filing dates for most of these patents have long since passed, such that original foreign filings claiming U.S. priority would no longer be available for the earlier patents. New filings would need to be based on continuing development or improvement inventions.
II.B. Pending Patent Applications
Cascadia has three (3) pending U.S. patent applications currently in prosecution before the USPTO. The following table summarizes the pending applications:
The most notable item among the pending applications is U.S. Application No. 17/824,391 relating to dynamic wavelength provisioning algorithms. On January 28, 2025, the USPTO issued a non-final office action citing three prior art references under 35 U.S.C. §§ 102 and 103. Specifically, the examiner rejected Claims 1–8 and 14–20 as anticipated by or obvious over a combination of prior art references, including a published patent application by a competitor in the software-defined networking space. Claims 9–13, which are directed to specific adaptive resource allocation subroutines, were indicated as containing allowable subject matter if rewritten in independent form. The statutory deadline for response to the non-final office action is May 28, 2025, which falls approximately sixty (60) days after the anticipated signing of the Merger Agreement.
Cascadia's outside patent counsel, Reinhardt & Novak LLP (Seattle, WA), is preparing a response to the office action. Based on our preliminary review of the cited prior art and the examiner's rejection rationale, a responsive amendment narrowing the independent claims to incorporate the allowable subject matter from dependent Claims 9–13 appears to be a viable prosecution strategy. We recommend that the deal team monitor this matter and coordinate with both WKB and Reinhardt & Novak to ensure that the response is filed in a timely manner and that Northgate has visibility into any material changes to claim scope that could affect the value of the underlying technology.
The remaining two pending applications — U.S. Application No. 18/112,047 (fiber strand inventory management) and U.S. Application No. 18/509,682 (AI-driven fault isolation) — are each awaiting a first office action. Based on current USPTO pendency averages in the relevant technology centers, first office actions would be expected in the second half of 2025 or early 2026. Their prosecution status appears routine, and no issues of concern have been identified at this stage.
II.C. Freedom-to-Operate Considerations
Cascadia has not obtained any formal freedom-to-operate ("FTO") opinions from outside patent counsel with respect to its products, services, or technologies. While the absence of FTO opinions is not uncommon for a company of Cascadia's size and regional scope, it does represent an area of potential exposure, particularly in the post-closing context.
As of the date of this memorandum, there are no patent infringement claims, lawsuits, cease-and-desist letters, or other patent-related disputes pending against Cascadia, nor has Cascadia asserted any of its patents offensively against third parties. A search of PACER and relevant state court dockets did not reveal any history of patent-related litigation involving Cascadia. This is a positive finding, though we note that it does not eliminate the risk of future third-party patent assertions.
We recommend that Northgate consider commissioning a targeted FTO analysis post-closing, with particular focus on the integration of FiberCommand functionalities into the NetOrchestra platform. The broader network orchestration, software-defined networking ("SDN"), and network function virtualization ("NFV") technology spaces are characterized by significant patent activity from both operating companies and non-practicing entities ("NPEs"). Integration of Cascadia's fiber-layer management technology into Northgate's higher-layer orchestration platform may expand the combined product's footprint into claim scopes held by third parties. The FTO analysis should be prioritized based on the technical integration roadmap developed by Northgate's product and engineering teams.
II.D. Patent Assignments and Chain of Title
We conducted a review of patent assignment records on file with the USPTO and in Cascadia's internal records to confirm chain of title for all issued patents and pending applications. Our findings are as follows:
All seven issued patents and three pending applications are recorded in the USPTO databases as assigned to Cascadia Fiber Networks, Inc. The chain of title is clean and unbroken for the vast majority of the portfolio.
Certain of Cascadia's earlier patents — specifically, U.S. Patent Nos. 9,214,536, 9,478,103, and 9,712,889 — were originally filed by co-founders Derek Holmgren (Chief Executive Officer) and Priya Ramachandran (Chief Technology Officer) as named inventors. These patents were initially filed under the co-founders' individual names and were subsequently assigned to Cascadia Fiber Networks, Inc. pursuant to written assignment agreements executed in connection with Cascadia's incorporation in 2011 and its initial Series A financing in 2013. We have reviewed the executed assignment agreements and confirmed that they appear to be properly executed (with original signatures or notarized copies on file), appropriately scoped to cover the relevant inventions, and duly recorded with the USPTO Assignment Recordation Branch. No gaps in the chain of title were identified for these patents.
However, our review identified one instance in which a patent assignment has been executed but not recorded with the USPTO. Specifically, U.S. Application No. 18/112,047 (automated fiber strand inventory management system) lists as a named inventor a former independent contractor, Rajiv Goel, who performed software development work for Cascadia between 2020 and 2023 under a consulting services agreement. Mr. Goel executed an assignment of his right, title, and interest in the invention to Cascadia on February 15, 2023. The signed assignment agreement is on file in Cascadia's records, but it has not been recorded with the USPTO Assignment Recordation Branch. While the failure to record does not affect the validity of the assignment as between the parties, recording is necessary to provide constructive notice to third parties and to perfect Cascadia's title of record. We recommend that the assignment be recorded with the USPTO prior to closing or, if timing constraints prevent pre-closing recordation, promptly after closing as part of the post-closing integration workstream.
III. Proprietary Software — FiberCommand Platform
III.A. Overview of FiberCommand
Cascadia has developed and operates a proprietary network management and provisioning software platform marketed under the brand name "FiberCommand." FiberCommand is a central component of Cascadia's operational infrastructure and a significant element of the intellectual property portfolio being acquired in the Transaction. An understanding of FiberCommand's capabilities, architecture, and licensing profile is essential to the IP diligence assessment, particularly given Northgate's stated strategic objective of deploying its NetOrchestra SaaS-based network management suite to Cascadia's enterprise and wholesale customer base.
FiberCommand is used internally by Cascadia to manage its approximately 4,800 route miles of fiber-optic network infrastructure across Oregon, Washington, Idaho, and northern Nevada. The platform provides the following core functionalities:
•  Lit and Dark Fiber Service Management: Tracking and provisioning of both lit (active wavelength) and dark (unlit) fiber strands across Cascadia's network.
•  Wavelength Provisioning: Automated provisioning and de-provisioning of wavelength-division multiplexed (WDM) channels, including dynamic capacity allocation and optimization.
•  Customer Circuit Activation: End-to-end workflow management for customer circuit turn-up, including order entry, engineering design, field dispatch coordination, and service activation.
•  Real-Time Network Monitoring: Continuous monitoring of fiber network health, including optical signal-to-noise ratio (OSNR) monitoring, link loss analysis, and alarm management.
•  Fiber Strand Inventory and Asset Management: Comprehensive database of fiber strand inventories, splice point locations, conduit and duct routing, and equipment shelf assignments.
•  Customer Portal and API Access: Web-based portal and RESTful API layer enabling enterprise and wholesale customers to view their provisioned services, request changes, and access real-time performance metrics.
In addition to its internal use, FiberCommand is licensed to a limited number of Cascadia's enterprise and wholesale customers as a value-added service. Specifically, the platform is provided under the following customer arrangements:
•  Pacific Ridge Data Centers, LLC ("Pacific Ridge"): Under the Master Services Agreement between Cascadia and Pacific Ridge (effective January 1, 2021, as amended), Pacific Ridge is provided with hosted access to a dedicated instance of the FiberCommand platform for managing its dark fiber and wavelength services across Cascadia's network. This relationship generates approximately $22 million in annual revenue and is one of Cascadia's most significant customer contracts.
•  Clearpath Internet Services, Inc. ("Clearpath"): Under the Indefeasible Right of Use ("IRU") Agreement between Cascadia and Clearpath (effective March 15, 2020), Clearpath receives access to FiberCommand's customer portal and API for network visibility and provisioning requests related to its long-haul fiber capacity on Cascadia's backbone routes.
FiberCommand was developed primarily in-house by Cascadia's engineering team, under the supervision of CTO Priya Ramachandran. The core development team consists of approximately thirty-five (35) software engineers, network architects, and quality assurance specialists, representing a significant portion of the company's total headcount of approximately 620 employees. Development began in approximately 2013, with successive platform versions deployed internally before the customer-facing portal and API layer were introduced in 2019. The platform is built on a modern technology stack, with a Python and Go-based backend, a PostgreSQL database layer, and a React-based front-end interface. The platform is deployed on Cascadia's private cloud infrastructure hosted at its primary data center facility in Portland, Oregon.
FiberCommand is not registered with the United States Copyright Office as a standalone work of authorship. While copyright registration is not a prerequisite for the existence of copyright protection — copyright vests automatically upon fixation of an original work of authorship — registration does confer certain important benefits, including eligibility for statutory damages and attorneys' fees in infringement actions under 17 U.S.C. §§ 412 and 504(c). As discussed further in Section VI below, we recommend that Northgate consider registering the FiberCommand software with the Copyright Office post-closing.
III.B. Open-Source Software Components
FiberCommand incorporates certain open-source software ("OSS") components as part of its technology stack. In response to C&H's due diligence request, Cascadia's engineering team provided a bill of materials and OSS manifest listing approximately forty-two (42) distinct open-source libraries, frameworks, and tools used within the FiberCommand platform. The OSS components span a range of functional categories, including web application frameworks, cryptographic libraries, data serialization utilities, logging frameworks, message queue systems, container orchestration tools, and database drivers.
The following license types were identified among the OSS components:
•  MIT License: Approximately 18 components. The MIT License is a permissive license that imposes minimal restrictions on use, modification, and redistribution, requiring only that the original copyright notice and license text be included in copies or substantial portions of the software.
•  Apache License, Version 2.0: Approximately 11 components. The Apache 2.0 License is similarly permissive, with the addition of an express patent license grant and a contribution tracking mechanism.
•  BSD 2-Clause License ("Simplified BSD"): Approximately 6 components. The BSD 2-Clause License is a permissive license with terms substantially similar to the MIT License.
•  GNU General Public License, Version 2 (GPL v2): Approximately 4 components. GPL v2 is a copyleft license requiring that derivative works incorporating GPL-licensed code be distributed under the terms of the GPL, including the obligation to make source code available.
•  GNU General Public License, Version 3 (GPL v3): Approximately 3 components. GPL v3 is an updated version of the copyleft GPL license, with additional provisions addressing patent rights, anti-circumvention (DRM) restrictions, and license compatibility.
Key Concern: GPL Copyleft Obligations. The presence of seven (7) components licensed under GPL v2 or GPL v3 within the FiberCommand platform presents the most significant OSS compliance concern identified in this review. Under the terms of the GPL, if a GPL-licensed library is "linked" or "combined" with proprietary software in a manner that creates a "derivative work" or a "work based on the Program" (as those terms are understood under GPL interpretation), the entire combined work may be required to be distributed under GPL terms, including the obligation to make the source code of the combined work available to recipients. This is commonly referred to as the "copyleft" or "viral" effect of the GPL.
Cascadia's engineering team has represented, through CTO Priya Ramachandran's written response dated March 11, 2025, that the GPL-licensed components within FiberCommand are used in a manner that isolates them from the proprietary code base. Specifically, the engineering team states that the GPL components run as separate processes or services that communicate with the proprietary FiberCommand modules through well-defined application programming interfaces (APIs) — specifically RESTful HTTP APIs and inter-process communication (IPC) mechanisms — rather than being statically or dynamically linked within the same executable. If accurate, this architectural separation may place FiberCommand outside the scope of the GPL's copyleft obligations with respect to the proprietary code, as the proprietary modules would not constitute "derivative works" of the GPL-licensed components under prevailing (though not universally settled) legal interpretations.
However, we note the following qualifications to this representation:
(a) No formal legal analysis or opinion has been prepared by Cascadia or its counsel addressing the GPL compliance posture of the FiberCommand platform. The representation from the engineering team is a technical description, not a legal conclusion.
(b) The boundary between permissible API-based interaction and impermissible "linking" or "combining" under the GPL is a fact-intensive inquiry that depends on the specific technical architecture, including the degree of functional integration, the manner in which data and control flow pass between components, and the extent to which the proprietary software is specifically designed to operate with the GPL-licensed components. The Free Software Foundation's (FSF) interpretive guidance provides some direction but does not carry the force of law, and there is limited binding case law on this issue.
(c) Cascadia has not conducted a formal OSS compliance audit using automated code scanning tools (such as Crestline Health IT, Glenrock Systems, or Larkspur Data Systems) to verify the OSS manifest against the actual code base. The bill of materials provided was prepared manually by the engineering team. There is a risk that additional OSS components — potentially including additional GPL-licensed components — may be present in the code base but not reflected in the manifest.
Recommendation. We recommend that Northgate commission a formal open-source compliance audit of the FiberCommand platform prior to closing or, at minimum, promptly after closing. This audit should include: (i) automated code scanning of the entire FiberCommand code base to generate a comprehensive and verified OSS component inventory; (ii) legal analysis of the interaction between GPL-licensed components and proprietary code to assess copyleft risk; and (iii) assessment of OSS license compliance across all identified components (including attribution and notice requirements under permissive licenses). The urgency of this recommendation is heightened by Northgate's stated integration strategy, as discussed in Section III.C below.
III.C. Compatibility with Northgate's NetOrchestra Platform
Northgate's strategic rationale for the Transaction, as articulated in the investment thesis memorandum prepared by Northgate's corporate development team, includes the deployment of Northgate's NetOrchestra SaaS-based network management suite to Cascadia's enterprise and wholesale customer base. NetOrchestra is Northgate's flagship software platform, currently deployed across Northgate's international operations to provide unified network orchestration, service provisioning, and customer-facing network management capabilities across Northgate's fiber, wireless, and data center infrastructure.
Based on our review of the technical documentation provided in the data room (including FiberCommand architecture diagrams, API specifications, and user documentation), we offer the following preliminary observations regarding the compatibility and integration of FiberCommand with NetOrchestra. We note that this assessment is based on documentation review only and does not constitute an independent technical review or code-level analysis. Northgate's product and engineering teams should conduct a detailed technical integration assessment to validate and extend these preliminary observations.
Functional Overlap and Complementarity. FiberCommand and NetOrchestra have overlapping functionality in the areas of network monitoring and service provisioning. However, the two platforms are specialized for different layers of the network stack. FiberCommand is purpose-built for physical-layer and optical-layer management of fiber-optic infrastructure, including dark fiber strand inventory, wavelength-division multiplexing (WDM) provisioning, and fiber route engineering. NetOrchestra, by contrast, is designed as a higher-layer orchestration platform, providing unified communications management, software-defined networking (SDN) control plane functions, and customer experience management across multiple access technologies. The platforms are therefore more complementary than duplicative, and the integration of FiberCommand's fiber-layer management capabilities into the NetOrchestra platform could represent a meaningful enhancement to Northgate's product offering.
Integration Pathway. Based on the documentation reviewed, two primary integration pathways appear feasible: (a) incorporating FiberCommand's fiber-layer management modules as a module, plugin, or microservice within the NetOrchestra platform architecture; or (b) maintaining FiberCommand as a standalone product operating under the NetOrchestra umbrella, with inter-platform data exchange facilitated through API-based integration. The selection of integration pathway will depend on Northgate's product strategy, the degree of user experience unification desired, and the technical and licensing constraints discussed herein.
API Compatibility. FiberCommand exposes its functionality through RESTful APIs, with JSON-formatted data payloads and OAuth 2.0-based authentication. NetOrchestra's architecture also supports REST-based integration and includes a published API gateway layer for third-party module integration. Based on the documentation reviewed, technical integration of FiberCommand's APIs with NetOrchestra's API gateway appears feasible, though it will require development effort to harmonize data models, align authentication and authorization frameworks, and ensure interoperability of monitoring and alerting subsystems.
Customer-Facing Licensing Implications. If FiberCommand modules are embedded into NetOrchestra for distribution as part of Northgate's broader SaaS offering, the scope of FiberCommand's distribution will expand significantly — from a small number of Cascadia's enterprise and wholesale customers to potentially the entirety of Northgate's international customer base. This expansion of distribution has two principal implications for the IP diligence analysis: (i) the OSS compliance concerns noted in Section III.B become more acute, as broader distribution of the integrated product increases the visibility and enforceability risk associated with GPL copyleft obligations; and (ii) any third-party patent exposure associated with FiberCommand's technology would similarly expand in scope and geographic reach, underscoring the importance of the FTO analysis recommended in Section II.C.
Recommendation. We recommend that Northgate's product and engineering teams conduct a detailed technical integration assessment during the interim period between signing and closing of the Transaction. The OSS compliance audit recommended in Section III.B should be scoped specifically to address the integrated product scenario (i.e., FiberCommand modules operating within or alongside the NetOrchestra platform) to ensure that the copyleft and compliance analysis reflects the post-closing distribution model.
III.D. Software Licenses (Inbound)
Cascadia holds commercial software licenses from various third-party vendors for tools and systems used in the operation of its network and the development of the FiberCommand platform. We reviewed all material inbound software licenses identified in Cascadia's disclosure schedule and in the data room. The following categories of inbound licenses were reviewed:
•  Enterprise database management system licenses (including a primary enterprise license with Ashford Holdings for Ridgeline Industries Database Enterprise Edition);
•  Network monitoring and testing tool licenses (including licenses for EXFO and Ostrander Enterprises optical test instruments and associated software);
•  Development environment and toolchain licenses (including licenses for Ashgrove Technologies IDEs, Northpoint Technologies and Ashbury Data Systems, and Aldermere Software Enterprise Edition);
•  Cloud infrastructure and hosting service agreements; and
•  Miscellaneous productivity and collaboration software licenses.
Our review of these inbound licenses did not reveal any licenses that would be automatically terminated or require advance consent from the licensor upon the change of control effected by the merger, with one exception. The enterprise database license agreement between Cascadia and Ashford Holdings (Agreement No. ORA-CFN-2018-4421, effective September 1, 2018, as amended) includes a "change of control" provision (Section 14.3) requiring that Cascadia provide Ridgeline Industries with written notice of any change of control within thirty (30) days following the effective date of such change. The provision does not require Ridgeline Industries's consent or grant Ridgeline Industries a right of termination, but failure to provide timely notice could constitute a breach of the license agreement. This is a ministerial item that should be tracked on the closing checklist and addressed promptly after the closing date.
No material financial exposure was identified from the inbound license review. Annual license fees for all material inbound software licenses are within the ranges reflected in Cascadia's operating budget and financial statements reviewed by the financial diligence team.
IV. Trademarks and Service Marks
IV.A. Registered Marks
Cascadia holds four (4) active U.S. trademark registrations with the USPTO. All registrations are in the name of Cascadia Fiber Networks, Inc. The following table summarizes the registered trademark portfolio:
All registrations are in full force and effect. Section 8 Declarations of Continued Use (required between the 5th and 6th year after registration) and, where applicable, Section 15 Declarations of Incontestability have been timely filed for all registrations. The next renewal deadlines (Section 8/9 combined declarations, due between the 9th and 10th year after registration) are as follows:
•  U.S. Reg. No. 4,876,214: Renewal due by January 12, 2026
•  U.S. Reg. No. 5,102,388: Renewal due by November 29, 2026
•  U.S. Reg. No. 5,798,441: Renewal due by July 16, 2029
•  U.S. Reg. No. 5,034,672: Renewal due by August 23, 2026
All renewal deadlines are more than twelve (12) months from the anticipated closing date of the Transaction. No immediate action is required, but these deadlines should be docketed by Northgate's IP management team post-closing to ensure continuity of registration.
IV.B. Common Law and Unregistered Marks
In addition to its registered trademarks, Cascadia uses various product names, service descriptors, and taglines in its marketing and sales materials that are not separately registered with the USPTO or any state trademark office. Examples identified in the data room materials include:
•  "Dark Fiber. Bright Future." (tagline used in marketing campaigns)
•  "FiberCommand Pro" (designation for an enhanced tier of the FiberCommand platform)
•  "CascadiaConnect" (name used for Cascadia's customer self-service portal)
•  "Pacific Backbone" (informal name for Cascadia's primary long-haul fiber route)
These designations may enjoy common law trademark protection within Cascadia's operating territories (Oregon, Washington, Idaho, and northern Nevada) based on their use in commerce, even in the absence of federal registration. However, common law rights are geographically limited and provide a narrower scope of enforcement compared to federal registration. We recommend that Northgate assess whether any of these unregistered marks — particularly "FiberCommand Pro" and "CascadiaConnect," which appear to have customer-facing prominence — should be formally registered with the USPTO post-closing. This recommendation is particularly relevant if Northgate plans to expand Cascadia's brand or the FiberCommand product to new geographies beyond Cascadia's current four-state operating footprint.
IV.C. Domain Names
Cascadia holds the following registered domain names, as confirmed through WHOIS records and domain registrar account documentation provided in the data room:
•  cascadiafiber.com (primary corporate website)
•  cascadiafibernetworks.com (redirects to cascadiafiber.com)
•  fibercommand.com (product website for the FiberCommand platform)
•  fibercommand.net (defensive registration; parked)
•  cascadiacfn.com (defensive registration; parked)
All domain registrations are current, with expiration dates extending through at least 2027. WHOIS records confirm that Cascadia Fiber Networks, Inc. is the registrant of record for all domains, with administrative and technical contacts identified as members of Cascadia's IT department. Domain registrations are maintained through a single registrar (Marlowe Software), and the registrar account credentials are held by Cascadia's IT operations manager.
No domain name disputes, Uniform Domain-Name Dispute-Resolution Policy (UDRP) proceedings, or cybersquatting complaints (under the Anticybersquatting Consumer Protection Act, 15 U.S.C. § 1125(d)) were identified as pending or having been filed against Cascadia. Similarly, no defensive UDRP actions have been initiated by Cascadia.
IV.D. Trademark Disputes
No pending trademark opposition proceedings before the Trademark Trial and Appeal Board (TTAB) were identified with respect to any of Cascadia's registered or pending marks. No cancellation proceedings are pending. No cease-and-desist letters have been received by Cascadia from third parties alleging trademark infringement, and Cascadia has not sent any cease-and-desist letters to third parties regarding trademark matters. The trademark portfolio appears clean and free of disputes.
V. Trade Secrets and Confidential Information
V.A. Identification of Trade Secrets
Cascadia's trade secret portfolio constitutes a significant component of its overall intellectual property assets. The principal categories of trade secrets and confidential business information identified through the diligence review include:
•  FiberCommand Source Code: The complete source code for the FiberCommand platform, including all proprietary modules, algorithms, data models, and configuration logic. The source code is maintained in a private Aldermere Software repository and is not publicly available.
•  Proprietary Algorithms: Algorithms developed by Cascadia's engineering team for wavelength optimization, dark fiber allocation, predictive network capacity planning, and machine learning-based fault isolation. These algorithms are embodied in the FiberCommand source code and in certain of Cascadia's issued and pending patents, but the specific implementation details — including training data, model parameters, and optimization heuristics — constitute trade secrets beyond what is disclosed in the patent specifications.
•  Customer Network Configuration Data: Detailed configuration data for each of Cascadia's enterprise and wholesale customers, including circuit designs, bandwidth allocations, service level parameters, and interconnection specifications. This data is commercially sensitive and competitively valuable.
•  Network Topology Maps and Fiber Route Engineering Data: Cascadia's proprietary maps of its fiber-optic network routes, including conduit locations, splice point coordinates, manhole and handhole locations, right-of-way specifications, and detailed engineering records for its approximately 4,800 route miles of fiber plant. This data was developed over more than a decade at significant cost and is a core asset of the business.
•  Pricing and Cost Models: Cascadia's internal pricing methodologies, cost structures, margin analyses, and competitive pricing intelligence, which are used in customer proposals and contract negotiations.
V.B. Adequacy of Protective Measures
The legal protectability of trade secrets depends in significant part on whether the trade secret holder has taken "reasonable measures" to maintain the secrecy of the information, as required under the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836 et seq.) and the applicable state trade secrets statutes (Oregon's Uniform Trade Secrets Act, ORS § 646.461 et seq.; Washington's Uniform Trade Secrets Act, RCW § 19.108 et seq.). Our review of Cascadia's trade secret protection measures yielded the following findings:
Employee Confidentiality and Invention Assignment Agreements. Cascadia maintains a standard-form Confidential Information, Invention Assignment, and Non-Compete Agreement ("CIIANA") that is executed by all new employees at the time of hire. Our review of the CIIANA template currently in use indicates that it contains the following key provisions:
(a) A broad confidentiality obligation covering all proprietary and confidential information of the company, with customary carve-outs for information that is publicly available, independently developed, or rightfully received from third parties;
(b) An assignment of inventions clause providing that all inventions, discoveries, developments, improvements, works of authorship, and other intellectual property created by the employee during the course of employment, or using company resources, or related to the company's business, are assigned to the company;
(c) A non-compete covenant of twelve (12) months duration within Cascadia's service territory, subject to applicable state law limitations (we note that Oregon's non-compete statute, ORS § 653.295, imposes specific requirements for enforceability, including a two-week notice period and compensation thresholds); and
(d) A non-solicitation covenant of eighteen (18) months duration covering both customers and employees.
Based on Cascadia's HR records provided in the data room, substantially all current employees (approximately 610 of 620, or approximately 98%) have executed the current-form CIIANA or a predecessor version. The small number of employees (approximately 10) who have not executed a CIIANA appear to be employees in non-technical, non-managerial roles (e.g., facilities staff, administrative support) who were hired prior to 2013, before Cascadia standardized its onboarding documentation.
We note, however, that certain early-stage employees (hired prior to approximately 2014) executed an earlier version of the CIIANA that contained a narrower invention assignment clause. The earlier form assigned "work product created within the scope of employment" to the company, but did not include the broader language — now standard in the current form — covering inventions "related to the company's business" or created "using company resources." Approximately fifteen (15) employees hired under the earlier form remain with the company, including several members of the engineering team. While the narrower language may be sufficient to capture inventions created as part of these employees' job duties, it creates some ambiguity with respect to inventions conceived outside the strict scope of employment but related to the company's technology. We recommend that Cascadia obtain confirmatory invention assignment agreements from any remaining employees who executed the earlier-form CIIANA, particularly those in engineering or technical roles.
Contractor Agreements. Cascadia engages independent contractors for certain network engineering, field construction, and software development work. Our review of contractor agreements identified approximately forty-five (45) current or recently-active contractor relationships (active within the past 24 months). Of these, approximately thirty-five (35) contractors executed agreements containing both confidentiality provisions and clearly-drafted IP assignment clauses assigning all work product, inventions, and developments to Cascadia.
However, approximately eight to ten (8–10) current or recent contractor relationships were identified where the executed agreements contain confidentiality provisions but have incomplete or ambiguous IP assignment language. In these agreements, the IP assignment clause assigns "work product" delivered under the contract to Cascadia, but does not include broader language covering "inventions," "developments," "improvements," or "derivative works" arising from or related to the contractor's engagement. In certain of these agreements, the assignment clause is limited to "deliverables" as defined in the applicable statement of work, without addressing inventions or improvements conceived during the engagement but not specifically identified as deliverables.
This ambiguity is of particular concern with respect to contractors who performed software development work on the FiberCommand platform, as the distinction between "deliverables" and "inventions" or "improvements" could leave Cascadia's ownership of certain FiberCommand components or enhancements in a legally uncertain posture. We recommend that Cascadia obtain supplemental or confirmatory IP assignment agreements from each of the identified contractors prior to closing or, if that is not feasible, promptly after closing. The list of affected contractors has been provided separately to Andrew Fitzpatrick for coordination with WKB.
Physical and Electronic Security. Cascadia maintains the following security measures to protect its trade secrets and confidential information:
•  Role-based access controls (RBAC) for all internal systems, including the FiberCommand source code repository, network management platforms, and customer data systems;
•  Source code is maintained in a private Aldermere Software instance hosted on Cascadia's own infrastructure (not on public cloud or public Aldermere Software.com), with access restricted to authorized members of the engineering team;
•  Encrypted storage and transmission of sensitive data, including AES-256 encryption at rest and TLS 1.3 encryption in transit;
•  Multi-factor authentication (MFA) required for all remote access and for access to critical systems;
•  Physical security controls at Cascadia's headquarters (2750 NW Thurman Street, Suite 400, Portland, OR 97210), including key card access, visitor sign-in protocols, and security camera monitoring; and
•  Employee onboarding and offboarding procedures that include provision and return of company devices, access credential management, and exit interview protocols.
Based on the documentation reviewed, Cascadia's protective measures appear generally reasonable and consistent with industry practice for a company of its size and type. No material deficiencies were identified. However, we note that a formal information security audit was not within the scope of this IP due diligence review. Northgate may wish to engage its cybersecurity team or a third-party firm to conduct a more detailed assessment of Cascadia's information security posture as part of the broader operational diligence workstream.
V.C. Co-Development Agreement — Willamette Applied Sciences Institute
In March 2019, Cascadia entered into a Co-Development and Research Agreement (the "WASI Agreement") with the Willamette Applied Sciences Institute ("WASI"), a Portland-based university research laboratory affiliated with Willamette University. The WASI Agreement governs the joint development of fiber-optic sensing and monitoring technologies, specifically relating to the use of distributed acoustic sensing (DAS) and distributed temperature sensing (DTS) techniques for real-time monitoring of fiber-optic cable integrity and environmental conditions along Cascadia's fiber routes.
The key terms of the WASI Agreement, as they relate to intellectual property, are as follows:
Ownership of Jointly Developed IP. Section 7.1 of the WASI Agreement provides that any intellectual property developed jointly by the parties in the course of work performed under the agreement shall be jointly owned by Cascadia and WASI. "Jointly developed" is defined as IP that is conceived or reduced to practice by one or more individuals from each party working collaboratively under the research plan.
Exclusive Commercial Rights. Section 7.2 provides that, notwithstanding joint ownership, Cascadia shall hold the exclusive right to commercialize, license, and exploit the jointly developed IP for all commercial purposes, including incorporation into Cascadia's products and services. WASI's retained rights are limited to use of the jointly developed IP for academic research, teaching, and publication purposes, subject to a 90-day pre-publication review period during which Cascadia may request removal of commercially sensitive information.
Background IP. Section 7.3 provides that each party retains ownership of its respective background IP — i.e., IP that existed prior to the agreement or that is developed independently outside the scope of the agreement — and grants the other party a limited, non-exclusive license to use its background IP solely as necessary for the performance of work under the agreement.
Change of Control Consent. Section 12.4 of the WASI Agreement provides that neither party may assign its rights or obligations under the agreement, or transfer its rights in the jointly developed IP, without the prior written consent of the other party, which consent shall not be unreasonably withheld. The provision further states that a "change of control" of either party — defined as a transfer, directly or indirectly, of more than 50% of the voting securities or equity interests of such party, or a merger, consolidation, or similar transaction in which such party is not the surviving entity or in which such party's equity holders immediately prior to the transaction hold less than 50% of the voting securities of the surviving entity — shall be deemed an assignment requiring consent.
The proposed Transaction — a forward merger in which Cascadia will be the surviving entity but will become a wholly-owned subsidiary of Northgate — would appear to constitute a "change of control" within the meaning of Section 12.4 of the WASI Agreement. While Cascadia will survive the merger as the same legal entity, its equity holders immediately prior to the Transaction will not hold any equity in the surviving entity (they will have received the all-cash merger consideration), and thus the "50% of the voting securities of the surviving entity" test would not be satisfied. Accordingly, the Transaction would trigger the consent requirement.
Recommendation. We recommend that Cascadia (through WKB) seek and obtain WASI's prior written consent to the Transaction in accordance with Section 12.4 prior to closing. The consent should be in a form reasonably satisfactory to Northgate and should confirm that the Transaction does not constitute a breach of the WASI Agreement and that all rights, including Cascadia's exclusive commercial rights in the jointly developed IP, will continue in full force and effect following closing. If WASI's consent is not obtainable prior to closing, the deal team should assess whether the WASI Agreement should be identified as a "Required Consent" under the Merger Agreement and whether the failure to obtain consent should be a closing condition or a matter addressed through indemnification. Given the relatively limited scope of the jointly developed IP (fiber-optic sensing and monitoring technologies) and the fact that WASI's consent may not be unreasonably withheld, we believe the risk is manageable but the item should be actively pursued.
VI. Copyright
Cascadia's copyrightable works include the following principal categories:
•  The FiberCommand software platform (source code and object code), including all modules, libraries, APIs, user interfaces, and documentation;
•  Internal technical documentation, including network engineering standards, operational procedures, and training materials;
•  Marketing and sales materials, including brochures, white papers, case studies, presentation decks, and promotional videos; and
•  Website content, including text, graphics, photographs, and multimedia content published on cascadiafiber.com and fibercommand.com.
As noted in Section III.A, no formal copyright registrations have been filed with the United States Copyright Office for any of Cascadia's copyrightable works, including the FiberCommand software. While copyright protection arises automatically upon the creation and fixation of an original work of authorship under 17 U.S.C. § 102, and registration is not a prerequisite for the existence of copyright, registration does confer significant enforcement advantages. Specifically:
(a) Under 17 U.S.C. § 411(a), registration (or refusal of registration) is a prerequisite for commencing a copyright infringement action in federal court with respect to works of U.S. origin;
(b) Under 17 U.S.C. § 412, a copyright owner is not entitled to statutory damages or attorneys' fees for infringement that commenced before the effective date of registration (or, in the case of a published work, before registration is made within three months of first publication); and
(c) Under 17 U.S.C. § 410(c), a certificate of registration made before or within five years of first publication constitutes prima facie evidence of the validity of the copyright and the facts stated in the certificate.
Given the significance of FiberCommand as a proprietary asset — and particularly given the potential for broader distribution post-closing through integration with the NetOrchestra platform — we recommend that Northgate consider filing a copyright registration application for the FiberCommand software with the U.S. Copyright Office promptly after closing. Registration can be obtained for computer programs by depositing identifying portions of the source code (with trade secret redaction permitted under Copyright Office regulations, 37 C.F.R. § 202.20(c)(2)(vii)).
No copyright infringement claims are pending against Cascadia, and Cascadia has not asserted any copyright infringement claims against third parties. No Digital Millennium Copyright Act (DMCA) takedown notices or counter-notifications were identified.
VII. IP-Related Agreements
VII.A. Outbound Licenses
As described in Section III.A, Cascadia licenses access to the FiberCommand platform to certain enterprise and wholesale customers as a value-added service embedded within broader telecommunications service agreements. The two most significant outbound licensing arrangements are:
Pacific Ridge Data Centers, LLC. Under the Master Services Agreement between Cascadia and Pacific Ridge (effective January 1, 2021, as most recently amended on July 15, 2023), Pacific Ridge receives hosted access to a dedicated instance of the FiberCommand platform for managing its dark fiber and wavelength services. The FiberCommand access is provided as part of the bundled services under the MSA and is not separately priced, though the overall MSA generates approximately $22 million in annual revenue to Cascadia. The MSA contains a change of control provision (Section 18.2) that grants Pacific Ridge the right to terminate the agreement upon 90 days' notice if Cascadia undergoes a change of control, unless the acquirer assumes all of Cascadia's obligations under the agreement. This provision is analyzed in detail in the separate Change of Control Analysis Memorandum prepared by Andrew Fitzpatrick (C&H Matter No. 1022-00006, dated March 17, 2025), and we defer to that analysis for the full treatment of the Pacific Ridge change-of-control issue.
Clearpath Internet Services, Inc. Under the Indefeasible Right of Use Agreement between Cascadia and Clearpath (effective March 15, 2020), Clearpath receives access to FiberCommand's customer portal and API for network visibility and provisioning requests related to its long-haul fiber capacity on Cascadia's backbone routes. The FiberCommand access is ancillary to the IRU grant and is not a primary economic driver of the agreement. The IRU agreement does not contain a change of control provision that would grant Clearpath termination rights, though it does include a general anti-assignment clause (Section 14.1) that prohibits assignment without consent, with a customary exception for assignment to an affiliate or successor-in-interest by merger. The merger structure should fall within this exception, but we recommend confirmation from WKB.
The IP licensing components of these agreements — specifically, the grant of access to and use of the FiberCommand platform — should survive the merger given Cascadia's continuity as the surviving legal entity. However, written consents or confirmations are being pursued as an independent matter to address any residual risk under the change-of-control and anti-assignment provisions.
VII.B. Inbound Licenses
As described in Section III.D above, our review of Cascadia's material inbound commercial software licenses did not reveal any licenses that would be terminated or require consent upon the change of control, other than the Ridgeline Industries database license requiring 30-day post-closing written notice. No additional issues were identified in the inbound license review. For completeness, the inbound OSS licenses (discussed in Section III.B) are also technically inbound licenses, but their compliance considerations are addressed in the open-source analysis rather than in this section.
VII.C. IP Assignment Agreements
The following IP assignment agreements are relevant to the Transaction and have been reviewed as part of this diligence:
Co-Founder Assignments. Derek Holmgren (CEO) and Priya Ramachandran (CTO) each executed a Founders' intellectual Property Assignment Agreement in connection with the incorporation of Cascadia Fiber Networks, Inc. in August 2011. Under these agreements, each co-founder assigned to the company all right, title, and interest in and to: (i) all inventions, discoveries, improvements, works of authorship, and other intellectual property conceived, created, or reduced to practice by the co-founder prior to the company's formation that are related to the company's business (as described in an exhibit attached to each agreement); and (ii) all inventions, discoveries, improvements, works of authorship, and other intellectual property conceived, created, or reduced to practice by the co-founder during the term of their employment with the company and related to the company's business. Both agreements appear properly executed, and the assignments of the specific patents originally filed in the co-founders' names (U.S. Patent Nos. 9,214,536, 9,478,103, and 9,712,889) have been recorded with the USPTO.
Employee CIIANA Agreements. As discussed in Section V.B, substantially all current employees have executed a CIIANA containing invention assignment provisions. The adequacy of the assignment language in the pre-2014 form CIIANA for certain early-stage employees is addressed in that section.
Contractor Assignments. As discussed in Section V.B, certain contractor agreements contain incomplete or ambiguous IP assignment language, and one signed contractor assignment (for inventor Rajiv Goel, in connection with U.S. Application No. 18/112,047) has not been recorded with the USPTO. Both issues are addressed in the recommendations set forth in Sections II.D and V.B.
VIII. Open Issues and Recommendations Summary
The following table summarizes the open issues and recommendations identified in this memorandum, organized by priority level. Items are categorized as "High Priority" (requiring resolution prior to closing or as a condition to closing), "Medium Priority" (recommended for resolution prior to closing or promptly after closing), or "Low Priority" (housekeeping items to be addressed post-closing).
Issue 1 — USPTO Office Action on Pending Patent Application
Description: U.S. Application No. 17/824,391 (dynamic wavelength provisioning algorithms) received a non-final office action on January 28, 2025, with a response deadline of May 28, 2025. The examiner rejected certain claims under 35 U.S.C. §§ 102 and 103.
Risk Level: Low. The office action is non-final, and viable prosecution strategies appear available. However, failure to respond by the deadline would result in abandonment of the application.
Recommendation: Monitor the prosecution timeline and coordinate with Cascadia's patent counsel (Reinhardt & Novak LLP) to ensure a timely and adequate response is filed. Northgate should have visibility into any material claim amendments.
Priority: Medium — response deadline falls during the expected interim period between signing and closing.
Issue 2 — Unrecorded Patent Assignment (Former Contractor)
Description: The assignment from former contractor Rajiv Goel for U.S. Application No. 18/112,047 has been signed but not recorded with the USPTO Assignment Recordation Branch.
Risk Level: Low. The assignment is valid as between the parties; recordation is needed to perfect title of record and provide constructive notice to third parties.
Recommendation: Record the assignment with the USPTO prior to or promptly after closing. This is a straightforward administrative filing.
Priority: Medium — should be completed prior to closing if feasible.
Issue 3 — Open-Source Software Compliance (GPL Components)
Description: FiberCommand incorporates approximately seven (7

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