1022-00006 · Northgate Telecommunications PLC · Engagement & Internal

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MEMORANDUM

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

TO: Oliver Mackenzie, Responsible Partner, Mergers & Acquisitions

FROM: Harrison Wexford, Billing Partner, Mergers & Acquisitions Andrew Fitzpatrick, Lead Associate, Mergers & Acquisitions

DATE: February 26, 2025

RE: Conflict Check Results — Northgate Telecommunications PLC Proposed Acquisition of Cascadia Fiber Networks, Inc. (C&H Matter No. 1022-00006 / Billing No. 78432.001)

I. Purpose and Summary

This memorandum documents the results of the conflicts clearance process conducted in connection with Calderwood & Harkness LLP's ("C&H" or the "Firm") proposed representation of Northgate Telecommunications PLC ("Northgate" or "NTP") as acquirer's counsel in its proposed $750,000,000 all-cash forward merger acquisition of Cascadia Fiber Networks, Inc. ("Cascadia" or "CFN"). The memorandum has been prepared in accordance with the Firm's conflicts clearance policies and procedures, as set forth in the Calderwood & Harkness LLP General Counsel's Office Policy Manual (revised January 2024), and is intended to serve as the definitive record of the conflicts analysis for this engagement.

The conflict check was initiated on February 24, 2025, immediately following the Firm's receipt of preliminary engagement instructions from Philippa Ashworth, General Counsel of Northgate. The search was conducted across all relevant databases and resources maintained by the Firm, as described in greater detail in Section IV below. The conflict check was cleared on February 26, 2025, the same date on which the engagement was formally opened in the Firm's matter management system.

Summary Conclusion: Based on a thorough review of the conflicts database search results and the analysis set forth herein, no impermissible conflicts of interest exist that would preclude C&H from undertaking this representation. One potential issue was identified in the course of the review — specifically, the dual role occupied by Elkhorn Capital Markets, LLC ("Elkhorn") as both (i) the lender under Cascadia's existing term loan facility and (ii) a syndicate participant in the acquisition financing being arranged by Pinnacle Atlantic Bank, N.A. — combined with the Firm's prior closed representation of Elkhorn in an unrelated matter. This issue has been analyzed in detail and addressed through appropriate disclosure and precautionary waiver protocol, as set forth in Section V below. No other matters requiring further analysis, disclosure, or waiver were identified.

II. Engagement Background

The following summarizes the material facts concerning the proposed engagement and the underlying transaction, based on information provided by the client and gathered through the engagement intake process.

Client. The prospective client is Northgate Telecommunications PLC, a public limited company organized and existing under the laws of England and Wales, with its principal executive offices located at 14 Broadwick Place, London W1F 8HN, United Kingdom. Northgate's ordinary shares are admitted to trading on the Main Market of the London Stock Exchange under the ticker symbol "NTP," and its American Depositary Receipts trade on the New York Stock Exchange under the ticker symbol "NTPL." Northgate is a multinational telecommunications and digital infrastructure company, with operations spanning the United Kingdom, continental Europe, and North America. The company's Chief Executive Officer is Sir Malcolm Trent, KBE. The primary client contact for this engagement is Philippa Ashworth, General Counsel of Northgate.

Transaction. The proposed transaction is structured as a forward merger under Section 251 of the Delaware General Corporation Law (the "DGCL"). A newly formed Delaware corporation, NTP Acquisition Sub, Inc. (Delaware File No. 7301524, incorporated on February 21, 2025, with Liam Sutherland, Vice President of Corporate Development at Northgate, serving as its sole director), will merge with and into Cascadia, with Cascadia surviving the merger as a wholly owned subsidiary of Northgate (the "Merger"). Upon consummation of the Merger, each outstanding share of Cascadia common stock (other than shares held by Northgate, the Merger Sub, or any of their respective subsidiaries, and shares held by stockholders who properly exercise appraisal rights under DGCL § 262) will be converted into the right to receive a portion of the aggregate merger consideration in cash, without interest and subject to applicable withholding.

Aggregate Merger Consideration. The aggregate merger consideration is $750,000,000 in cash. There is no stock component to the consideration. The per-share consideration will be determined based on the fully diluted capitalization of Cascadia at closing, after giving effect to the exercise, conversion, or cancellation (as applicable) of all outstanding options, warrants, and other convertible securities.

Financing. The cash merger consideration will be funded from two sources: (a) a $500,000,000 senior secured credit facility (the "Acquisition Facility") with Pinnacle Atlantic Bank, N.A. ("Pinnacle Atlantic") serving as administrative agent and lead arranger, pursuant to a commitment letter dated March 10, 2025 (Reference: PAB-CL-2025-03102), with syndicate participation from Commonwealth Trust Bank ($125,000,000 commitment), Dralvecen National Bank ($100,000,000 commitment), and Elkhorn Capital Markets, LLC ($75,000,000 commitment); and (b) approximately $250,000,000 in cash on hand from Northgate's existing corporate treasury and available liquidity.

Target Signing Date. The parties are targeting execution of the definitive merger agreement on or about April 7, 2025.

Letter of Intent. The non-binding letter of intent governing the proposed transaction (Reference: NTP-CFN-LOI-2025-001) was executed by the parties on February 14, 2025. The letter of intent includes customary exclusivity, confidentiality, and standstill provisions binding on both parties during the negotiation period.

Scope of C&H Engagement. C&H has been engaged to provide full representation to Northgate across all workstreams of the transaction, including without limitation: (i) drafting, negotiation, and execution of the definitive merger agreement and all ancillary transaction documents; (ii) coordination and oversight of the legal due diligence investigation of Cascadia; (iii) preparation and filing of all required regulatory approvals and notifications, including under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended), and any applicable foreign investment or telecommunications regulatory filings; (iv) negotiation and documentation of the Acquisition Facility and related financing arrangements; (v) coordination with the representations and warranties insurance broker and carrier; and (vi) all activities necessary to achieve closing of the Merger.

III. Parties and Entities Searched

The following is a comprehensive list of all parties, entities, and individuals included in the conflicts search. Each party, entity, and individual was searched using all known names, trade names, short names, and commonly used abbreviations, as applicable.

A. Client-Side Entities

1. Northgate Telecommunications PLC, including all known subsidiaries and affiliates as identified in Northgate's most recent annual report filed with the London Stock Exchange and the U.S. Securities and Exchange Commission (Form 20-F).

2. NTP Acquisition Sub, Inc., a Delaware corporation (Delaware File No. 7301524; Employer Identification Number: 93-2587401), formed on February 21, 2025, as a direct wholly owned subsidiary of Northgate for the sole purpose of effecting the Merger.

3. Sir Malcolm Trent, KBE, Chief Executive Officer, Northgate Telecommunications PLC.

4. Gemma Haverford, Chief Financial Officer, Northgate Telecommunications PLC.

5. Philippa Ashworth, General Counsel, Northgate Telecommunications PLC.

6. Liam Sutherland, Vice President, Corporate Development, Northgate Telecommunications PLC; sole director of NTP Acquisition Sub, Inc.

7. Dame Catherine Enright, DBE, Chair of the Board of Directors, Northgate Telecommunications PLC.

8. Prumvane Brothers & Co., financial advisor to Northgate in connection with the proposed transaction. Lead managing director: Simone Favreau. Vice president on the engagement: Nathan Chu.

9. Hawthorne & Sable LLP, accounting and tax advisor to Northgate in connection with the proposed transaction. Engagement partner: Douglas Kirwan. Tax partner: Elena Montague.

B. Target-Side Entities

1. Cascadia Fiber Networks, Inc., a Delaware corporation (Delaware File No. 5197843; Employer Identification Number: 45-6128937), with its principal executive offices located at 2750 NW Thurman Street, Suite 400, Portland, Oregon 97210. Cascadia is a privately held provider of fiber-optic telecommunications infrastructure and managed network services, with operations primarily in the Pacific Northwest region of the United States.

2. Derek Holmgren, Chief Executive Officer and Co-Founder, Cascadia Fiber Networks, Inc.

3. Priya Ramachandran, Chief Technology Officer and Co-Founder, Cascadia Fiber Networks, Inc.

4. Tobias Engel, Chief Financial Officer, Cascadia Fiber Networks, Inc.

5. Sandra Whitfield, General Counsel, Cascadia Fiber Networks, Inc.

6. Clive Atherton, Chair of the Board of Directors, Cascadia Fiber Networks, Inc. Mr. Atherton also serves as Managing Partner of Timberline Growth Management, LLC, the general partner of Timberline Growth Partners, LP (Cascadia's largest stockholder).

7. Rebecca Montrose, Director, Cascadia Fiber Networks, Inc. Ms. Montrose also serves as Managing Director of Ridgecrest Capital Management, LLC, the general partner of Ridgecrest Venture Fund III, LP (Cascadia's second-largest stockholder).

8. Gerald Foss, Independent Director, Cascadia Fiber Networks, Inc.

9. Diane Okamoto, Independent Director, Cascadia Fiber Networks, Inc.

10. Timberline Growth Partners, LP, holder of approximately 42.3% of the outstanding common stock of Cascadia. General Partner: Timberline Growth Management, LLC. Address: 888 SW Fifth Avenue, Suite 1500, Portland, Oregon 97204.

11. Ridgecrest Venture Fund III, LP, holder of approximately 17.8% of the outstanding common stock of Cascadia. General Partner: Ridgecrest Capital Management, LLC. Address: 101 California Street, Suite 3200, San Francisco, California 94111.

C. Opposing / Target's Counsel

1. Whitmore, Kessler & Braun LLP, counsel to Cascadia and its board of directors in connection with the proposed transaction. Lead partner: Jonathan Kessler. Associate lead: Megan Tsai. Regulatory counsel: Aaron Whitmore. Address: 1120 SW Quelston Street, Suite 800, Portland, Oregon 97205.

2. Copperfield Zanthor & Partners, financial advisor to Cascadia and its board of directors in connection with the proposed transaction. Lead managing director: Paul Tremaine. Vice president on the engagement: Leah Gutierrez. Address: 555 Market Street, Suite 2600, San Francisco, California 94105.

D. Financing Parties

1. Pinnacle Atlantic Bank, N.A., administrative agent and lead arranger of the $500,000,000 Acquisition Facility. Address: 270 Park Place, Charlotte, North Carolina 28202. Lead banker: Richard Dormer, Managing Director, Leveraged Finance. Pinnacle Atlantic's individual commitment under the Acquisition Facility is $200,000,000.

2. Commonwealth Trust Bank, syndicate lender under the Acquisition Facility. Commitment: $125,000,000.

3. Dralvecen National Bank, syndicate lender under the Acquisition Facility. Commitment: $100,000,000.

4. Elkhorn Capital Markets, LLC, syndicate lender under the Acquisition Facility ($75,000,000 commitment). Elkhorn also serves as the lender under Cascadia's existing term loan facility, under which approximately $82,600,000 in principal is currently outstanding.

5. Hargreaves & Liddell LLP, counsel to the lending syndicate (including Pinnacle Atlantic, Commonwealth Trust, Dralvecen National, and Elkhorn) in connection with the Acquisition Facility. Lead partner: Victoria Penn. Address: One Liberty Plaza, 48th Floor, New York, New York 10006.

E. Other Transaction Parties

1. Clearfield Escrow Services, Inc., escrow agent for the transaction. Escrow officer: Martin Grieves. Address: 100 Wall Street, 20th Floor, New York, New York 10005.

2. Gresham Underwriting Group, Ltd., representations and warranties insurance broker. Address: 25 Old Broad Street, London EC2N 1HQ.

3. Marlowe Asset Management Specialty Insurance Co., representations and warranties insurance carrier. Address: 175 Water Street, 22nd Floor, New York, New York 10038.

4. Pemberton D&O Assurance, Ltd., directors' and officers' tail insurance carrier for the pre-closing period. Address: 71 Fenchurch Street, London EC3M 4BS.

5. Trident Transfer Agency, Inc., transfer and paying agent for the merger consideration. Address: 480 Washington Boulevard, Jersey City, New Jersey 07310.

6. Alderman Proxy Advisors, LLC, proxy solicitor (if stockholder vote is required). Address: 1407 Broadway, 27th Floor, New York, New York 10018.

7. Corporation Trust Associates, registered agent for NTP Acquisition Sub, Inc. in the State of Delaware. Address: 1209 Orange Street, Wilmington, Delaware 19801.

F. Key Commercial Counterparties of Cascadia

Based on information provided by Northgate and its financial advisor, the following key commercial counterparties of Cascadia were identified and included in the conflicts search due to the materiality of their contractual relationships with Cascadia and the anticipated need to obtain change-of-control consents in connection with the Merger:

1. Pacific Ridge Data Centers, LLC, counterparty to a master services agreement with Cascadia representing approximately $22,000,000 in annualized revenue. The master services agreement contains a change-of-control provision requiring the consent of Pacific Ridge to the consummation of the Merger.

2. Clearpath Internet Services, Inc., counterparty to a wholesale fiber indefeasible right of use ("IRU") agreement with Cascadia. The IRU agreement contains a change-of-control provision requiring the consent of Clearpath to the consummation of the Merger.

IV. Conflicts Database Search Results

A. Methodology. A comprehensive search was conducted in the Calderwood & Harkness LLP Conflicts and New Business Intake System (the "CNB System") on February 24, 2025, at the direction of the undersigned. The search was performed using all entity names, trade names, short names, commonly used abbreviations, and individual names listed in Section III above, as well as any known aliases or prior names. Specifically, the following databases and resources were queried:

• Active Matters Database: All currently open and active client matters across all Firm practice groups and offices worldwide.

• Closed Matters Database (10-Year Lookback): All matters closed within the preceding ten (10) years (i.e., matters closed on or after February 24, 2015), consistent with the Firm's standard lookback period for conflicts purposes.

• Lateral Hire Prior Representations Database: All prior representations disclosed by lateral partners and counsel who joined the Firm within the preceding five (5) years, to the extent such representations were entered into the CNB System in accordance with the Firm's lateral intake procedures.

• Pending Business Development Opportunities: All pending new business opportunities and prospective engagements logged in the CNB System as of the date of the search.

• General Counsel's Office Watch List: The Firm's internal watch list maintained by the General Counsel's Office, which flags entities and individuals subject to special monitoring due to prior ethical issues, sanctions, or other risk factors.

The search was conducted by the Firm's Conflicts Department under the supervision of Marlena Quinn, Director of Conflicts and New Business Intake, and the results were reviewed and analyzed by Andrew Fitzpatrick, Lead Associate, and Harrison Wexford, Billing Partner, both of the Mergers & Acquisitions practice group.

B. Results — No Conflicts (Clean)

The following parties, entities, and individuals returned no results in the conflicts search that would give rise to a conflict of interest, or returned results that, upon analysis, do not present any conflict of interest or other impediment to the Firm's proposed representation of Northgate in this matter:

• Northgate Telecommunications PLC: No prior or current Firm representation of Northgate was identified in the CNB System. No representation adverse to Northgate was identified in any active or closed matter. This is a new client relationship for the Firm.

• NTP Acquisition Sub, Inc.: As a newly formed entity, incorporated on February 21, 2025, no prior matters were identified, as expected. The entity was searched as a precautionary measure.

• All Northgate Officers and Directors (Sir Malcolm Trent, KBE; Gemma Haverford; Philippa Ashworth; Liam Sutherland; Dame Catherine Enright, DBE): No current or prior Firm representations of any of these individuals in their personal capacities were identified. No representations adverse to any of these individuals were identified that would create a conflict with respect to this engagement.

• Cascadia Fiber Networks, Inc.: No prior or current Firm representation of Cascadia was identified in the CNB System. No representation adverse to Cascadia was identified that is substantially related to this engagement. Cascadia is not and has never been a client of the Firm.

• All Cascadia Officers, Directors, and Investors (Derek Holmgren; Priya Ramachandran; Tobias Engel; Sandra Whitfield; Clive Atherton; Rebecca Montrose; Gerald Foss; Diane Okamoto; Timberline Growth Partners, LP; Timberline Growth Management, LLC; Ridgecrest Venture Fund III, LP; Ridgecrest Capital Management, LLC): No current Firm representations of any of these individuals or entities were identified. No prior representations were identified that would be substantially related to the subject matter of this engagement or that would otherwise give rise to a conflict of interest.

• Whitmore, Kessler & Braun LLP: No current matters were identified in which C&H is adverse to Whitmore, Kessler & Braun LLP, or in which Whitmore, Kessler & Braun LLP appears as opposing counsel in a matter that is substantially related to this transaction. Whitmore, Kessler & Braun LLP serves as adverse counsel in this transaction (representing Cascadia and its board), which is a routine posture and does not itself create a conflict.

• Prumvane Brothers & Co.: The search returned results reflecting that C&H has engaged Prumvane Brothers & Co. as financial advisor on prior unrelated transactions undertaken on behalf of other C&H clients. These prior engagements do not create a conflict with respect to this matter. Prumvane Brothers is serving as Northgate's financial advisor, and its interests are aligned with those of C&H's client.

• Copperfield Zanthor & Partners: No current or prior Firm representations of Copperfield Zanthor were identified that would create a conflict. Copperfield Zanthor serves as Cascadia's financial advisor in this transaction.

• Pinnacle Atlantic Bank, N.A.: The search returned results reflecting that C&H has previously represented Pinnacle Atlantic Bank in unrelated lending transactions for other clients. No current representation of Pinnacle Atlantic is active. No adverse representations were identified. The prior representations are not substantially related to the present engagement. Pinnacle Atlantic is not an C&H client in this matter and is represented by its own counsel, Hargreaves & Liddell LLP. See additional discussion in Section VI.B below.

• Commonwealth Trust Bank: No current Firm representations were identified that would create a conflict with respect to this engagement.

• Dralvecen National Bank: No current Firm representations were identified that would create a conflict with respect to this engagement.

• Hargreaves & Liddell LLP: No conflicts were identified. Hargreaves & Liddell LLP serves as lender's counsel in this transaction.

• Clearfield Escrow Services, Inc.: No conflicts were identified.

• Hawthorne & Sable LLP: No conflicts were identified.

• Gresham Underwriting Group, Ltd.: No conflicts were identified.

• Marlowe Asset Management Specialty Insurance Co.: No conflicts were identified.

• Pemberton D&O Assurance, Ltd.: No conflicts were identified.

• Trident Transfer Agency, Inc.: No conflicts were identified.

• Alderman Proxy Advisors, LLC: No conflicts were identified.

• Corporation Trust Associates: Not searched as a principal party; Corporation Trust Associates serves solely as registered agent and occupies no substantive role in the transaction.

• Pacific Ridge Data Centers, LLC: No current Firm representations were identified. Pacific Ridge is not a client of the Firm and the Firm has no current matters adverse to Pacific Ridge.

• Clearpath Internet Services, Inc.: No current Firm representations were identified. Clearpath is not a client of the Firm and the Firm has no current matters adverse to Clearpath.

C. Results — Flagged Matter Requiring Analysis

• Elkhorn Capital Markets, LLC: The search returned one flagged result requiring further analysis. Specifically, the CNB System identified a prior closed matter in which C&H represented Elkhorn Capital Markets, LLC. In addition, as noted in Section III.D above, Elkhorn occupies a dual role in the present transaction — as both Cascadia's existing term loan lender and a syndicate participant in the Acquisition Facility. This combination of factors warranted a detailed conflicts analysis, which is set forth in Section V below.

V. Elkhorn Capital Markets, LLC — Dual Role Analysis and Waiver Protocol

A. Identification of the Issue

Elkhorn Capital Markets, LLC ("Elkhorn") occupies a dual role in the proposed transaction, which, together with the Firm's prior representation of Elkhorn, warrants specific analysis under the applicable rules of professional conduct:

Role 1 — Existing Cascadia Lender. Elkhorn is the lender under Cascadia's existing senior secured term loan facility (the "Existing Elkhorn Facility"), originally entered into on or about June 15, 2021, as amended. As of the most recent date for which information is available, approximately $82,600,000 in aggregate principal amount is outstanding under the Existing Elkhorn Facility. The Existing Elkhorn Facility contains a "change of control" provision, which, among other things, triggers a mandatory prepayment obligation upon the consummation of any transaction resulting in a change of control of the borrower (Cascadia). Based on the terms of the Existing Elkhorn Facility as described in the letter of intent and preliminary due diligence materials, the mandatory prepayment obligation includes a 1.0% prepayment premium, amounting to approximately $826,000. The Existing Elkhorn Facility will be retired in full at or prior to the closing of the Merger pursuant to a payoff letter to be delivered by Elkhorn. The payoff proceeds — including all outstanding principal, accrued and unpaid interest, the prepayment premium, and any other amounts owed under the Existing Elkhorn Facility — will be funded from the closing proceeds available under the Merger and the Acquisition Facility.

Role 2 — Syndicate Participant in Acquisition Financing. Simultaneously, Elkhorn has committed $75,000,000 as a syndicate member in the $500,000,000 Acquisition Facility being arranged by Pinnacle Atlantic Bank, N.A. as administrative agent and lead arranger. Under the Acquisition Facility, Elkhorn will become a lender to the post-closing combined entity (i.e., Cascadia as a wholly owned subsidiary of Northgate, or such other borrower as may be designated under the credit agreement), and Northgate will serve as a guarantor of the obligations thereunder. The entire lending syndicate, including Elkhorn, is represented by Hargreaves & Liddell LLP in connection with the documentation and negotiation of the Acquisition Facility.

In summary, Elkhorn will be repaid in full on one facility at closing and will simultaneously become a new lender under a different facility funding the same transaction. This dual role, while not uncommon in acquisition finance transactions, requires careful analysis in light of C&H's professional obligations.

B. C&H's Relationship to Elkhorn

The conflicts search conducted on February 24, 2025 revealed that the Firm previously represented Elkhorn Capital Markets, LLC in an unrelated structured finance matter. Specifically, the Firm represented Elkhorn in connection with the structuring and documentation of a collateralized loan obligation ("CLO") transaction (C&H closed matter number withheld from this memorandum for confidentiality purposes). That engagement was completed approximately three years ago, and the matter has been closed in the Firm's system. The engagement involved the preparation of offering documents, indenture documentation, and related ancillary agreements for a CLO issuance. The subject matter of that prior representation — CLO structuring and documentation — bears no relationship to the subject matter of the current transaction, which involves a forward merger, acquisition financing, and related M&A workstreams.

No current active matters for Elkhorn exist on the Firm's CNB System. No current matters adverse to Elkhorn were identified. The Firm has no ongoing attorney-client relationship with Elkhorn.

In the current transaction, C&H does not represent Elkhorn in any capacity whatsoever. Elkhorn is represented by Hargreaves & Liddell LLP in its capacity as a member of the lending syndicate under the Acquisition Facility, and Elkhorn is represented by its own internal counsel (or such outside counsel as it may retain) with respect to its rights and obligations under the Existing Elkhorn Facility. C&H's representation in this matter is limited exclusively to Northgate Telecommunications PLC as the acquirer.

C. Analysis of Potential Conflict

The analysis below considers whether Elkhorn's dual role, combined with C&H's prior representation of Elkhorn, gives rise to a conflict of interest under the New York Rules of Professional Conduct (the "NY Rules"), which govern C&H's New York-based practice, and, to the extent applicable, the Model Rules of Professional Conduct (the "Model Rules").

Direct Adversity — Payoff of the Existing Elkhorn Facility. In connection with the closing of the Merger, C&H, acting on behalf of Northgate, will be involved in reviewing, coordinating, and confirming the payoff of the Existing Elkhorn Facility. This involves ensuring that the payoff letter delivered by Elkhorn accurately reflects the amounts required to satisfy Cascadia's obligations in full, and that the payoff satisfies the closing conditions set forth in the merger agreement (including the requirement that Cascadia be free of all funded indebtedness at closing, other than indebtedness under the Acquisition Facility).

Critically, C&H's client (Northgate) and Elkhorn are not directly adverse with respect to the payoff. Cascadia — not Northgate — is the borrower under the Existing Elkhorn Facility and the party obligated to repay the outstanding indebtedness. Northgate's interest is in ensuring that the payoff is properly executed so that the closing can occur as contemplated. Elkhorn's interest is in receiving full repayment of the amounts owed, including the prepayment premium. These interests are not in conflict; indeed, both Northgate and Elkhorn share an interest in the successful consummation of the transaction. The payoff of the Existing Elkhorn Facility is a mechanical closing condition and is not expected to involve any contested or adversarial negotiation between Northgate and Elkhorn. The primary negotiation regarding the payoff (including any disputes as to amounts owed) would be between Cascadia (through its counsel, Whitmore, Kessler & Braun LLP) and Elkhorn (through its own counsel).

Syndicate Participation — Acquisition Facility. As a syndicate lender under the Acquisition Facility, Elkhorn will be on the same side of the transaction as Northgate in the sense that both parties have an interest in consummating the financing and closing the Merger. However, as is inherent in any borrower-lender relationship, there exists a natural tension between the borrower side (Northgate and the surviving entity) and the lender side (the syndicate, including Elkhorn) with respect to the specific terms and conditions of the credit agreement, including representations and warranties, financial covenants, events of default, and other provisions. In this regard, C&H, acting on behalf of Northgate, will negotiate the terms of the credit agreement with the syndicate lenders, who are collectively represented by Hargreaves & Liddell LLP. This is the ordinary and expected dynamic in acquisition financing and does not give rise to a conflict of interest. C&H does not represent Elkhorn in this capacity; Hargreaves & Liddell represents the syndicate lenders as a group.

Prior Representation — Substantial Relationship Test. Under the NY Rules and prevailing case law, a former-client conflict arises under Rule 1.9 when a lawyer who has formerly represented a client in a matter subsequently represents another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client. Here, the prior representation of Elkhorn involved CLO structuring and documentation — a subject matter entirely unrelated to the present acquisition transaction. No confidential information obtained during the prior Elkhorn representation could be relevant to or used in connection with this transaction. Accordingly, the substantial relationship test is not satisfied, and no former-client conflict exists under Rule 1.9.

Current Client Conflict Analysis. Under Rule 1.7, a concurrent conflict of interest exists if a lawyer's representation of one client is directly adverse to another current client, or if there is a significant risk that the representation of one client will be materially limited by the lawyer's responsibilities to another client, a former client, or a third person, or by a personal interest of the lawyer. As noted above, Elkhorn is not a current client of C&H. There are no current active matters for Elkhorn on the Firm's system. Accordingly, Rule 1.7's concurrent-client conflict provisions are not implicated.

Assessment. Based on the foregoing analysis, there is no direct, current conflict of interest. The prior closed-matter representation of Elkhorn is not substantially related to any issue in this transaction. The dual role creates an unusual factual circumstance — one that warrants documentation and disclosure — but does not give rise to a conflict under the applicable rules of professional conduct. No confidential information from the prior Elkhorn representation is implicated in any way, and C&H owes no current duty of loyalty to Elkhorn that would constrain its representation of Northgate.

D. Precautionary Measures and Waiver Protocol

Notwithstanding the absence of a formal conflict of interest, C&H has determined, as a matter of best practice and in the exercise of an abundance of caution, to adopt the following precautionary measures in connection with this engagement:

1. Client Disclosure. Philippa Ashworth, General Counsel of Northgate, has been informed in writing of Elkhorn's dual role in this transaction and of C&H's prior representation of Elkhorn in an unrelated matter. This disclosure was included in the engagement letter transmitted to Ms. Ashworth on February 26, 2025. The disclosure describes the nature and scope of C&H's prior relationship with Elkhorn, Elkhorn's dual role as Cascadia's existing lender and a syndicate participant in the Acquisition Facility, and the Firm's assessment that no impermissible conflict of interest exists. Northgate has been asked to acknowledge this disclosure and consent to C&H's continued representation in this matter. It is anticipated that the written acknowledgment will be received from Ms. Ashworth within five (5) business days of the date of the engagement letter.

2. Engagement Team Briefing. Although no formal ethical screen or information barrier is required — given that C&H does not currently represent Elkhorn and the prior representation is not substantially related to this matter — the engagement team has been briefed on Elkhorn's dual role and the Firm's prior relationship. Team members have been instructed that all communications with Elkhorn personnel in connection with the Acquisition Facility should be channeled through Hargreaves & Liddell LLP, in its capacity as lender's counsel, and not directly to Elkhorn personnel. This instruction is intended to maintain the clear delineation of representation and avoid any appearance of impropriety.

3. Payoff Letter Coordination. The payoff letter for the Existing Elkhorn Facility will be coordinated between Cascadia (through its counsel, Whitmore, Kessler & Braun LLP) and Elkhorn (through its own counsel or internal legal department). C&H's involvement in the payoff process will be limited to reviewing the payoff letter from Northgate's perspective and ensuring that it satisfies the applicable closing conditions under the merger agreement. C&H will not represent or purport to represent Elkhorn's interests in connection with the payoff, and will not negotiate the terms of the payoff on Elkhorn's behalf.

4. Ongoing Monitoring. The engagement team will actively monitor for any change in circumstances that could alter this conflicts assessment during the pendency of the transaction. Without limitation, the engagement team will monitor for and promptly escalate any of the following developments: (a) Elkhorn asserting claims against Cascadia under the Existing Elkhorn Facility prior to closing (e.g., claims of default or breach of covenant); (b) the emergence of a dispute within the lending syndicate that places Elkhorn in an adversarial position relative to Northgate; (c) any new request for C&H to represent Elkhorn in any capacity; or (d) any other development that could create the appearance or reality of a conflict. In the event any such development occurs, the engagement team will immediately consult with the Firm's General Counsel's Office and Conflicts Committee and will take such further action as may be required, including, if necessary, seeking additional waivers or, in extreme circumstances, considering withdrawal from the representation.

E. Documentation. The following documents have been or will be placed in the matter conflict file maintained by the Firm's Conflicts Department for C&H Matter No. 1022-00006:

• Conflict search results printout from the CNB System (dated February 24, 2025), reflecting all searches conducted in connection with this engagement.

• This memorandum, in final executed form.

• Copy of the engagement letter addressed to Philippa Ashworth, General Counsel, Northgate Telecommunications PLC (dated February 26, 2025), containing the disclosure of Elkhorn's dual role and C&H's prior representation of Elkhorn.

• Written acknowledgment and consent from Philippa Ashworth on behalf of Northgate (anticipated to be received within five (5) business days of February 26, 2025). Upon receipt, the acknowledgment will be filed in the matter conflict file and a confirmation memorandum will be circulated to the engagement team and the Firm's General Counsel's Office.

VI. Additional Considerations

In addition to the Elkhorn matter addressed in Section V above, the following parties and relationships were noted during the conflicts review process as warranting brief additional commentary, even though no conflicts were identified:

A. Whitmore, Kessler & Braun LLP (Target's Counsel)

Whitmore, Kessler & Braun LLP ("WKB") serves as counsel to Cascadia and its board of directors in connection with the proposed Merger. In this capacity, WKB is adverse counsel to C&H in this transaction. A review of the Firm's CNB System confirmed that C&H has no current matters jointly with WKB or adverse to WKB that would create a conflict. There are no pending or recently closed matters in which C&H and WKB have appeared on the same side or on opposing sides in a manner that would create an issue. The adversarial posture between C&H and WKB in this transaction is routine and expected and does not require any further action. Confirmed: no issues.

B. Pinnacle Atlantic Bank, N.A. (Lead Lender)

Pinnacle Atlantic Bank, N.A. ("Pinnacle Atlantic") serves as administrative agent and lead arranger of the $500,000,000 Acquisition Facility. As noted in Section IV.B, C&H has previously represented Pinnacle Atlantic in unrelated lending transactions on behalf of other clients. These prior representations involved different transaction types and different borrowers and are not substantially related to the present engagement. In the current transaction, Pinnacle Atlantic is on the same side as Northgate in the sense that both parties share an interest in completing the financing and closing the Merger. However, Pinnacle Atlantic is not a client of C&H in this matter. Pinnacle Atlantic and the rest of the lending syndicate are represented by their own counsel, Hargreaves & Liddell LLP. No conflict exists, and no waiver is needed. The Firm's prior representations of Pinnacle Atlantic in unrelated matters do not create a duty of loyalty or confidentiality that would in any way constrain C&H's representation of Northgate in negotiating the terms of the Acquisition Facility.

C. Timberline Growth Partners and Ridgecrest Venture Fund III (Cascadia Stockholders)

Timberline Growth Partners, LP ("Timberline"), holding approximately 42.3% of Cascadia's outstanding common stock, and Ridgecrest Venture Fund III, LP ("Ridgecrest"), holding approximately 17.8% of Cascadia's outstanding common stock, are the two largest stockholders of Cascadia. Their respective general partners — Timberline Growth Management, LLC and Ridgecrest Capital Management, LLC — are represented on Cascadia's board of directors by Clive Atherton and Rebecca Montrose, respectively.

C&H does not represent and has not represented either Timberline or Ridgecrest, or their respective general partners, in any matter. Both entities are effectively adverse parties in this transaction, in that they are selling stockholders who will receive the merger consideration in exchange for their shares. However, it is anticipated that both Timberline and Ridgecrest will enter into voting support agreements obligating them to vote their shares in favor of the Merger, which aligns their immediate interests with the completion of the transaction. Notwithstanding this alignment, they remain counterparties to Northgate in the negotiation of the merger agreement and ancillary documents (including any indemnification or escrow arrangements). No conflicts were identified with respect to either entity.

D. Insurance Carriers

Gresham Underwriting Group, Ltd. (representations and warranties insurance broker), Marlowe Asset Management Specialty Insurance Co. (representations and warranties insurance carrier), and Pemberton D&O Assurance, Ltd. (directors' and officers' tail insurance carrier) were each searched in the CNB System. No current or prior C&H representations of any of these entities were identified that would create a conflict. These entities play ancillary roles in the transaction, and their interests are not adverse to Northgate's interests. No further action is required with respect to any of these parties.

VII. Conclusion and Clearance

Based on the comprehensive conflicts search conducted on February 24, 2025, and the detailed analysis set forth in this memorandum, this engagement is hereby cleared for conflicts purposes.

The sole flagged item identified during the conflicts review — Elkhorn Capital Markets, LLC's dual role as (i) the lender under Cascadia's existing term loan facility (with approximately $82,600,000 in outstanding principal) and (ii) a syndicate participant (with a $75,000,000 commitment) in the $500,000,000 Acquisition Facility being arranged by Pinnacle Atlantic Bank, N.A. to partially fund the merger consideration, combined with C&H's prior closed representation of Elkhorn in an unrelated structured finance matter — does not give rise to an impermissible conflict of interest under the applicable rules of professional conduct. The prior representation is not substantially related to any matter at issue in the current transaction. No confidential information from the prior engagement is implicated. Elkhorn is not a current client of the Firm.

Appropriate disclosure of the Elkhorn matter has been made to the client in the engagement letter dated February 26, 2025, and the client's written acknowledgment and consent have been requested. Precautionary measures — including engagement team briefing, communication protocols, and ongoing monitoring procedures — have been implemented as described in Section V.D above.

The engagement team is authorized to proceed with all workstreams under C&H Matter No. 1022-00006 / Billing No. 78432.001, including but not limited to due diligence, transaction document drafting and negotiation, regulatory filings, financing documentation, and all other activities within the scope of the engagement as described in the engagement letter.

VIII. Approval and Sign-Off

Prepared by:

Andrew Fitzpatrick Lead Associate, Mergers & Acquisitions Calderwood & Harkness LLP

Reviewed by:

Harrison Wexford Billing Partner, Mergers & Acquisitions Calderwood & Harkness LLP

Approved by:

Oliver Mackenzie Responsible Partner, Mergers & Acquisitions Calderwood & Harkness LLP

REVIEWED AND APPROVED:

By: ________

Name: Harrison Wexford

Title: Billing Partner, Mergers & Acquisitions

Date: ________

FINAL APPROVAL:

By: ________

Name: Oliver Mackenzie

Title: Responsible Partner, Mergers & Acquisitions

Date: ________

cc: Calderwood & Harkness LLP General Counsel's Office / Conflicts Committee File

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: Oliver Mackenzie, Responsible Partner, Mergers & Acquisitions
FROM: Harrison Wexford, Billing Partner, Mergers & Acquisitions Andrew Fitzpatrick, Lead Associate, Mergers & Acquisitions
DATE: February 26, 2025
RE: Conflict Check Results — Northgate Telecommunications PLC Proposed Acquisition of Cascadia Fiber Networks, Inc. (C&H Matter No. 1022-00006 / Billing No. 78432.001)
I. Purpose and Summary
This memorandum documents the results of the conflicts clearance process conducted in connection with Calderwood & Harkness LLP's ("C&H" or the "Firm") proposed representation of Northgate Telecommunications PLC ("Northgate" or "NTP") as acquirer's counsel in its proposed $750,000,000 all-cash forward merger acquisition of Cascadia Fiber Networks, Inc. ("Cascadia" or "CFN"). The memorandum has been prepared in accordance with the Firm's conflicts clearance policies and procedures, as set forth in the Calderwood & Harkness LLP General Counsel's Office Policy Manual (revised January 2024), and is intended to serve as the definitive record of the conflicts analysis for this engagement.
The conflict check was initiated on February 24, 2025, immediately following the Firm's receipt of preliminary engagement instructions from Philippa Ashworth, General Counsel of Northgate. The search was conducted across all relevant databases and resources maintained by the Firm, as described in greater detail in Section IV below. The conflict check was cleared on February 26, 2025, the same date on which the engagement was formally opened in the Firm's matter management system.
Summary Conclusion: Based on a thorough review of the conflicts database search results and the analysis set forth herein, no impermissible conflicts of interest exist that would preclude C&H from undertaking this representation. One potential issue was identified in the course of the review — specifically, the dual role occupied by Elkhorn Capital Markets, LLC ("Elkhorn") as both (i) the lender under Cascadia's existing term loan facility and (ii) a syndicate participant in the acquisition financing being arranged by Pinnacle Atlantic Bank, N.A. — combined with the Firm's prior closed representation of Elkhorn in an unrelated matter. This issue has been analyzed in detail and addressed through appropriate disclosure and precautionary waiver protocol, as set forth in Section V below. No other matters requiring further analysis, disclosure, or waiver were identified.
II. Engagement Background
The following summarizes the material facts concerning the proposed engagement and the underlying transaction, based on information provided by the client and gathered through the engagement intake process.
Client. The prospective client is Northgate Telecommunications PLC, a public limited company organized and existing under the laws of England and Wales, with its principal executive offices located at 14 Broadwick Place, London W1F 8HN, United Kingdom. Northgate's ordinary shares are admitted to trading on the Main Market of the London Stock Exchange under the ticker symbol "NTP," and its American Depositary Receipts trade on the New York Stock Exchange under the ticker symbol "NTPL." Northgate is a multinational telecommunications and digital infrastructure company, with operations spanning the United Kingdom, continental Europe, and North America. The company's Chief Executive Officer is Sir Malcolm Trent, KBE. The primary client contact for this engagement is Philippa Ashworth, General Counsel of Northgate.
Transaction. The proposed transaction is structured as a forward merger under Section 251 of the Delaware General Corporation Law (the "DGCL"). A newly formed Delaware corporation, NTP Acquisition Sub, Inc. (Delaware File No. 7301524, incorporated on February 21, 2025, with Liam Sutherland, Vice President of Corporate Development at Northgate, serving as its sole director), will merge with and into Cascadia, with Cascadia surviving the merger as a wholly owned subsidiary of Northgate (the "Merger"). Upon consummation of the Merger, each outstanding share of Cascadia common stock (other than shares held by Northgate, the Merger Sub, or any of their respective subsidiaries, and shares held by stockholders who properly exercise appraisal rights under DGCL § 262) will be converted into the right to receive a portion of the aggregate merger consideration in cash, without interest and subject to applicable withholding.
Aggregate Merger Consideration. The aggregate merger consideration is $750,000,000 in cash. There is no stock component to the consideration. The per-share consideration will be determined based on the fully diluted capitalization of Cascadia at closing, after giving effect to the exercise, conversion, or cancellation (as applicable) of all outstanding options, warrants, and other convertible securities.
Financing. The cash merger consideration will be funded from two sources: (a) a $500,000,000 senior secured credit facility (the "Acquisition Facility") with Pinnacle Atlantic Bank, N.A. ("Pinnacle Atlantic") serving as administrative agent and lead arranger, pursuant to a commitment letter dated March 10, 2025 (Reference: PAB-CL-2025-03102), with syndicate participation from Commonwealth Trust Bank ($125,000,000 commitment), Dralvecen National Bank ($100,000,000 commitment), and Elkhorn Capital Markets, LLC ($75,000,000 commitment); and (b) approximately $250,000,000 in cash on hand from Northgate's existing corporate treasury and available liquidity.
Target Signing Date. The parties are targeting execution of the definitive merger agreement on or about April 7, 2025.
Letter of Intent. The non-binding letter of intent governing the proposed transaction (Reference: NTP-CFN-LOI-2025-001) was executed by the parties on February 14, 2025. The letter of intent includes customary exclusivity, confidentiality, and standstill provisions binding on both parties during the negotiation period.
Scope of C&H Engagement. C&H has been engaged to provide full representation to Northgate across all workstreams of the transaction, including without limitation: (i) drafting, negotiation, and execution of the definitive merger agreement and all ancillary transaction documents; (ii) coordination and oversight of the legal due diligence investigation of Cascadia; (iii) preparation and filing of all required regulatory approvals and notifications, including under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended), and any applicable foreign investment or telecommunications regulatory filings; (iv) negotiation and documentation of the Acquisition Facility and related financing arrangements; (v) coordination with the representations and warranties insurance broker and carrier; and (vi) all activities necessary to achieve closing of the Merger.
III. Parties and Entities Searched
The following is a comprehensive list of all parties, entities, and individuals included in the conflicts search. Each party, entity, and individual was searched using all known names, trade names, short names, and commonly used abbreviations, as applicable.
A. Client-Side Entities
1.  Northgate Telecommunications PLC, including all known subsidiaries and affiliates as identified in Northgate's most recent annual report filed with the London Stock Exchange and the U.S. Securities and Exchange Commission (Form 20-F).
2.  NTP Acquisition Sub, Inc., a Delaware corporation (Delaware File No. 7301524; Employer Identification Number: 93-2587401), formed on February 21, 2025, as a direct wholly owned subsidiary of Northgate for the sole purpose of effecting the Merger.
3.  Sir Malcolm Trent, KBE, Chief Executive Officer, Northgate Telecommunications PLC.
4.  Gemma Haverford, Chief Financial Officer, Northgate Telecommunications PLC.
5.  Philippa Ashworth, General Counsel, Northgate Telecommunications PLC.
6.  Liam Sutherland, Vice President, Corporate Development, Northgate Telecommunications PLC; sole director of NTP Acquisition Sub, Inc.
7.  Dame Catherine Enright, DBE, Chair of the Board of Directors, Northgate Telecommunications PLC.
8.  Prumvane Brothers & Co., financial advisor to Northgate in connection with the proposed transaction. Lead managing director: Simone Favreau. Vice president on the engagement: Nathan Chu.
9.  Hawthorne & Sable LLP, accounting and tax advisor to Northgate in connection with the proposed transaction. Engagement partner: Douglas Kirwan. Tax partner: Elena Montague.
B. Target-Side Entities
1.  Cascadia Fiber Networks, Inc., a Delaware corporation (Delaware File No. 5197843; Employer Identification Number: 45-6128937), with its principal executive offices located at 2750 NW Thurman Street, Suite 400, Portland, Oregon 97210. Cascadia is a privately held provider of fiber-optic telecommunications infrastructure and managed network services, with operations primarily in the Pacific Northwest region of the United States.
2.  Derek Holmgren, Chief Executive Officer and Co-Founder, Cascadia Fiber Networks, Inc.
3.  Priya Ramachandran, Chief Technology Officer and Co-Founder, Cascadia Fiber Networks, Inc.
4.  Tobias Engel, Chief Financial Officer, Cascadia Fiber Networks, Inc.
5.  Sandra Whitfield, General Counsel, Cascadia Fiber Networks, Inc.
6.  Clive Atherton, Chair of the Board of Directors, Cascadia Fiber Networks, Inc. Mr. Atherton also serves as Managing Partner of Timberline Growth Management, LLC, the general partner of Timberline Growth Partners, LP (Cascadia's largest stockholder).
7.  Rebecca Montrose, Director, Cascadia Fiber Networks, Inc. Ms. Montrose also serves as Managing Director of Ridgecrest Capital Management, LLC, the general partner of Ridgecrest Venture Fund III, LP (Cascadia's second-largest stockholder).
8.  Gerald Foss, Independent Director, Cascadia Fiber Networks, Inc.
9.  Diane Okamoto, Independent Director, Cascadia Fiber Networks, Inc.
10.  Timberline Growth Partners, LP, holder of approximately 42.3% of the outstanding common stock of Cascadia. General Partner: Timberline Growth Management, LLC. Address: 888 SW Fifth Avenue, Suite 1500, Portland, Oregon 97204.
11.  Ridgecrest Venture Fund III, LP, holder of approximately 17.8% of the outstanding common stock of Cascadia. General Partner: Ridgecrest Capital Management, LLC. Address: 101 California Street, Suite 3200, San Francisco, California 94111.
C. Opposing / Target's Counsel
1.  Whitmore, Kessler & Braun LLP, counsel to Cascadia and its board of directors in connection with the proposed transaction. Lead partner: Jonathan Kessler. Associate lead: Megan Tsai. Regulatory counsel: Aaron Whitmore. Address: 1120 SW Quelston Street, Suite 800, Portland, Oregon 97205.
2.  Copperfield Zanthor & Partners, financial advisor to Cascadia and its board of directors in connection with the proposed transaction. Lead managing director: Paul Tremaine. Vice president on the engagement: Leah Gutierrez. Address: 555 Market Street, Suite 2600, San Francisco, California 94105.
D. Financing Parties
1.  Pinnacle Atlantic Bank, N.A., administrative agent and lead arranger of the $500,000,000 Acquisition Facility. Address: 270 Park Place, Charlotte, North Carolina 28202. Lead banker: Richard Dormer, Managing Director, Leveraged Finance. Pinnacle Atlantic's individual commitment under the Acquisition Facility is $200,000,000.
2.  Commonwealth Trust Bank, syndicate lender under the Acquisition Facility. Commitment: $125,000,000.
3.  Dralvecen National Bank, syndicate lender under the Acquisition Facility. Commitment: $100,000,000.
4.  Elkhorn Capital Markets, LLC, syndicate lender under the Acquisition Facility ($75,000,000 commitment). Elkhorn also serves as the lender under Cascadia's existing term loan facility, under which approximately $82,600,000 in principal is currently outstanding.
5.  Hargreaves & Liddell LLP, counsel to the lending syndicate (including Pinnacle Atlantic, Commonwealth Trust, Dralvecen National, and Elkhorn) in connection with the Acquisition Facility. Lead partner: Victoria Penn. Address: One Liberty Plaza, 48th Floor, New York, New York 10006.
E. Other Transaction Parties
1.  Clearfield Escrow Services, Inc., escrow agent for the transaction. Escrow officer: Martin Grieves. Address: 100 Wall Street, 20th Floor, New York, New York 10005.
2.  Gresham Underwriting Group, Ltd., representations and warranties insurance broker. Address: 25 Old Broad Street, London EC2N 1HQ.
3.  Marlowe Asset Management Specialty Insurance Co., representations and warranties insurance carrier. Address: 175 Water Street, 22nd Floor, New York, New York 10038.
4.  Pemberton D&O Assurance, Ltd., directors' and officers' tail insurance carrier for the pre-closing period. Address: 71 Fenchurch Street, London EC3M 4BS.
5.  Trident Transfer Agency, Inc., transfer and paying agent for the merger consideration. Address: 480 Washington Boulevard, Jersey City, New Jersey 07310.
6.  Alderman Proxy Advisors, LLC, proxy solicitor (if stockholder vote is required). Address: 1407 Broadway, 27th Floor, New York, New York 10018.
7.  Corporation Trust Associates, registered agent for NTP Acquisition Sub, Inc. in the State of Delaware. Address: 1209 Orange Street, Wilmington, Delaware 19801.
F. Key Commercial Counterparties of Cascadia
Based on information provided by Northgate and its financial advisor, the following key commercial counterparties of Cascadia were identified and included in the conflicts search due to the materiality of their contractual relationships with Cascadia and the anticipated need to obtain change-of-control consents in connection with the Merger:
1.  Pacific Ridge Data Centers, LLC, counterparty to a master services agreement with Cascadia representing approximately $22,000,000 in annualized revenue. The master services agreement contains a change-of-control provision requiring the consent of Pacific Ridge to the consummation of the Merger.
2.  Clearpath Internet Services, Inc., counterparty to a wholesale fiber indefeasible right of use ("IRU") agreement with Cascadia. The IRU agreement contains a change-of-control provision requiring the consent of Clearpath to the consummation of the Merger.
IV. Conflicts Database Search Results
A. Methodology.  A comprehensive search was conducted in the Calderwood & Harkness LLP Conflicts and New Business Intake System (the "CNB System") on February 24, 2025, at the direction of the undersigned. The search was performed using all entity names, trade names, short names, commonly used abbreviations, and individual names listed in Section III above, as well as any known aliases or prior names. Specifically, the following databases and resources were queried:
•  Active Matters Database: All currently open and active client matters across all Firm practice groups and offices worldwide.
•  Closed Matters Database (10-Year Lookback): All matters closed within the preceding ten (10) years (i.e., matters closed on or after February 24, 2015), consistent with the Firm's standard lookback period for conflicts purposes.
•  Lateral Hire Prior Representations Database: All prior representations disclosed by lateral partners and counsel who joined the Firm within the preceding five (5) years, to the extent such representations were entered into the CNB System in accordance with the Firm's lateral intake procedures.
•  Pending Business Development Opportunities: All pending new business opportunities and prospective engagements logged in the CNB System as of the date of the search.
•  General Counsel's Office Watch List: The Firm's internal watch list maintained by the General Counsel's Office, which flags entities and individuals subject to special monitoring due to prior ethical issues, sanctions, or other risk factors.
The search was conducted by the Firm's Conflicts Department under the supervision of Marlena Quinn, Director of Conflicts and New Business Intake, and the results were reviewed and analyzed by Andrew Fitzpatrick, Lead Associate, and Harrison Wexford, Billing Partner, both of the Mergers & Acquisitions practice group.
B. Results — No Conflicts (Clean)
The following parties, entities, and individuals returned no results in the conflicts search that would give rise to a conflict of interest, or returned results that, upon analysis, do not present any conflict of interest or other impediment to the Firm's proposed representation of Northgate in this matter:
•  Northgate Telecommunications PLC: No prior or current Firm representation of Northgate was identified in the CNB System. No representation adverse to Northgate was identified in any active or closed matter. This is a new client relationship for the Firm.
•  NTP Acquisition Sub, Inc.: As a newly formed entity, incorporated on February 21, 2025, no prior matters were identified, as expected. The entity was searched as a precautionary measure.
•  All Northgate Officers and Directors (Sir Malcolm Trent, KBE; Gemma Haverford; Philippa Ashworth; Liam Sutherland; Dame Catherine Enright, DBE): No current or prior Firm representations of any of these individuals in their personal capacities were identified. No representations adverse to any of these individuals were identified that would create a conflict with respect to this engagement.
•  Cascadia Fiber Networks, Inc.: No prior or current Firm representation of Cascadia was identified in the CNB System. No representation adverse to Cascadia was identified that is substantially related to this engagement. Cascadia is not and has never been a client of the Firm.
•  All Cascadia Officers, Directors, and Investors (Derek Holmgren; Priya Ramachandran; Tobias Engel; Sandra Whitfield; Clive Atherton; Rebecca Montrose; Gerald Foss; Diane Okamoto; Timberline Growth Partners, LP; Timberline Growth Management, LLC; Ridgecrest Venture Fund III, LP; Ridgecrest Capital Management, LLC): No current Firm representations of any of these individuals or entities were identified. No prior representations were identified that would be substantially related to the subject matter of this engagement or that would otherwise give rise to a conflict of interest.
•  Whitmore, Kessler & Braun LLP: No current matters were identified in which C&H is adverse to Whitmore, Kessler & Braun LLP, or in which Whitmore, Kessler & Braun LLP appears as opposing counsel in a matter that is substantially related to this transaction. Whitmore, Kessler & Braun LLP serves as adverse counsel in this transaction (representing Cascadia and its board), which is a routine posture and does not itself create a conflict.
•  Prumvane Brothers & Co.: The search returned results reflecting that C&H has engaged Prumvane Brothers & Co. as financial advisor on prior unrelated transactions undertaken on behalf of other C&H clients. These prior engagements do not create a conflict with respect to this matter. Prumvane Brothers is serving as Northgate's financial advisor, and its interests are aligned with those of C&H's client.
•  Copperfield Zanthor & Partners: No current or prior Firm representations of Copperfield Zanthor were identified that would create a conflict. Copperfield Zanthor serves as Cascadia's financial advisor in this transaction.
•  Pinnacle Atlantic Bank, N.A.: The search returned results reflecting that C&H has previously represented Pinnacle Atlantic Bank in unrelated lending transactions for other clients. No current representation of Pinnacle Atlantic is active. No adverse representations were identified. The prior representations are not substantially related to the present engagement. Pinnacle Atlantic is not an C&H client in this matter and is represented by its own counsel, Hargreaves & Liddell LLP. See additional discussion in Section VI.B below.
•  Commonwealth Trust Bank: No current Firm representations were identified that would create a conflict with respect to this engagement.
•  Dralvecen National Bank: No current Firm representations were identified that would create a conflict with respect to this engagement.
•  Hargreaves & Liddell LLP: No conflicts were identified. Hargreaves & Liddell LLP serves as lender's counsel in this transaction.
•  Clearfield Escrow Services, Inc.: No conflicts were identified.
•  Hawthorne & Sable LLP: No conflicts were identified.
•  Gresham Underwriting Group, Ltd.: No conflicts were identified.
•  Marlowe Asset Management Specialty Insurance Co.: No conflicts were identified.
•  Pemberton D&O Assurance, Ltd.: No conflicts were identified.
•  Trident Transfer Agency, Inc.: No conflicts were identified.
•  Alderman Proxy Advisors, LLC: No conflicts were identified.
•  Corporation Trust Associates: Not searched as a principal party; Corporation Trust Associates serves solely as registered agent and occupies no substantive role in the transaction.
•  Pacific Ridge Data Centers, LLC: No current Firm representations were identified. Pacific Ridge is not a client of the Firm and the Firm has no current matters adverse to Pacific Ridge.
•  Clearpath Internet Services, Inc.: No current Firm representations were identified. Clearpath is not a client of the Firm and the Firm has no current matters adverse to Clearpath.
C. Results — Flagged Matter Requiring Analysis
•  Elkhorn Capital Markets, LLC: The search returned one flagged result requiring further analysis. Specifically, the CNB System identified a prior closed matter in which C&H represented Elkhorn Capital Markets, LLC. In addition, as noted in Section III.D above, Elkhorn occupies a dual role in the present transaction — as both Cascadia's existing term loan lender and a syndicate participant in the Acquisition Facility. This combination of factors warranted a detailed conflicts analysis, which is set forth in Section V below.
V. Elkhorn Capital Markets, LLC — Dual Role Analysis and Waiver Protocol
A. Identification of the Issue
Elkhorn Capital Markets, LLC ("Elkhorn") occupies a dual role in the proposed transaction, which, together with the Firm's prior representation of Elkhorn, warrants specific analysis under the applicable rules of professional conduct:
Role 1 — Existing Cascadia Lender. Elkhorn is the lender under Cascadia's existing senior secured term loan facility (the "Existing Elkhorn Facility"), originally entered into on or about June 15, 2021, as amended. As of the most recent date for which information is available, approximately $82,600,000 in aggregate principal amount is outstanding under the Existing Elkhorn Facility. The Existing Elkhorn Facility contains a "change of control" provision, which, among other things, triggers a mandatory prepayment obligation upon the consummation of any transaction resulting in a change of control of the borrower (Cascadia). Based on the terms of the Existing Elkhorn Facility as described in the letter of intent and preliminary due diligence materials, the mandatory prepayment obligation includes a 1.0% prepayment premium, amounting to approximately $826,000. The Existing Elkhorn Facility will be retired in full at or prior to the closing of the Merger pursuant to a payoff letter to be delivered by Elkhorn. The payoff proceeds — including all outstanding principal, accrued and unpaid interest, the prepayment premium, and any other amounts owed under the Existing Elkhorn Facility — will be funded from the closing proceeds available under the Merger and the Acquisition Facility.
Role 2 — Syndicate Participant in Acquisition Financing. Simultaneously, Elkhorn has committed $75,000,000 as a syndicate member in the $500,000,000 Acquisition Facility being arranged by Pinnacle Atlantic Bank, N.A. as administrative agent and lead arranger. Under the Acquisition Facility, Elkhorn will become a lender to the post-closing combined entity (i.e., Cascadia as a wholly owned subsidiary of Northgate, or such other borrower as may be designated under the credit agreement), and Northgate will serve as a guarantor of the obligations thereunder. The entire lending syndicate, including Elkhorn, is represented by Hargreaves & Liddell LLP in connection with the documentation and negotiation of the Acquisition Facility.
In summary, Elkhorn will be repaid in full on one facility at closing and will simultaneously become a new lender under a different facility funding the same transaction. This dual role, while not uncommon in acquisition finance transactions, requires careful analysis in light of C&H's professional obligations.
B. C&H's Relationship to Elkhorn
The conflicts search conducted on February 24, 2025 revealed that the Firm previously represented Elkhorn Capital Markets, LLC in an unrelated structured finance matter. Specifically, the Firm represented Elkhorn in connection with the structuring and documentation of a collateralized loan obligation ("CLO") transaction (C&H closed matter number withheld from this memorandum for confidentiality purposes). That engagement was completed approximately three years ago, and the matter has been closed in the Firm's system. The engagement involved the preparation of offering documents, indenture documentation, and related ancillary agreements for a CLO issuance. The subject matter of that prior representation — CLO structuring and documentation — bears no relationship to the subject matter of the current transaction, which involves a forward merger, acquisition financing, and related M&A workstreams.
No current active matters for Elkhorn exist on the Firm's CNB System. No current matters adverse to Elkhorn were identified. The Firm has no ongoing attorney-client relationship with Elkhorn.
In the current transaction, C&H does not represent Elkhorn in any capacity whatsoever. Elkhorn is represented by Hargreaves & Liddell LLP in its capacity as a member of the lending syndicate under the Acquisition Facility, and Elkhorn is represented by its own internal counsel (or such outside counsel as it may retain) with respect to its rights and obligations under the Existing Elkhorn Facility. C&H's representation in this matter is limited exclusively to Northgate Telecommunications PLC as the acquirer.
C. Analysis of Potential Conflict
The analysis below considers whether Elkhorn's dual role, combined with C&H's prior representation of Elkhorn, gives rise to a conflict of interest under the New York Rules of Professional Conduct (the "NY Rules"), which govern C&H's New York-based practice, and, to the extent applicable, the Model Rules of Professional Conduct (the "Model Rules").
Direct Adversity — Payoff of the Existing Elkhorn Facility. In connection with the closing of the Merger, C&H, acting on behalf of Northgate, will be involved in reviewing, coordinating, and confirming the payoff of the Existing Elkhorn Facility. This involves ensuring that the payoff letter delivered by Elkhorn accurately reflects the amounts required to satisfy Cascadia's obligations in full, and that the payoff satisfies the closing conditions set forth in the merger agreement (including the requirement that Cascadia be free of all funded indebtedness at closing, other than indebtedness under the Acquisition Facility).
Critically, C&H's client (Northgate) and Elkhorn are not directly adverse with respect to the payoff. Cascadia — not Northgate — is the borrower under the Existing Elkhorn Facility and the party obligated to repay the outstanding indebtedness. Northgate's interest is in ensuring that the payoff is properly executed so that the closing can occur as contemplated. Elkhorn's interest is in receiving full repayment of the amounts owed, including the prepayment premium. These interests are not in conflict; indeed, both Northgate and Elkhorn share an interest in the successful consummation of the transaction. The payoff of the Existing Elkhorn Facility is a mechanical closing condition and is not expected to involve any contested or adversarial negotiation between Northgate and Elkhorn. The primary negotiation regarding the payoff (including any disputes as to amounts owed) would be between Cascadia (through its counsel, Whitmore, Kessler & Braun LLP) and Elkhorn (through its own counsel).
Syndicate Participation — Acquisition Facility. As a syndicate lender under the Acquisition Facility, Elkhorn will be on the same side of the transaction as Northgate in the sense that both parties have an interest in consummating the financing and closing the Merger. However, as is inherent in any borrower-lender relationship, there exists a natural tension between the borrower side (Northgate and the surviving entity) and the lender side (the syndicate, including Elkhorn) with respect to the specific terms and conditions of the credit agreement, including representations and warranties, financial covenants, events of default, and other provisions. In this regard, C&H, acting on behalf of Northgate, will negotiate the terms of the credit agreement with the syndicate lenders, who are collectively represented by Hargreaves & Liddell LLP. This is the ordinary and expected dynamic in acquisition financing and does not give rise to a conflict of interest. C&H does not represent Elkhorn in this capacity; Hargreaves & Liddell represents the syndicate lenders as a group.
Prior Representation — Substantial Relationship Test. Under the NY Rules and prevailing case law, a former-client conflict arises under Rule 1.9 when a lawyer who has formerly represented a client in a matter subsequently represents another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client. Here, the prior representation of Elkhorn involved CLO structuring and documentation — a subject matter entirely unrelated to the present acquisition transaction. No confidential information obtained during the prior Elkhorn representation could be relevant to or used in connection with this transaction. Accordingly, the substantial relationship test is not satisfied, and no former-client conflict exists under Rule 1.9.
Current Client Conflict Analysis. Under Rule 1.7, a concurrent conflict of interest exists if a lawyer's representation of one client is directly adverse to another current client, or if there is a significant risk that the representation of one client will be materially limited by the lawyer's responsibilities to another client, a former client, or a third person, or by a personal interest of the lawyer. As noted above, Elkhorn is not a current client of C&H. There are no current active matters for Elkhorn on the Firm's system. Accordingly, Rule 1.7's concurrent-client conflict provisions are not implicated.
Assessment. Based on the foregoing analysis, there is no direct, current conflict of interest. The prior closed-matter representation of Elkhorn is not substantially related to any issue in this transaction. The dual role creates an unusual factual circumstance — one that warrants documentation and disclosure — but does not give rise to a conflict under the applicable rules of professional conduct. No confidential information from the prior Elkhorn representation is implicated in any way, and C&H owes no current duty of loyalty to Elkhorn that would constrain its representation of Northgate.
D. Precautionary Measures and Waiver Protocol
Notwithstanding the absence of a formal conflict of interest, C&H has determined, as a matter of best practice and in the exercise of an abundance of caution, to adopt the following precautionary measures in connection with this engagement:
1.  Client Disclosure. Philippa Ashworth, General Counsel of Northgate, has been informed in writing of Elkhorn's dual role in this transaction and of C&H's prior representation of Elkhorn in an unrelated matter. This disclosure was included in the engagement letter transmitted to Ms. Ashworth on February 26, 2025. The disclosure describes the nature and scope of C&H's prior relationship with Elkhorn, Elkhorn's dual role as Cascadia's existing lender and a syndicate participant in the Acquisition Facility, and the Firm's assessment that no impermissible conflict of interest exists. Northgate has been asked to acknowledge this disclosure and consent to C&H's continued representation in this matter. It is anticipated that the written acknowledgment will be received from Ms. Ashworth within five (5) business days of the date of the engagement letter.
2.  Engagement Team Briefing. Although no formal ethical screen or information barrier is required — given that C&H does not currently represent Elkhorn and the prior representation is not substantially related to this matter — the engagement team has been briefed on Elkhorn's dual role and the Firm's prior relationship. Team members have been instructed that all communications with Elkhorn personnel in connection with the Acquisition Facility should be channeled through Hargreaves & Liddell LLP, in its capacity as lender's counsel, and not directly to Elkhorn personnel. This instruction is intended to maintain the clear delineation of representation and avoid any appearance of impropriety.
3.  Payoff Letter Coordination. The payoff letter for the Existing Elkhorn Facility will be coordinated between Cascadia (through its counsel, Whitmore, Kessler & Braun LLP) and Elkhorn (through its own counsel or internal legal department). C&H's involvement in the payoff process will be limited to reviewing the payoff letter from Northgate's perspective and ensuring that it satisfies the applicable closing conditions under the merger agreement. C&H will not represent or purport to represent Elkhorn's interests in connection with the payoff, and will not negotiate the terms of the payoff on Elkhorn's behalf.
4.  Ongoing Monitoring. The engagement team will actively monitor for any change in circumstances that could alter this conflicts assessment during the pendency of the transaction. Without limitation, the engagement team will monitor for and promptly escalate any of the following developments: (a) Elkhorn asserting claims against Cascadia under the Existing Elkhorn Facility prior to closing (e.g., claims of default or breach of covenant); (b) the emergence of a dispute within the lending syndicate that places Elkhorn in an adversarial position relative to Northgate; (c) any new request for C&H to represent Elkhorn in any capacity; or (d) any other development that could create the appearance or reality of a conflict. In the event any such development occurs, the engagement team will immediately consult with the Firm's General Counsel's Office and Conflicts Committee and will take such further action as may be required, including, if necessary, seeking additional waivers or, in extreme circumstances, considering withdrawal from the representation.
E. Documentation.  The following documents have been or will be placed in the matter conflict file maintained by the Firm's Conflicts Department for C&H Matter No. 1022-00006:
•  Conflict search results printout from the CNB System (dated February 24, 2025), reflecting all searches conducted in connection with this engagement.
•  This memorandum, in final executed form.
•  Copy of the engagement letter addressed to Philippa Ashworth, General Counsel, Northgate Telecommunications PLC (dated February 26, 2025), containing the disclosure of Elkhorn's dual role and C&H's prior representation of Elkhorn.
•  Written acknowledgment and consent from Philippa Ashworth on behalf of Northgate (anticipated to be received within five (5) business days of February 26, 2025). Upon receipt, the acknowledgment will be filed in the matter conflict file and a confirmation memorandum will be circulated to the engagement team and the Firm's General Counsel's Office.
VI. Additional Considerations
In addition to the Elkhorn matter addressed in Section V above, the following parties and relationships were noted during the conflicts review process as warranting brief additional commentary, even though no conflicts were identified:
A. Whitmore, Kessler & Braun LLP (Target's Counsel)
Whitmore, Kessler & Braun LLP ("WKB") serves as counsel to Cascadia and its board of directors in connection with the proposed Merger. In this capacity, WKB is adverse counsel to C&H in this transaction. A review of the Firm's CNB System confirmed that C&H has no current matters jointly with WKB or adverse to WKB that would create a conflict. There are no pending or recently closed matters in which C&H and WKB have appeared on the same side or on opposing sides in a manner that would create an issue. The adversarial posture between C&H and WKB in this transaction is routine and expected and does not require any further action. Confirmed: no issues.
B. Pinnacle Atlantic Bank, N.A. (Lead Lender)
Pinnacle Atlantic Bank, N.A. ("Pinnacle Atlantic") serves as administrative agent and lead arranger of the $500,000,000 Acquisition Facility. As noted in Section IV.B, C&H has previously represented Pinnacle Atlantic in unrelated lending transactions on behalf of other clients. These prior representations involved different transaction types and different borrowers and are not substantially related to the present engagement. In the current transaction, Pinnacle Atlantic is on the same side as Northgate in the sense that both parties share an interest in completing the financing and closing the Merger. However, Pinnacle Atlantic is not a client of C&H in this matter. Pinnacle Atlantic and the rest of the lending syndicate are represented by their own counsel, Hargreaves & Liddell LLP. No conflict exists, and no waiver is needed. The Firm's prior representations of Pinnacle Atlantic in unrelated matters do not create a duty of loyalty or confidentiality that would in any way constrain C&H's representation of Northgate in negotiating the terms of the Acquisition Facility.
C. Timberline Growth Partners and Ridgecrest Venture Fund III (Cascadia Stockholders)
Timberline Growth Partners, LP ("Timberline"), holding approximately 42.3% of Cascadia's outstanding common stock, and Ridgecrest Venture Fund III, LP ("Ridgecrest"), holding approximately 17.8% of Cascadia's outstanding common stock, are the two largest stockholders of Cascadia. Their respective general partners — Timberline Growth Management, LLC and Ridgecrest Capital Management, LLC — are represented on Cascadia's board of directors by Clive Atherton and Rebecca Montrose, respectively.
C&H does not represent and has not represented either Timberline or Ridgecrest, or their respective general partners, in any matter. Both entities are effectively adverse parties in this transaction, in that they are selling stockholders who will receive the merger consideration in exchange for their shares. However, it is anticipated that both Timberline and Ridgecrest will enter into voting support agreements obligating them to vote their shares in favor of the Merger, which aligns their immediate interests with the completion of the transaction. Notwithstanding this alignment, they remain counterparties to Northgate in the negotiation of the merger agreement and ancillary documents (including any indemnification or escrow arrangements). No conflicts were identified with respect to either entity.
D. Insurance Carriers
Gresham Underwriting Group, Ltd. (representations and warranties insurance broker), Marlowe Asset Management Specialty Insurance Co. (representations and warranties insurance carrier), and Pemberton D&O Assurance, Ltd. (directors' and officers' tail insurance carrier) were each searched in the CNB System. No current or prior C&H representations of any of these entities were identified that would create a conflict. These entities play ancillary roles in the transaction, and their interests are not adverse to Northgate's interests. No further action is required with respect to any of these parties.
VII. Conclusion and Clearance
Based on the comprehensive conflicts search conducted on February 24, 2025, and the detailed analysis set forth in this memorandum, this engagement is hereby cleared for conflicts purposes.
The sole flagged item identified during the conflicts review — Elkhorn Capital Markets, LLC's dual role as (i) the lender under Cascadia's existing term loan facility (with approximately $82,600,000 in outstanding principal) and (ii) a syndicate participant (with a $75,000,000 commitment) in the $500,000,000 Acquisition Facility being arranged by Pinnacle Atlantic Bank, N.A. to partially fund the merger consideration, combined with C&H's prior closed representation of Elkhorn in an unrelated structured finance matter — does not give rise to an impermissible conflict of interest under the applicable rules of professional conduct. The prior representation is not substantially related to any matter at issue in the current transaction. No confidential information from the prior engagement is implicated. Elkhorn is not a current client of the Firm.
Appropriate disclosure of the Elkhorn matter has been made to the client in the engagement letter dated February 26, 2025, and the client's written acknowledgment and consent have been requested. Precautionary measures — including engagement team briefing, communication protocols, and ongoing monitoring procedures — have been implemented as described in Section V.D above.
The engagement team is authorized to proceed with all workstreams under C&H Matter No. 1022-00006 / Billing No. 78432.001, including but not limited to due diligence, transaction document drafting and negotiation, regulatory filings, financing documentation, and all other activities within the scope of the engagement as described in the engagement letter.
VIII. Approval and Sign-Off
Prepared by:
Andrew Fitzpatrick Lead Associate, Mergers & Acquisitions Calderwood & Harkness LLP
Reviewed by:
Harrison Wexford Billing Partner, Mergers & Acquisitions Calderwood & Harkness LLP
Approved by:
Oliver Mackenzie Responsible Partner, Mergers & Acquisitions Calderwood & Harkness LLP
REVIEWED AND APPROVED:
By: ________
Name: Harrison Wexford
Title: Billing Partner, Mergers & Acquisitions
Date: ________
FINAL APPROVAL:
By: ________
Name: Oliver Mackenzie
Title: Responsible Partner, Mergers & Acquisitions
Date: ________
cc: Calderwood & Harkness LLP General Counsel's Office / Conflicts Committee File

MEMORANDUM

REVIEWED AND APPROVED:

FINAL APPROVAL:

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