CALDERWOOD & HARKNESS LLP Attorneys at Law
600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
February 26, 2025
Philippa Ashworth, Esq. General Counsel Northgate Telecommunications PLC 14 Broadwick Place London W1F 8HN United Kingdom
VIA EMAIL (p.ashworth@northgatetelecom.co.uk) AND INTERNATIONAL COURIER
Re: Engagement of Calderwood & Harkness LLP — Proposed Acquisition of Cascadia Fiber Networks, Inc. by Northgate Telecommunications PLC
Matter Number: 1022-00006 Billing Number: 78432.001
Dear Ms. Ashworth:
Thank you for selecting Calderwood & Harkness LLP to represent Northgate Telecommunications PLC in connection with the transaction described below. We are pleased to set forth the terms and conditions of our engagement in this letter. We look forward to working with you and the Northgate team, and we are committed to providing the highest level of legal service in connection with this matter.
This engagement letter (this "Letter"), together with the C&H Standard Terms of Engagement enclosed herewith and incorporated herein by reference, sets forth the terms upon which Calderwood & Harkness LLP will provide legal services to Northgate Telecommunications PLC. In the event of any inconsistency between the terms of this Letter and the C&H Standard Terms of Engagement, the terms of this Letter shall control.
1. Purpose and Scope of Engagement
Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm that Northgate Telecommunications PLC ("Northgate," "NTP," or the "Company") has engaged the Firm to serve as its primary outside legal counsel in connection with the proposed acquisition (the "Transaction") of Cascadia Fiber Networks, Inc. ("Cascadia" or "CFN"), a corporation organized under the laws of the State of Delaware, with its principal place of business located at 2750 NW Thurman Street, Suite 400, Portland, Oregon 97210.
The Transaction is structured as a forward merger under Section 251 of the Delaware General Corporation Law (the "DGCL"), pursuant to which NTP Acquisition Sub, Inc. ("Merger Sub"), a corporation organized under the laws of the State of Delaware and a wholly owned subsidiary of Northgate formed solely for the purpose of effecting the Transaction, will merge with and into Cascadia. Upon consummation of the merger, the separate corporate existence of Merger Sub will cease, and Cascadia will continue as the surviving corporation and a wholly owned subsidiary of Northgate (the "Surviving Corporation").
The aggregate merger consideration payable to the stockholders of Cascadia in connection with the Transaction is Seven Hundred Fifty Million Dollars ($750,000,000), payable entirely in cash (the "Merger Consideration"). The Transaction will be financed through a combination of (i) a Five Hundred Million Dollar ($500,000,000) senior secured credit facility (the "Credit Facility") arranged by Pinnacle Atlantic Bank, N.A., as administrative agent and lead arranger, and (ii) Two Hundred Fifty Million Dollars ($250,000,000) of Northgate's existing cash on hand and available liquid resources.
1.1 Workstreams. The Firm's representation of the Company in connection with the Transaction encompasses the following principal workstreams, each of which is described in further detail below:
(a) Transaction Documentation. The Firm will be responsible for the drafting, review, negotiation, and finalization of the Agreement and Plan of Merger by and among Northgate, Merger Sub, and Cascadia (the "Merger Agreement") and all ancillary transaction documents. Ancillary transaction documents are expected to include, without limitation, the following: voting and support agreements to be entered into by certain stockholders of Cascadia (including Timberline Growth Partners, LP and Ridgecrest Venture Fund III, LP); the escrow agreement with Clearfield Escrow Services, Inc. governing the indemnification escrow; the stockholder representative agreement; certificates of merger for filing with the Secretary of State of the State of Delaware; officer's and secretary's certificates of both Northgate and Cascadia; letters of transmittal for Cascadia stockholders; FIRPTA certificates and related tax documentation; disclosure schedules to the Merger Agreement; and all other related closing deliverables, instruments, and ancillary agreements necessary or advisable in connection with the consummation of the Transaction.
(b) Due Diligence. The Firm will conduct a comprehensive legal due diligence review of Cascadia and its subsidiaries (if any), covering the following areas: corporate organization and good standing; capitalization (including outstanding equity securities, options, warrants, convertible instruments, and equity incentive plans); material contracts and commercial agreements; intellectual property (including patents, trademarks, copyrights, trade secrets, and technology licenses); regulatory compliance, with particular focus on Federal Communications Commission ("FCC") licenses and authorizations, state public utility commission ("PUC") certifications, and compliance with applicable telecommunications laws and regulations; environmental matters and compliance with environmental laws; employment and labor matters, including employee benefit plans and ERISA compliance; pending and threatened litigation, arbitration, and governmental investigations; real property interests, including owned and leased real property, easements, rights-of-way, and fiber optic network infrastructure rights; tax matters; and general commercial and operational matters. The Firm will prepare and deliver to the Company comprehensive due diligence request lists, coordinate the review and analysis of materials provided in the virtual data room, and prepare a detailed written legal due diligence report summarizing findings, risks, and recommended mitigants for each area of review.
(c) Regulatory Approvals. The Firm will be responsible for the preparation, filing, and prosecution of all regulatory applications, notifications, and filings required in connection with the Transaction, including the following: (i) premerger notification and report forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), to be filed with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice; (ii) an application to the FCC for transfer of control of Cascadia's international Section 214 authorization and any other FCC licenses or authorizations held by Cascadia; (iii) state public utility commission notifications and/or applications for approval in each jurisdiction in which Cascadia holds PUC certifications or authorizations, including the Oregon Public Utility Commission, the Washington Utilities and Transportation Commission, the Idaho Public Utilities Commission, and the Nevada Public Utilities Commission of Nevada; and (iv) a voluntary notice to the Committee on Foreign Investment in the United States ("CFIUS") under Section 721 of the Defense Production Act of 1950, as amended, to the extent deemed advisable given Northgate's status as a non-U.S. acquirer. The Firm will coordinate with the Company and its advisors to develop and implement an appropriate regulatory strategy and timeline for the Transaction.
(d) Financing. The Firm will review and negotiate, on behalf of the Company, the documentation for the $500,000,000 senior secured Credit Facility, including the credit agreement, the guaranty agreement, the security agreement, the pledge agreement, and all related ancillary documentation, with Pinnacle Atlantic Bank, N.A., as administrative agent, and the members of the lending syndicate. The Firm will also review the payoff arrangements and mechanics relating to the mandatory prepayment and retirement at closing of Cascadia's existing term loan facility with Elkhorn Capital Markets, LLC, which has an approximate outstanding principal balance of $82,600,000 and is subject to a 1.0% prepayment premium (estimated at $826,000) upon a change of control. The Firm will coordinate with lender's counsel, Hargreaves & Liddell LLP, and with the Company's financial advisor, Prumvane Brothers & Co., in connection with all financing-related matters.
(e) Insurance. The Firm will review and provide legal analysis of the representations and warranties insurance policy to be obtained in connection with the Transaction (to be placed through Gresham Underwriting Group, Ltd. as broker and underwritten by Marlowe Asset Management Specialty Insurance Co. as carrier), including review of the policy terms, exclusions, retention amounts, and coverage limits. The Firm will also review the directors' and officers' liability tail insurance policy for the benefit of Cascadia's pre-closing directors and officers (to be placed with Pemberton D&O Assurance, Ltd.), including review of the policy terms and confirmation of compliance with any Merger Agreement requirements relating to D&O tail coverage.
(f) Closing and Post-Closing. The Firm will coordinate all closing mechanics for the Transaction, including the preparation and maintenance of pre-closing checklists, detailed closing agendas, and funds flow memoranda. The Firm will coordinate with all parties and their respective counsel and advisors to ensure the orderly satisfaction of all conditions to closing and the efficient exchange of all closing deliverables. Following the closing, the Firm will provide post-closing integration support as reasonably requested by the Company, including assistance with post-closing filings, transfer of control notifications, and any post-closing adjustment or indemnification matters arising under the Merger Agreement. The scope of any substantial post-closing engagement will be addressed by separate agreement if appropriate.
1.2 Limitations on Scope
The Firm's engagement under this Letter is limited to the Transaction as described above and the workstreams set forth in Section 1.1. The following limitations on the scope of the Firm's engagement should be noted:
First, the Firm is not engaged to provide legal advice on matters of United Kingdom corporate law, UK tax law, UK securities law, or any other matter governed by the laws of the United Kingdom or any other non-U.S. jurisdiction. Given that Northgate is a public limited company organized under the laws of England and Wales, the Company may need to obtain advice from qualified UK counsel with respect to, among other things, applicable UK Listing Rules, the UK City Code on Takeovers and Mergers (to the extent applicable), UK tax implications of the Transaction, and any approvals required under the Company's articles of association or applicable UK law. The Firm recommends that the Company engage separate UK counsel as appropriate to address such matters, and the Firm is available to coordinate with any such UK counsel as reasonably necessary in connection with the Transaction.
Second, the Firm does not provide accounting, auditing, financial reporting, or valuation services. The Company has separately engaged Hawthorne & Sable LLP (Douglas Kirwan, Engagement Partner; Elena Montague, Tax Partner) to serve as the Company's accounting and tax advisory firm in connection with the Transaction. The Firm will coordinate with Hawthorne & Sable LLP as necessary in connection with tax-related provisions of the Merger Agreement, tax due diligence matters, and related issues, but the Firm is not responsible for, and does not opine on, accounting, valuation, or tax matters except to the extent they give rise to legal issues within the scope of our engagement.
Third, the Firm does not provide financial advisory or investment banking services. The Company has separately engaged Prumvane Brothers & Co. (Simone Favreau, Lead Managing Director) to serve as the Company's financial advisor in connection with the Transaction, including with respect to the negotiation of the Merger Consideration, the evaluation of financing alternatives, and the rendering of a fairness opinion (if applicable). The Firm's advice is limited to legal matters, and the Company should rely on its financial advisor for all financial, strategic, and valuation-related advice.
The foregoing limitations are not intended to be exhaustive, and there may be other areas in which the Company will need to engage separate advisors or experts. Should questions arise regarding whether a particular matter falls within the scope of this engagement, the Firm and the Company will consult in good faith to reach an appropriate resolution.
2. Staffing
The following attorneys have been assigned to serve as the primary legal team for this engagement:
Oliver Mackenzie will serve as the Responsible Partner for the engagement and will be the principal point of contact for the Company on all matters relating to the Transaction. Mr. Mackenzie will have overall supervisory responsibility for all workstreams described in Section 1.1 above, and will be directly involved in the negotiation of the Merger Agreement and other key transaction documents. Mr. Mackenzie will be available to the Company's General Counsel and other designated representatives for strategic consultation throughout the course of the engagement.
Harrison Wexford will serve as the Billing Partner for the engagement, with primary responsibility for billing administration, budgeting, fee estimates, and all client financial matters relating to the engagement. Mr. Wexford will also contribute substantively to the Transaction, particularly with respect to the structuring of the merger and the negotiation of the Merger Agreement. All billing inquiries should be directed to Mr. Wexford or his designated billing coordinator.
Andrew Fitzpatrick will serve as Lead Associate for the engagement, coordinating the day-to-day execution of the transaction documentation, due diligence, and financing workstreams. Mr. Fitzpatrick will be the primary day-to-day contact for the Company's internal legal team and will manage the workflow, document production, and communication with counterparty counsel and other advisors.
Naomi Petersen will serve as Working Associate, supporting all workstreams under the supervision of Mr. Fitzpatrick. Ms. Petersen will assist with due diligence review and reporting, document drafting, research, and other tasks as assigned.
Howard Bellamy will lead the antitrust and regulatory workstream for the engagement. Mr. Bellamy is a partner in the Firm's Antitrust & Competition practice group and will be responsible for the preparation and filing of HSR Act premerger notification filings, the FCC transfer of control application, state PUC notifications and applications, and the preparation of the CFIUS voluntary notice. Mr. Bellamy will also advise the Company on antitrust risk assessment and regulatory strategy.
The Firm may, from time to time, assign additional attorneys, paralegals, or other professional staff to the engagement as the volume and nature of the work may require. In particular, the Firm anticipates that additional associates or counsel from its intellectual Property, Employment & Benefits, Environmental, Real Estate, and Tax practices may be assigned to specific due diligence workstreams on an as-needed basis. The Firm will notify the Company of any material changes to the staffing of the engagement, including any change in the identity of the Responsible Partner or the Billing Partner.
3. Fee Arrangements
3.1 Hourly Rates
The Firm will bill the Company for legal services rendered in connection with this engagement on a time-incurred basis at the following current standard hourly rates, which apply to the attorneys and professional staff assigned to this engagement as of the date of this Letter:
• Partners: $1,650 – $1,950 per hour
• Senior Associates / Counsel: $1,100 – $1,450 per hour
• Associates: $750 – $1,050 per hour
• Paralegals / Legal Assistants: $375 – $500 per hour
The specific rate applicable to each timekeeper will depend on the seniority and experience of the individual attorney or professional and will be reflected on each invoice. Time is recorded in increments of one-tenth (0.1) of an hour.
The Firm's standard hourly rates are subject to periodic adjustment, typically effective as of January 1 of each calendar year. The Firm will communicate any rate adjustments to the Company in advance and such adjusted rates will apply to services rendered on or after the effective date of the adjustment. Given that this engagement is expected to span multiple calendar quarters and potentially beyond calendar year 2025, the Company should be aware that rates may be adjusted during the course of the engagement.
3.2 Disbursements and Expenses
In addition to professional fees for legal services, the Company will reimburse the Firm for all reasonable out-of-pocket disbursements and expenses incurred in connection with the engagement. Such disbursements and expenses include, but are not limited to, the following:
• Travel expenses (airfare, lodging, ground transportation, and meals), including travel to Portland, Oregon for due diligence and negotiations, and such other travel as may be reasonably required in connection with the Transaction;
• Filing fees, including governmental filing fees for the HSR Act premerger notification, FCC transfer of control application, state PUC applications and notifications, CFIUS voluntary notice, and certificates of merger;
• Courier and delivery charges;
• Document reproduction, printing, and binding costs;
• Computerized legal research charges (Westlaw, Sundial Solutions, and similar platforms);
• Third-party vendor fees, including fees for virtual data room providers, e-discovery platforms, and similar services; and
• Long-distance telephone and video conference charges, to the extent separately billed.
HSR Act filing fees, which are estimated at approximately $250,000 based on the aggregate value of the Transaction and the current fee schedule established by the Federal Trade Commission, as well as FCC application fees, state PUC filing fees, and other governmental filing fees, will be invoiced to the Company as direct pass-through expenses at cost, without markup.
3.3 Billing and Payment
The Firm will submit invoices to the Company on a monthly basis, generally within fifteen (15) business days following the end of each calendar month, for professional fees and disbursements incurred during the preceding month. Each invoice will reference Matter Number 1022-00006 and Billing Number 78432.001 and will include a summary of professional fees by timekeeper, a description of services rendered, and an itemization of disbursements.
Invoices are payable within thirty (30) days of receipt. The Company is requested to notify the Firm promptly of any questions or concerns regarding any invoice. Late payments may be subject to interest charges at the rate specified in the C&H Standard Terms of Engagement.
All invoices will be directed to the attention of the General Counsel, Philippa Ashworth, Esq., at the address set forth above, or to such other person or address as the Company may designate in writing from time to time. The Firm is able to submit invoices electronically in such format as the Company may reasonably request, including through any e-billing platform used by the Company.
3.4 Estimated Budget
A separate internal staffing and budget memorandum has been prepared by Harrison Wexford, Billing Partner, and will be provided to the Company under separate cover for discussion purposes. The Firm's current preliminary estimate of total professional fees for the Transaction is set forth in that memorandum, subject to the assumptions, caveats, and qualifications noted therein.
The Company should be aware that the fee estimate set forth in the staffing and budget memorandum does not constitute a fee cap, a fixed fee, or a guarantee of total fees. Actual fees will depend on a number of factors that are not fully within the Firm's control, including, without limitation: the complexity and duration of negotiations with Cascadia and its counsel; the volume, quality, and completeness of materials produced in due diligence; the nature and extent of regulatory review and any second request or supplemental information request in connection with the HSR Act filing; the complexity of the financing documentation and the requirements of the lending syndicate; the timeline for signing and closing; and any unforeseen legal issues or complications that may arise in the course of the Transaction. The Firm will endeavor to keep the Company informed of the status of fees and expenses on a regular basis and will promptly notify the Company if it appears that fees are likely to exceed the range set forth in the budget memorandum.
4. Identification of the Client
The Firm's client in this engagement is Northgate Telecommunications PLC. This engagement does not create an attorney-client relationship between the Firm and any officer, director, stockholder, employee, or affiliate of Northgate, in their individual or personal capacity. Without limiting the generality of the foregoing, the Firm does not separately represent NTP Acquisition Sub, Inc. (Merger Sub, the sole director of which is Liam Sutherland, Vice President, Corporate Development of Northgate). Merger Sub is a wholly owned subsidiary of Northgate formed solely for the purpose of effecting the Transaction, and the Firm's representation of Northgate encompasses legal advice relating to Merger Sub's role in the Transaction. However, Merger Sub is not a separate client of the Firm, and no separate attorney-client relationship exists between the Firm and Merger Sub.
If at any time a conflict or potential conflict arises between the interests of Northgate as the entity client and the interests of any individual director, officer, stockholder, employee, or affiliate of Northgate, the Firm's duty of loyalty and all attendant professional obligations run exclusively to Northgate as the entity client. In such circumstances, the affected individual should consider retaining separate, independent counsel to advise on the individual's personal interests.
5. Conflicts of Interest and Waiver
5.1 Conflicts Clearance
The Firm has conducted a comprehensive conflicts check in connection with this engagement, covering all parties and entities identified in connection with the Transaction. Subject to the matter described in Section 5.2 below, the Firm has confirmed that no impermissible conflicts of interest exist under the New York Rules of Professional Conduct or any other applicable rules of professional conduct that would preclude the Firm from undertaking this engagement on behalf of the Company.
5.2 Elkhorn Capital Markets — Dual Role Disclosure and Waiver
The Firm notes and hereby discloses the following circumstance for the Company's consideration and informed consent:
Elkhorn Capital Markets, LLC ("Elkhorn") currently serves as Cascadia's existing lender under a term loan facility pursuant to a Term Loan Credit Agreement dated as of March 14, 2022, by and between Cascadia, as borrower, and Elkhorn, as lender and administrative agent. The outstanding principal balance under such term loan facility is approximately Eighty-Two Million Six Hundred Thousand Dollars ($82,600,000). The term loan facility contains a mandatory prepayment provision triggered upon a change of control of Cascadia, and accordingly the outstanding balance under the term loan facility will be retired in full at the closing of the Transaction. The prepayment is subject to a 1.0% prepayment premium, resulting in an estimated prepayment premium of approximately Eight Hundred Twenty-Six Thousand Dollars ($826,000).
In addition to its role as Cascadia's existing lender, Elkhorn is a participant in the Pinnacle Atlantic Bank, N.A. lending syndicate that will provide the $500,000,000 senior secured Credit Facility financing the Transaction. Elkhorn's commitment under the Credit Facility is Seventy-Five Million Dollars ($75,000,000).
The Firm does not currently represent Elkhorn Capital Markets, LLC in any matter, and has not previously represented Elkhorn in any matter. However, the Firm recognizes that Elkhorn's dual role as (i) the holder of indebtedness of the Target being retired at closing, and (ii) a lender in the acquisition financing syndicate providing the Credit Facility to the Company, creates a circumstance that should be disclosed in the interest of full transparency, even though the Firm does not believe this circumstance gives rise to an actual conflict of interest under applicable rules of professional conduct. The lending syndicate, including Elkhorn in its capacity as a syndicate lender, is separately represented by Hargreaves & Liddell LLP (Victoria Penn, Lead Partner), and the Firm will not represent or provide legal advice to Elkhorn in any capacity.
By executing this Letter in the space provided below, the Company acknowledges this disclosure and provides its informed consent and waiver of any conflict of interest that may be deemed to arise from Elkhorn's dual role as described above, to the extent any such conflict exists. If the Company has any questions regarding this disclosure or wishes to discuss it further before providing its consent, the Company should contact Oliver Mackenzie or Harrison Wexford.
5.3 Advance Waiver
The Company acknowledges and agrees that the Firm is a large, multi-office law firm with a diverse client base, and that the Firm may currently represent, or may in the future be asked to represent, other clients whose interests may be adverse to those of Northgate in matters unrelated to the Transaction and the subject matter of this engagement. The Company agrees that the Firm may continue to represent, and may undertake new representations of, other clients in matters unrelated to the Transaction, even if such clients are adverse to Northgate in such unrelated matters, provided that (i) such representation does not involve the Transaction or the subject matter of this engagement, and (ii) the Firm does not use or disclose any confidential information of the Company obtained in connection with this engagement in such unrelated representations. This advance waiver is subject to applicable rules of professional conduct and does not extend to matters that are substantially related to the Transaction or this engagement.
6. Confidentiality and Privilege
The Firm will maintain the confidentiality of all information received from the Company in connection with this engagement, in accordance with applicable Rules of Professional Conduct and the Firm's internal confidentiality policies and procedures. The Firm will not disclose such information to any third party without the Company's prior consent, except as required by law or court order, or as necessary in connection with the provision of legal services under this engagement (for example, in connection with regulatory filings made on behalf of the Company).
All communications between the Company and the Firm in connection with this engagement, whether oral or written, are intended to be protected by the attorney-client privilege and, where applicable, the work product doctrine. These protections are important to the effective delivery of legal services, and both the Company and the Firm have a shared interest in preserving them.
To help ensure the preservation of privilege, the Company is encouraged to clearly mark privileged communications as "PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION" or with similar notation, and to limit the distribution of such communications to those individuals within the Company who have a need to know the contents thereof. The Company should be aware that the unnecessary or indiscriminate sharing of privileged communications with third parties — including, in certain circumstances, outside advisors who are not engaged to provide legal services — may result in a waiver of the attorney-client privilege. If the Company has any questions regarding the preservation of privilege in specific circumstances, the Firm encourages the Company to consult with the Firm promptly.
7. Document Retention
The Firm will maintain files and records (whether in paper or electronic form) relating to this engagement in accordance with the Firm's document retention policies, as may be amended from time to time. Upon the conclusion of the engagement, the Firm will retain client files and records for the period specified in the Firm's then-current document retention policies, which currently provide for a retention period of seven (7) years following the conclusion of an engagement. Following the expiration of the applicable retention period, the Firm may destroy or dispose of such files and records without further notice to the Company, unless the Company has previously requested in writing that its files be returned.
The Company may request the return of its original documents and files at any time during the engagement or following its conclusion. Upon receipt of such a written request, the Firm will make reasonable efforts to return the Company's original documents and files promptly, subject to applicable law and the Firm's right to retain copies for its own records.
8. Termination of Engagement
Either the Company or the Firm may terminate this engagement at any time by providing written notice to the other party. Any termination by the Firm will be subject to the Firm's obligations under applicable Rules of Professional Conduct, including the obligation to provide reasonable notice and to avoid material prejudice to the Company. In the event of any termination, the Firm will take such steps as are reasonably necessary to protect the Company's interests, including facilitating the orderly transition of the matter to successor counsel, if applicable.
Upon termination of the engagement, the Company will remain responsible for the payment of all professional fees and expenses incurred through the date of termination, in accordance with the fee arrangements set forth in Section 3 of this Letter.
Unless otherwise agreed in writing, the Firm's representation of the Company in connection with the Transaction will be deemed concluded upon the earliest of: (a) the final closing of the Transaction (including the completion of any post-closing matters expressly contemplated by this Letter); (b) the mutual termination or abandonment of the Transaction by the parties thereto; or (c) the termination of this engagement by either the Company or the Firm as provided herein. Following the conclusion of the engagement, the Firm will have no obligation to provide further legal services to the Company, to monitor legal developments affecting the Company or the Transaction, or to take any other action on behalf of the Company, unless separately agreed in writing.
9. Governing Law
This Letter, and the engagement described herein, shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law or conflicts-of-law rules or principles that would cause the application of the laws of any jurisdiction other than the State of New York. Any dispute arising out of or relating to this Letter or the Firm's engagement hereunder shall be resolved in accordance with the dispute resolution provisions set forth in the C&H Standard Terms of Engagement.
10. Counterparty Identification
For the Company's reference, the principal parties and advisors to the Transaction, as currently identified by the Firm based on information provided by the Company and its advisors, are set forth below. This summary is provided for informational and coordination purposes and does not constitute a representation by the Firm as to the completeness or accuracy of the information set forth herein.
Target: Cascadia Fiber Networks, Inc. — represented by Whitmore, Kessler & Braun LLP (Jonathan Kessler, Lead Partner, Mergers & Acquisitions; Megan Tsai, Associate Lead; Aaron Whitmore, Regulatory Counsel)
Target's Financial Advisor: Copperfield Zanthor & Partners (Paul Tremaine, Lead Managing Director)
Target's Major Stockholders:
• Timberline Growth Partners, LP — 42.3% of outstanding equity (Clive Atherton, Managing Partner)
• Ridgecrest Venture Fund III, LP — 17.8% of outstanding equity (Rebecca Montrose, Managing Director)
• Founders and management — 28.1% of outstanding equity (aggregate)
• Other investors and option holders — 11.8% of outstanding equity (aggregate)
Acquirer's Financial Advisor: Prumvane Brothers & Co. (Simone Favreau, Lead Managing Director)
Administrative Agent / Lead Arranger (Credit Facility): Pinnacle Atlantic Bank, N.A. (Richard Dormer, Managing Director, Leveraged Finance)
Lender's Counsel: Hargreaves & Liddell LLP (Victoria Penn, Lead Partner)
Escrow Agent: Clearfield Escrow Services, Inc. (Martin Grieves, Escrow Officer)
Transfer and Paying Agent: Trident Transfer Agency, Inc.
Proxy Solicitor: Alderman Proxy Advisors, LLC
R&W Insurance Broker / Carrier: Gresham Underwriting Group, Ltd. (broker) / Marlowe Asset Management Specialty Insurance Co. (carrier)
D&O Tail Insurance Carrier: Pemberton D&O Assurance, Ltd.
Accounting / Tax Advisor: Hawthorne & Sable LLP (Douglas Kirwan, Engagement Partner; Elena Montague, Tax Partner)
11. Acceptance and Agreement
If the foregoing terms and conditions are acceptable to the Company, please indicate Northgate's acceptance of this engagement by executing this Letter in the space provided below and returning a signed copy to the undersigned. An electronic copy sent by email to oliver.mackenzie@calderwoodharkness.com is sufficient for these purposes, with an original to follow by courier.
This engagement shall be effective as of February 26, 2025, and shall remain in effect until the engagement is concluded or terminated in accordance with Section 8 of this Letter. The C&H Standard Terms of Engagement, enclosed herewith, are incorporated by reference and form an integral part of this engagement.
We are grateful for the opportunity to represent Northgate in connection with this important transaction and look forward to working with you and your colleagues.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Oliver Mackenzie, Partner 600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: (212) 554-7143
Email: oliver.mackenzie@calderwoodharkness.com
ACCEPTED AND AGREED:
NORTHGATE TELECOMMUNICATIONS PLC
By: ________
Name: Philippa Ashworth, Esq.
Title: General Counsel
14 Broadwick Place London W1F 8HN, United Kingdom
Date: ________
Enclosure: C&H Standard Terms of Engagement (incorporated by reference herein)
cc:
Sir Malcolm Trent, KBE, Chief Executive Officer, Northgate Telecommunications PLC Liam Sutherland, Vice President, Corporate Development, Northgate Telecommunications PLC Harrison Wexford, Partner, Calderwood & Harkness LLP Andrew Fitzpatrick, Associate, Calderwood & Harkness LLP
| Attorney | Role | Practice Area |
| Oliver Mackenzie | Responsible Partner | Mergers & Acquisitions |
| Harrison Wexford | Billing Partner | Mergers & Acquisitions |
| Andrew Fitzpatrick | Lead Associate | Mergers & Acquisitions |
| Naomi Petersen | Working Associate | Mergers & Acquisitions |
| Howard Bellamy | Specialist Partner | Antitrust & Competition |