CONFIDENTIAL — ATTORNEY WORK PRODUCT

CONFIDENTIAL — ATTORNEY WORK PRODUCT
DISCLOSURE SCHEDULES TO AGREEMENT AND PLAN OF MERGER
Dated as of [●], 2025
by and among
NORTHGATE TELECOMMUNICATIONS PLC (a public limited company organized under the laws of England and Wales)
NTP ACQUISITION SUB, INC. (a Delaware corporation and wholly owned subsidiary of Northgate Telecommunications PLC)
and
CASCADIA FIBER NETWORKS, INC. (a Delaware corporation)
Prepared by: Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022
Matter Number: 1022-00006
SHELL FORM — FOR POPULATION BY CASCADIA FIBER NETWORKS, INC. AND WHITMORE, KESSLER & BRAUN LLP
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INTRODUCTORY NOTES AND INSTRUCTIONS
Purpose
These Disclosure Schedules (the "Schedules") are delivered by Cascadia Fiber Networks, Inc., a Delaware corporation (the "Company"), pursuant to and in connection with that certain Agreement and Plan of Merger, dated as of [●], 2025 (the "Agreement"), by and among Northgate Telecommunications PLC, a public limited company organized under the laws of England and Wales ("Parent"), NTP Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and the Company.
Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement. Unless the context otherwise requires, all references to "Articles," "Sections," and "Schedules" refer to Articles, Sections, and Schedules of or to the Agreement.
General Qualifications and Disclaimers
The following general qualifications and disclaimers apply to each and every Schedule set forth herein and should be read in conjunction with the specific provisions of the Agreement to which each Schedule relates:
1.  Qualification by Reference to the Agreement. These Schedules are qualified in their entirety by reference to the specific provisions of the Agreement, including the definitions set forth therein. The representations, warranties, covenants, and agreements of the parties to the Agreement are set forth solely in the Agreement, and these Schedules are not intended to constitute, and shall not be construed as constituting, any representation, warranty, covenant, agreement, or admission of the Company or any other party beyond the scope of the representations, warranties, covenants, and agreements expressly set forth in the Agreement. The information contained in these Schedules is disclosed solely for the purposes of the Agreement and may not be used for any other purpose.
2.  No Admission of Materiality or Material Adverse Effect. The inclusion of any item, matter, or information in these Schedules shall not be deemed an admission by the Company that such item, matter, or information is material to the Company, constitutes a Material Adverse Effect (as defined in the Agreement), or meets, exceeds, or otherwise satisfies any materiality threshold, dollar threshold, or other qualification set forth in the Agreement. Similarly, the listing of any item, matter, or information in these Schedules shall not be deemed to set a standard of materiality or establish any duty to disclose any additional or similar items, matters, or information.
3.  Cross-References and Deemed Disclosures. The information disclosed in any particular Schedule shall be deemed to be disclosed with respect to, and shall be deemed to qualify, each other Schedule and each section of the Agreement to which the relevance of such disclosure is reasonably apparent on the face of such disclosure, regardless of whether a specific cross-reference is made. The Company has endeavored to include cross-references where practicable; however, the absence of any specific cross-reference shall not be interpreted as limiting the applicability of any disclosure to other Schedules or sections of the Agreement where the relevance of such disclosure is reasonably apparent.
4.  Headings for Convenience. Section and subsection headings contained in these Schedules are included for convenience of reference only and shall not affect in any way the meaning, interpretation, or construction of these Schedules or the Agreement.
5.  Informational Disclosures. These Schedules may include items, matters, or information that are disclosed for informational purposes only, even if not strictly required to be disclosed under the terms of the Agreement, in order to provide Parent and Merger Sub with a more complete understanding of the Company's business, operations, assets, liabilities, financial condition, and results of operations. The inclusion of such informational items shall not be deemed to expand the scope of the Company's representations, warranties, covenants, or agreements under the Agreement, nor shall the omission of comparable items from other Schedules create any inference that such items are not applicable or do not exist.
6.  Accuracy of Information. The information contained in these Schedules is disclosed to the best of the Company's knowledge (as used in this sentence, in its colloquial sense and not as defined in the Agreement) as of the date hereof. The Company reserves the right to supplement, amend, or update these Schedules in accordance with Section 6.10 of the Agreement and the procedures set forth in Annex A hereto.
7.  Privilege Preservation. Nothing in these Schedules is intended to, or shall be deemed to, waive, limit, or otherwise affect any attorney-client privilege, work-product protection, or other applicable privilege with respect to any documents, communications, or information referenced herein.
Format and Population Instructions
INSTRUCTION TO CASCADIA FIBER NETWORKS, INC. AND WHITMORE, KESSLER & BRAUN LLP:
The following instructions govern the population of these Schedules:
•  General. Populate each Schedule below with the information described in the corresponding instruction block. Retain Schedule numbering as shown, which is tied to the corresponding Article and Section of the Agreement. Add sub-schedules as necessary to fully and accurately disclose all responsive information.
•  Document Attachments. Where a Schedule calls for copies of documents, attach such documents as exhibits to the relevant Schedule and cross-reference each exhibit by its assigned exhibit number (e.g., "Exhibit 3.2(a)"). All attached exhibits shall be true, correct, and complete copies of the documents described.
•  Currency. All dollar amounts should be stated in U.S. dollars unless otherwise indicated. Where amounts are denominated in a foreign currency, provide both the original currency amount and the U.S. dollar equivalent, together with the exchange rate used and the date thereof.
•  Dates. All dates should be stated in Month/Day/Year format (e.g., January 15, 2025).
•  Data Room Cross-References. Where responsive information or documents have been posted to the virtual data room maintained by Trident Transfer Agency, Inc. (the "Data Room"), the relevant Data Room index number may be included as an additional cross-reference, but shall not substitute for full disclosure in the applicable Schedule.
•  Confidential Employee Information. To the extent employee names, Social Security numbers, or other personally identifiable information are required to be disclosed, such information may be provided under separate cover subject to the Confidentiality Protocol attached as Exhibit A to the Agreement, with the corresponding Schedule referencing the separate delivery.
•  Contact Persons. All questions regarding the format, content, or interpretation of these Schedules should be directed to:
Andrew Fitzpatrick, Esq. Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: (212) 558-4700
Email: afitzpatrick@calderwoodharkness.com
Naomi Petersen, Esq. Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: (212) 558-4718
Email: npetersen@calderwoodharkness.com
ARTICLE III SCHEDULES — REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The following Schedules correspond to the representations and warranties of the Company set forth in Article III of the Agreement.
Schedule 3.1 — Organization, Good Standing, and Qualification
This Schedule 3.1 is delivered pursuant to Section 3.1 of the Agreement and sets forth information regarding the Company's organization, good standing, qualification, subsidiaries, and related organizational matters.
Part I — Company Organizational Information
Instruction: List the Company's full legal name, jurisdiction of incorporation, date of incorporation, state(s) of qualification to do business as a foreign corporation, and any entity name variations or "doing business as" names. Include Delaware as state of incorporation. The Company's fiber network encompasses approximately 4,800 route miles across Oregon, Washington, Idaho, and northern Nevada, which informs the expected foreign qualification jurisdictions.
[Insert Company organizational information, including:
•  Full Legal Name: Cascadia Fiber Networks, Inc.
•  Jurisdiction of Incorporation: State of Delaware
•  Date of Incorporation: [●]
•  Delaware Entity File Number: 5197843
•  Registered Agent in Delaware: [●]
•  Federal Employer Identification Number (EIN): [●] (expected 45-6128937)
•  Principal Executive Offices: 2750 NW Thurman Street, Suite 400, Portland, OR 97210
•  Entity Name Variations / d/b/a Names: [Insert any d/b/a names, if applicable]
States of Foreign Qualification:
]
Part II — Subsidiaries
Instruction: List each Subsidiary of the Company (if any), including full legal name, jurisdiction of organization, type of entity, date of organization, authorized and outstanding equity interests (including number, class, and par value of shares or units), and the record and beneficial holders thereof (with percentage interests). If the Company has no Subsidiaries, state "None."
[Insert Subsidiary information, if applicable. For each Subsidiary, provide:
If none, state: "The Company has no Subsidiaries."]
Part III — Jurisdictions Requiring Qualification
Instruction: Identify any jurisdictions in which the Company or any Subsidiary is required to be qualified to do business as a foreign corporation or other entity but is not currently so qualified. If none, state "None."
[Insert list of jurisdictions where the Company or any Subsidiary is required to be qualified but is not currently qualified, or state "None."]
Schedule 3.2 — Certificate of Incorporation and Bylaws
This Schedule 3.2 is delivered pursuant to Section 3.2 of the Agreement and sets forth the Company's organizational documents.
Instruction: Attach true, correct, and complete copies of the Company's certificate of incorporation (as amended, supplemented, or restated to date) and bylaws (as amended, supplemented, or restated to date), each as currently in effect. Identify any pending amendments or proposed amendments to either document.
Exhibit 3.2(a): Certificate of Incorporation of Cascadia Fiber Networks, Inc. (as amended through [●], 20[●])
[Attach certificate of incorporation — Delaware File Number 5197843]
Exhibit 3.2(b): Bylaws of Cascadia Fiber Networks, Inc. (as amended through [●], 20[●])
[Attach bylaws]
Pending or Proposed Amendments:
[Insert description of any pending or proposed amendments to the certificate of incorporation or bylaws, or state "None."]
Schedule 3.3 — Capitalization
This Schedule 3.3 is delivered pursuant to Section 3.3 of the Agreement and sets forth information regarding the Company's capitalization, stockholders, equity awards, and related matters.
Schedule 3.3(a) — Authorized and Outstanding Capital Stock
Instruction: State the authorized capital stock of the Company (number and class of shares, par value) and the number of shares of each class issued and outstanding as of the date of the Agreement. List the fully diluted share count, specifying shares outstanding, shares subject to outstanding stock options (vested and unvested), shares subject to outstanding RSUs (vested and unvested), shares subject to outstanding warrants, and shares subject to any other convertible or exercisable securities. The expected fully diluted share count is approximately 47,500,000 shares.
Authorized Capital Stock:
Issued and Outstanding Capital Stock:
Fully Diluted Share Count:
Treasury Shares:
[Insert number of shares held in treasury, or state "None."]
Schedule 3.3(b) — Stockholders
Instruction: List each record and beneficial holder of Company capital stock as of the date of the Agreement, specifying the name of the holder, the number and class/series of shares held, the percentage of total outstanding shares represented by such shares, and the percentage of total fully diluted shares represented by such shares. Holders expected to include Timberline Growth Partners, LP, Ridgecrest Venture Fund III, LP, founders/management, and other investors and option holders.
Schedule 3.3(c) — Options, Warrants, and Other Rights
Instruction: List all outstanding options, warrants, RSUs, convertible securities, and other rights to acquire equity interests in the Company, including the holder, type of award, date of grant, exercise or conversion price (if applicable), number of shares subject thereto, vesting schedule (including the vesting commencement date, vesting period, cliff period, and acceleration provisions), and expiration date. Identify any provisions for accelerated vesting upon a change of control. Note: The Company's equity incentive plan contains accelerated vesting provisions triggered upon a change of control; list applicable provisions and all affected grants.
Outstanding Equity Awards:
Equity Incentive Plan Change-of-Control Provisions:
[Insert description of applicable change-of-control acceleration provisions in the Company's equity incentive plan(s), including the triggering events, the scope of acceleration (single-trigger vs. double-trigger), and the number of unvested awards affected.]
Schedule 3.3(d) — Preemptive Rights, Rights of First Refusal, and Other Similar Rights
Instruction: List any preemptive rights, rights of first refusal, co-sale rights, tag-along rights, drag-along rights, registration rights, anti-dilution protections, or similar contractual rights affecting the Company's capital stock. For each, identify the holder, the nature of the right, the instrument or agreement creating the right, and any conditions or limitations.
[Insert description of any such rights, including:
Or state "None."]
Schedule 3.3(e) — Repurchase Obligations and Restrictions on Transfer
Instruction: List any repurchase obligations, call rights, put rights, or contractual restrictions on transfer applicable to the Company's capital stock. For each, identify the holder(s) affected, the nature of the obligation or restriction, the triggering event(s), and the applicable price or formula.
[Insert description of any repurchase obligations, call rights, put rights, or contractual restrictions on transfer, or state "None."]
Schedule 3.4 — Authority; No Conflict; Required Approvals
This Schedule 3.4 is delivered pursuant to Section 3.4 of the Agreement and sets forth information regarding consents and approvals required in connection with the Merger and any conflicts, violations, or defaults arising therefrom.
Schedule 3.4(a) — Required Consents and Approvals
Instruction: List all governmental and third-party consents, approvals, filings, and notices required in connection with the execution, delivery, and performance of the Agreement and the consummation of the Merger. Include all items set forth in the categories enumerated below, together with any additional consents, approvals, filings, or notices identified by the Company.
Governmental Consents, Approvals, and Filings:
Stockholder Approval:
Third-Party Consents:
Schedule 3.4(b) — Conflicts and Violations
Instruction: List any conflicts with, or violations or defaults under, or creation of a lien upon any property or asset of the Company pursuant to, the Company's organizational documents, any contract, permit, order, or other instrument to which the Company is a party or by which it or any of its assets or properties is bound, resulting from or that would reasonably be expected to result from the execution and delivery of the Agreement or the consummation of the Merger and the other transactions contemplated thereby (assuming receipt of all consents and approvals identified in Schedule 3.4(a)).
[Insert description of any conflicts, violations, or defaults, or state "None."]
Schedule 3.5 — Financial Statements
This Schedule 3.5 is delivered pursuant to Section 3.5 of the Agreement and sets forth the Company's financial statements and related information.
Instruction: Attach copies of the Company's audited financial statements for fiscal years ended December 31, 2022, December 31, 2023, and December 31, 2024 (each consisting of a balance sheet, statement of operations, statement of stockholders' equity, and statement of cash flows, together with all related notes and schedules), and unaudited interim financial statements for the most recent interim period (expected to be the quarter or stub period ended [●], 2025). Identify the Company's independent auditor and describe any qualifications, exceptions, or going-concern opinions in the audit reports. Disclose any off-balance-sheet arrangements or obligations not reflected in the financial statements. Guidance note: FY2024 Revenue is expected to be approximately $187,400,000; FY2024 EBITDA is expected to be approximately $61,200,000.
Financial Statements:
[Attach financial statements as Exhibits 3.5(a) through 3.5(d)]
Independent Auditor: [Insert name of independent registered public accounting firm]
Audit Report Qualifications or Exceptions: [Insert description of any qualifications, exceptions, emphasis-of-matter paragraphs, or going-concern opinions, or state "None."]
Off-Balance-Sheet Arrangements: [Insert description of any off-balance-sheet arrangements or obligations not reflected in the financial statements, including any variable interest entities, synthetic leases, guarantees of third-party obligations, or retained or contingent interests in transferred assets, or state "None."]
Schedule 3.6 — Absence of Certain Changes
This Schedule 3.6 is delivered pursuant to Section 3.6 of the Agreement and discloses events, changes, developments, or occurrences since December 31, 2024 (the "Balance Sheet Date") of the type described in Section 3.6 of the Agreement.
Instruction: List any events, changes, developments, or occurrences since December 31, 2024 (or such other balance sheet date as specified in the Agreement) that (a) would constitute a breach of the Company's covenants regarding the conduct of business between signing and closing set forth in Section 5.1 of the Agreement if such covenants had been in effect during such period, or (b) would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Include, without limitation, any of the following occurring since the Balance Sheet Date: (i) any dividends or distributions declared, set aside, made, or paid on any shares of the Company's capital stock; (ii) any incurrence, assumption, or guarantee of indebtedness for borrowed money; (iii) any material capital expenditure outside the ordinary course of business consistent with past practice; (iv) any change in accounting methods, principles, or practices; (v) any material increase in the compensation or benefits payable to any officer, director, or key employee; and (vi) any other events, changes, developments, or occurrences material to the business, operations, assets, liabilities, financial condition, or results of operations of the Company.
[Insert description of any such changes, or state "None."]
Schedule 3.7 — No Undisclosed Liabilities
This Schedule 3.7 is delivered pursuant to Section 3.7 of the Agreement and discloses liabilities or obligations of the Company not reflected or reserved against in the Company's most recent balance sheet included in the Financial Statements.
Instruction: List all liabilities or obligations of the Company (whether accrued, absolute, contingent, unliquidated, or otherwise) that are not reflected or reserved against in the Company's most recent balance sheet included in the Financial Statements, other than liabilities incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date that are not, individually or in the aggregate, material to the Company.
[Insert description of any undisclosed liabilities, or state "None."]
Schedule 3.8 — Litigation and Proceedings
This Schedule 3.8 is delivered pursuant to Section 3.8 of the Agreement and sets forth information regarding pending and threatened Actions.
Instruction: List all pending or, to the Knowledge of the Company, threatened Actions (as defined in the Agreement) against or affecting the Company, any of its Subsidiaries, or any of their respective assets, properties, or business. For each Action, provide the information set forth in the table below. In addition, list all judgments, orders, decrees, injunctions, or settlements to which the Company or any Subsidiary is currently bound or subject, including any ongoing reporting, compliance, or payment obligations.
Pending and Threatened Actions:
Judgments, Orders, Decrees, and Settlements:
Schedule 3.9 — Compliance with Laws; Permits
This Schedule 3.9 is delivered pursuant to Section 3.9 of the Agreement and sets forth information regarding the Company's compliance with applicable laws and its permits and licenses.
Schedule 3.9(a) — Compliance Matters
Instruction: Describe any known instances of non-compliance by the Company or any of its Subsidiaries with applicable laws, rules, regulations, orders, or governmental requirements (including, without limitation, the Communications Act of 1934, as amended, the Telecommunications Act of 1996, applicable FCC rules and regulations, state public utility commission regulations, environmental laws, employment and labor laws, data privacy and security laws, anti-corruption laws, and export control and sanctions laws), including the nature of the non-compliance, the governmental authority involved, any notices or citations received, and the current status and any corrective actions taken or planned.
[Insert description of any known instances of non-compliance, or state "None."]
Schedule 3.9(b) — Permits and Licenses
Instruction: List all material permits, licenses, authorizations, registrations, franchises, certificates, and approvals held by the Company and its Subsidiaries that are necessary for the conduct of the Company's business as currently conducted, including the information specified in the table below. Include FCC licenses (international Section 214 authorization and any other FCC-regulated authorizations), state PUC certifications (Oregon PUC, Washington UTC, Idaho PUC, Nevada PUC), rights-of-way permits, pole attachment permits, environmental permits, and any other telecommunications-specific or general business authorizations. Also list any pending applications for renewal or new permits.
Schedule 3.10 — Material Contracts
This Schedule 3.10 is delivered pursuant to Section 3.10 of the Agreement and sets forth information regarding the Company's Material Contracts, change-of-control provisions, and contract defaults.
Schedule 3.10(a) — List of Material Contracts
Instruction: List all "Material Contracts" (as defined in Section 3.10(a) of the Agreement), organized by category as set forth below. For each Material Contract, provide the contract description/title, parties thereto, date of execution, term (including any renewal or extension provisions), and annual value (revenue or expenditure, as applicable). Where a Material Contract has been amended, supplemented, or restated, list the most recent version together with all amendments. Attach copies of all Material Contracts (or, where previously delivered to Parent in the Data Room, cross-reference the applicable Data Room index number).
(i) Customer Contracts (Annual Revenue Exceeding $[●]).  
(ii) Vendor / Supplier Contracts (Annual Expenditure Exceeding $[●]).  
(iii) Indebtedness Agreements.  
(iv) Capital Lease Agreements.  
(v) Real Property Leases.  
(vi) Joint Venture, Partnership, or Similar Agreements.  
(vii) Non-Competition, Non-Solicitation, or Exclusivity Agreements.  
(viii) Agreements Containing Change-of-Control Provisions.  [See Schedule 3.10(b) below for detailed listing of all contracts containing change-of-control provisions.]
(ix) intellectual Property Licenses (Inbound and Outbound).  
(x) Government Contracts.  
(xi) Agreements with Related Parties.  
(xii) Collective Bargaining Agreements.  
(xiii) Settlement Agreements with Ongoing Obligations.  
Schedule 3.10(b) — Change of Control Provisions
Instruction: Identify each contract or instrument containing a "change of control" provision (however denominated) that is triggered, or may be triggered, by the transactions contemplated by the Agreement (including the execution of the Agreement, the consummation of the Merger, or any related change in the direct or indirect ownership or control of the Company), specifying the information set forth in the table below. Expected entries include those noted in the guidance.
Schedule 3.10(c) — Defaults
Instruction: List any existing or, to the Knowledge of the Company, threatened default or breach under any Material Contract, or any event that with the giving of notice, the lapse of time, or both would constitute such a default or breach. For each, identify the Material Contract, the nature of the default or breach, any notice received, and the current status.
[Insert description of any defaults or breaches, or state "None."]
Schedule 3.11 — Intellectual Property
This Schedule 3.11 is delivered pursuant to Section 3.11 of the Agreement and sets forth information regarding the Company's owned and licensed intellectual Property and related matters.
Schedule 3.11(a) — Owned intellectual Property
Instruction: List all registered and material unregistered intellectual Property owned by the Company, organized by category as set forth below. Include network management software and any proprietary technology developed by or for the Company.
(i) Patents and Patent Applications.  
(ii) Trademarks and Service Marks.  
(iii) Copyrights.  
(iv) Domain Names.  
(v) Material Trade Secrets and Proprietary Technology.  
Schedule 3.11(b) — Licensed intellectual Property
Instruction: List all material inbound and outbound intellectual property licenses to which the Company is a party, including the information set forth in the table below. Include all software licenses, technology licenses, trademark licenses, and patent licenses, but exclude non-exclusive, off-the-shelf software licenses for commercially available software with annual fees of less than $50,000.
Schedule 3.11(c) — IP Disputes
Instruction: List any pending or, to the Knowledge of the Company, threatened claims, actions, proceedings, or investigations relating to the Company's intellectual Property, including infringement claims (whether asserted by or against the Company), opposition proceedings, cancellation proceedings, interference proceedings, or other challenges to the validity, enforceability, or ownership of any intellectual Property owned by or licensed to the Company.
[Insert description of any IP disputes, or state "None."]
Schedule 3.11(d) — Open IP Issues
Instruction: Describe any other open issues regarding the Company's intellectual Property, including any lapsed registrations, missed maintenance or renewal fee deadlines, co-ownership arrangements, assignments of invention issues, or other matters that could adversely affect the Company's ownership of, or rights in, its intellectual Property.
[Insert description of any open IP issues, or state "None."]
Schedule 3.12 — Tax Matters
This Schedule 3.12 is delivered pursuant to Section 3.12 of the Agreement and sets forth information regarding the Company's tax matters.
Schedule 3.12(a) — Tax Returns and Filings
Instruction: List all jurisdictions (federal, state, local, and foreign) in which the Company files or is required to file Tax Returns, and identify any Tax Returns not yet filed or for which extensions have been obtained. Include the Company's Employer Identification Number (EIN). Expected EIN: 45-6128937.
Company EIN: [●] (expected 45-6128937)
Tax Return Filing Jurisdictions:
Tax Returns Not Yet Filed or for Which Extensions Have Been Obtained:
[Insert description, or state "None."]
Schedule 3.12(b) — Tax Audits and Disputes
Instruction: List any pending or, to the Knowledge of the Company, threatened Tax audits, assessments, deficiencies, claims, or disputes with any taxing authority, including the taxing authority, the tax type, the tax period(s) at issue, the nature of the claim or dispute, the amount in controversy (if known), and the current status.
Schedule 3.12(c) — Tax Liens and Encumbrances
Instruction: List any liens for Taxes upon any of the assets of the Company (other than statutory liens for current Taxes not yet due and payable).
[Insert description of any Tax liens or encumbrances, or state "None."]
Schedule 3.12(d) — Tax Elections, Agreements, and Waivers
Instruction: Describe any material Tax elections currently in effect (including any elections under Sections 83(b), 338, 754, or 1502 of the Internal Revenue Code of 1986, as amended), Tax sharing, Tax indemnification, or Tax allocation agreements to which the Company is a party (other than customary Tax provisions in commercial agreements not primarily relating to Taxes), closing agreements with any taxing authority, or waivers or extensions of any statute of limitations with respect to Taxes currently in effect.
[Insert description of any Tax elections, agreements, or waivers, or state "None."]
Schedule 3.12(e) — Transfer Pricing
Instruction: If applicable, describe any related-party transactions subject to transfer pricing rules under Section 482 of the Internal Revenue Code or applicable state, local, or foreign law, including the nature of the transaction, the related parties involved, and the transfer pricing methodology employed.
[Insert description, or state "None / Not Applicable."]
Schedule 3.13 — Employee Matters
This Schedule 3.13 is delivered pursuant to Section 3.13 of the Agreement and sets forth information regarding the Company's employees, key employment agreements, and labor matters.
Schedule 3.13(a) — Employees
Instruction: Provide a list of all employees of the Company as of a recent date (specify date), including the information set forth in the table below. Employee names may be provided under separate cover subject to the Confidentiality Protocol if appropriate, with employee ID numbers used in the primary schedule. Specify total headcount. Expected total headcount: approximately 620 employees.
Employee Census Date: [●], 2025
Total Headcount: [●] (expected ~620 employees)
Employee Location Summary:
Schedule 3.13(b) — Key Employment Agreements
Instruction: List all written employment agreements, offer letters with non-standard terms, severance agreements, retention agreements, change-of-control agreements, and consulting agreements with directors, officers, or key employees of the Company, including the parties, date, material terms (including base salary, bonus, equity compensation, severance provisions, and any change-of-control provisions), and current status. Expected to include agreements with Derek Holmgren (CEO), Priya Ramachandran (CTO), Tobias Engel (CFO), and Sandra Whitfield (General Counsel).
Schedule 3.13(c) — Collective Bargaining and Labor Matters
Instruction: List any collective bargaining agreements to which the Company is a party, any union representation of the Company's employees, any pending or threatened labor disputes, work stoppages, or slowdowns, any pending or threatened unfair labor practice charges, and any pending or threatened organizing activities or representation petitions. If none, state "None."
[Insert description of any collective bargaining agreements, union representation, or labor matters, or state "None."]
Schedule 3.14 — Employee Benefit Plans
This Schedule 3.14 is delivered pursuant to Section 3.14 of the Agreement and sets forth information regarding the Company's Employee Benefit Plans.
Schedule 3.14(a) — List of Benefit Plans
Instruction: List all "Employee Benefit Plans" (as defined in Section 3.14(a) of the Agreement), organized by category as set forth below. For each plan, identify the plan name, plan type, effective date, participating employees (or class of eligible participants), and any material features (including change-of-control acceleration provisions, post-termination benefit continuation, and funded/unfunded status).
(i) Qualified Retirement Plans.  
(ii) Health and Welfare Plans.  
(iii) Equity Incentive Plans.  
(iv) Bonus and Incentive Compensation Plans.  
(v) Deferred Compensation Plans.  
(vi) Severance Plans.  
(vii) Fringe Benefit Arrangements.  
Schedule 3.14(b) — Plan Documents
Instruction: Attach copies of all plan documents, summary plan descriptions, trust agreements (if applicable), and most recent determination or opinion letters from the Internal Revenue Service (for qualified plans) for each Employee Benefit Plan listed in Schedule 3.14(a).
Schedule 3.14(c) — Plan Compliance Issues
Instruction: List any known compliance issues, pending or threatened audits or investigations by the Internal Revenue Service, the Department of Labor, or any other governmental authority, prohibited transactions (within the meaning of Section 406 of ERISA or Section 4975 of the Code), or other material non-compliance matters with respect to any Employee Benefit Plan.
[Insert description of any plan compliance issues, or state "None."]
Schedule 3.15 — Environmental Matters
This Schedule 3.15 is delivered pursuant to Section 3.15 of the Agreement and sets forth information regarding the Company's environmental compliance, permits, liabilities, and assessments.
Schedule 3.15(a) — Environmental Compliance
Instruction: Describe any known instances of non-compliance by the Company or any of its Subsidiaries with applicable Environmental Laws (as defined in the Agreement), including the nature of the non-compliance, the Environmental Law at issue, any notices of violation or citations received from governmental authorities, and the current status and any corrective actions taken or planned.
[Insert description of any known instances of environmental non-compliance, or state "None."]
Schedule 3.15(b) — Environmental Permits
Instruction: List all material environmental permits, licenses, and authorizations held by the Company and its Subsidiaries, including the permit type, issuing authority, permit number, date issued, expiration date, and any conditions or restrictions.
Schedule 3.15(c) — Environmental Liabilities and Proceedings
Instruction: List any pending or, to the Knowledge of the Company, threatened environmental claims, actions, investigations, or remediation obligations, including any relating to the release, threatened release, or presence of Hazardous Substances at, on, under, or migrating from properties currently or formerly owned, leased, or operated by the Company or any of its Subsidiaries. For each, identify the property, the nature of the claim or obligation, the governmental authority or third party involved, and the current status.
[Insert description of any environmental liabilities or proceedings, or state "None."]
Schedule 3.15(d) — Environmental Assessments
Instruction: List all environmental site assessments (Phase I, Phase II, or other), environmental audits, compliance assessments, or environmental investigations conducted at or with respect to properties currently or formerly owned, leased, or operated by the Company within the past five years. For each, identify the property, the type of assessment, the consultant performing the assessment, the date completed, and a brief summary of findings. Attach copies of assessment reports as exhibits where available.
Schedule 3.16 — Real Property
This Schedule 3.16 is delivered pursuant to Section 3.16 of the Agreement and sets forth information regarding the Company's owned and leased real property and easements, rights-of-way, and fiber route access agreements.
Schedule 3.16(a) — Owned Real Property
Instruction: List all real property owned in fee simple by the Company or any of its Subsidiaries, including the street address, city, county, state, legal description (or parcel number), approximate acreage and/or square footage, current use, and any liens, encumbrances, mortgages, deeds of trust, or title defects. If the Company does not own any real property, state "None."
Schedule 3.16(b) — Leased Real Property
Instruction: List all real property leased by the Company or any of its Subsidiaries (as lessee or sublessee), including the information set forth in the table below. Expected to include the Company's headquarters at 2750 NW Thurman Street, Suite 400, Portland, OR 97210, and any other office, operational, or storage facilities. Identify any leases containing change-of-control provisions.
Schedule 3.16(c) — Easements, Rights-of-Way, and Fiber Route Access
Instruction: List all material easements, rights-of-way, pole attachment agreements, conduit leases, railroad crossing agreements, and similar agreements granting the Company or any of its Subsidiaries the right to install, maintain, and operate fiber-optic infrastructure on, over, under, or across property owned by third parties. For each, provide the information set forth in the table below. The Company operates approximately 4,800 route miles of fiber across Oregon, Washington, Idaho, and northern Nevada. Given the volume of such agreements, the Company may organize this schedule by corridor, region, or type and may summarize groups of similar agreements where appropriate, with detailed listings available in the Data Room.
Summary of Fiber Route Miles by State:
Schedule 3.17 — Insurance
This Schedule 3.17 is delivered pursuant to Section 3.17 of the Agreement and sets forth information regarding the Company's insurance coverage.
Instruction: List all insurance policies currently maintained by or for the benefit of the Company and its Subsidiaries, including the information set forth in the table below. Include commercial general liability, property, business interruption, professional liability / errors and omissions, directors and officers liability, employment practices liability, cyber / network security liability, workers' compensation, automobile, umbrella / excess, and any other policies.
Schedule 3.18 — Related-Party Transactions
This Schedule 3.18 is delivered pursuant to Section 3.18 of the Agreement and sets forth information regarding transactions between the Company and related parties.
Instruction: List all contracts, transactions, or arrangements (whether written or oral) between the Company, on the one hand, and any of its directors, officers, employees, stockholders holding more than 5% of the outstanding shares of the Company's capital stock, or any of their respective Affiliates, family members, or associates, on the other hand, that are currently in effect or were in effect at any time during the past three years. For each, describe the nature of the transaction, the parties involved, the relationship of the related party to the Company, the amounts involved, and the material terms.
Schedule 3.19 — Regulatory Matters
This Schedule 3.19 is delivered pursuant to Section 3.19 of the Agreement and sets forth information regarding the Company's regulatory authorizations, government contracts, and regulatory proceedings.
Schedule 3.19(a) — FCC and Telecommunications Licenses
Instruction: List all authorizations, licenses, permits, and registrations issued by the Federal Communications Commission and held by the Company and its Subsidiaries, including the information set forth in the table below. Include the Company's international Section 214 authorization and any other FCC-regulated authorizations (e.g., FCC Registration Number, cable landing licenses, experimental licenses, and any other authorizations).
FCC Registration Number (FRN): [●]
Schedule 3.19(b) — State PUC Certifications
Instruction: List all state public utility commission certificates, registrations, and authorizations held by the Company and its Subsidiaries, specifying the information set forth in the table below. Expected to include certifications from Oregon PUC, Washington UTC, Idaho PUC, and Nevada PUC.
Schedule 3.19(c) — Government Contracts and Obligations
Instruction: List all contracts, grants, cooperative agreements, and other arrangements with federal, state, or local government entities to which the Company or any of its Subsidiaries is a party, including any contracts involving classified information or DOD-related obligations. For each, specify the contracting agency, contract or grant number, date, term, description of services or deliverables, total contract value, and any material terms or compliance requirements.
Schedule 3.19(d) — Regulatory Proceedings
Instruction: List any pending or, to the Knowledge of the Company, threatened regulatory proceedings, investigations, inquiries, or enforcement actions by any governmental authority (including, without limitation, the FCC, state PUCs, the FTC, and any other telecommunications or consumer protection regulatory bodies) relating to the Company or any of its Subsidiaries, including the governmental authority, the nature of the proceeding, the docket or case number (if known), and the current status.
Schedule 3.20 — Customers and Suppliers
This Schedule 3.20 is delivered pursuant to Section 3.20 of the Agreement and sets forth information regarding the Company's top customers, top suppliers, and any terminations or disputes.
Schedule 3.20(a) — Top Customers
Instruction: List the Company's top fifteen (15) customers by revenue for FY2024 and the current fiscal year-to-date period, including the customer name, annual revenue for FY2024, year-to-date revenue for the current fiscal year, and the primary contract governing the relationship. Expected to include Pacific Ridge Data Centers, LLC (approximately $22,000,000 in annual revenue) and other regional ISPs, hyperscale data center operators, municipal broadband programs, and enterprise accounts.
FY2024 Top Customers:
Schedule 3.20(b) — Top Suppliers
Instruction: List the Company's top ten (10) suppliers/vendors by expenditure for FY2024 and the current fiscal year-to-date, including the supplier name, annual expenditure for FY2024, year-to-date expenditure for the current fiscal year, and the primary contract governing the relationship.
FY2024 Top Suppliers:
Schedule 3.20(c) — Customer / Supplier Terminations or Disputes
Instruction: Describe any notice of termination, material dispute, renegotiation, or significant change in the business relationship (including material reductions in volume or pricing) with any of the Company's top fifteen customers or top ten suppliers within the past twelve months. For each, identify the customer or supplier, the nature of the termination, dispute, or change, and the current status.
[Insert description of any terminations, disputes, or significant changes, or state "None."]
Schedule 3.21 — Bank Accounts and Powers of Attorney
This Schedule 3.21 is delivered pursuant to Section 3.21 of the Agreement and sets forth information regarding the Company's bank accounts, brokerage accounts, and powers of attorney.
Instruction: List all bank accounts, brokerage accounts, money market accounts, certificates of deposit, and safe deposit boxes maintained by or on behalf of the Company and its Subsidiaries. For each, provide the information set forth in the table below. Also list all outstanding powers of attorney granted by the Company or any of its Subsidiaries to any Person.
Bank and Brokerage Accounts:
Safe Deposit boxes:
Outstanding Powers of Attorney:
Schedule 3.22 — Indebtedness
This Schedule 3.22 is delivered pursuant to Section 3.22 of the Agreement and sets forth all Indebtedness (as defined in the Agreement) of the Company as of a recent date.
Instruction: List all Indebtedness of the Company and its Subsidiaries as of the date specified below, organized by category. Expected total estimated indebtedness is approximately $94,900,000.
Indebtedness Date: [●], 2025
(i) Funded Debt (Term Loans, Revolving Credit Facilities, Notes Payable)
(ii) Capital Leases
Aggregate Capital Lease Obligations: $[●] (~$12,300,000)
(iii) Guarantees.  
(iv) Letters of Credit
(v) Other Indebtedness
Summary of Total Indebtedness:
ARTICLE IV SCHEDULES — REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB
The following Schedules correspond to the representations and warranties of Parent and Merger Sub set forth in Article IV of the Agreement.
Schedule 4.1 — Organization of Parent and Merger Sub
[Reserved — to be populated by Parent if applicable. No exceptions are expected to be required.]
None.
Schedule 4.2 — Authority of Parent and Merger Sub; No Conflict
[Reserved — to be populated by Parent if applicable.]
None.
Schedule 4.3 — Required Consents and Approvals (Parent)
Instruction: List any consents, approvals, filings, or notices required to be obtained or made by Parent or Merger Sub in connection with the execution and delivery of the Agreement and the consummation of the Merger and the other transactions contemplated thereby. Note: HSR Act, FCC, CFIUS (if applicable), and state PUC filings applicable to the Merger are addressed in Schedule 3.4(a).
[Insert description of any additional consents, approvals, filings, or notices required by Parent or Merger Sub, or state "None — see Schedule 3.4(a) for joint filings and regulatory approvals applicable to the transactions."]
ADDITIONAL SCHEDULES
The following additional Schedules are delivered in connection with the Agreement.
Schedule 5.1 — Conduct of Business Pending the Merger (Permitted Actions)
This Schedule 5.1 is delivered pursuant to Section 5.1 of the Agreement and sets forth actions or transactions that the Company is specifically permitted to take or consummate between the date of the Agreement and the Closing, notwithstanding the general restrictions on the conduct of the Company's business set forth in Section 5.1 of the Agreement.
Instruction: List any specific actions, transactions, capital expenditures, contracts, commitments, or other matters that the parties have agreed the Company may undertake between signing and closing outside the general restrictions of Section 5.1 of the Agreement. If none have been specifically agreed, state "None."
[Insert permitted actions, or state "None."]
Schedule 6.6 — Target Net Working Capital
This Schedule 6.6 is delivered pursuant to Section 6.6 of the Agreement and sets forth the methodology and illustrative calculation for the Target Net Working Capital.
Instruction: Attach the agreed methodology for calculating Net Working Capital, including (a) the specific current asset line items included and excluded, (b) the specific current liability line items included and excluded, (c) any normalization adjustments, (d) an illustrative calculation based on the most recent balance sheet, and (e) the agreed Target Net Working Capital amount and the Working Capital collar. Expected Target Net Working Capital: $14,800,000. Expected Working Capital collar: ±$1,500,000.
Target Net Working Capital: $[●] (expected $14,800,000)
Working Capital Collar: ±$[●] (expected ±$1,500,000)
The Net Working Capital shall be calculated in accordance with the methodology set forth below:
Current Assets Included:
Current Assets Excluded:
Current Liabilities Included:
Current Liabilities Excluded:
Normalization Adjustments (if any):
[Insert description of any agreed normalization adjustments, or state "None."]
Illustrative Calculation (Based on Balance Sheet as of [●]):
Application of Working Capital Collar:
•  If the Closing Net Working Capital exceeds the Target Net Working Capital by more than $[●] (expected $1,500,000), the excess above the collar shall be paid by Parent to the Company's stockholders as an upward adjustment to the Merger Consideration.
•  If the Closing Net Working Capital is less than the Target Net Working Capital by more than $[●] (expected $1,500,000), the shortfall below the collar shall be deducted from the Merger Consideration payable to the Company's stockholders.
•  If the Closing Net Working Capital is within the Working Capital collar (i.e., within ±$[●] of the Target Net Working Capital), no adjustment shall be made.
Schedule 6.7 — Transaction Expenses
This Schedule 6.7 is delivered pursuant to Section 6.7 of the Agreement and sets forth the estimated Transaction Expenses of the Company expected to be unpaid as of the Closing.
Instruction: List all estimated Transaction Expenses of the Company (as defined in the Agreement) expected to be unpaid as of the Closing Date, organized by category as set forth below. Transaction Expenses include all fees, costs, and expenses incurred by or on behalf of the Company in connection with the negotiation, execution, and performance of the Agreement and the consummation of the Merger.
Schedule 6.8 — Knowledge Persons
This Schedule 6.8 is delivered pursuant to Section 6.8 of the Agreement and identifies the individuals who constitute "Knowledge" of the Company for purposes of the Agreement.
Instruction: List the individuals whose actual knowledge (after reasonable inquiry of their direct reports) is imputed to the Company for purposes of the "to the Knowledge of the Company" qualifiers in the Agreement. Expected to include the Chief Executive Officer, Chief Technology Officer, Chief Financial Officer, General Counsel, and such other senior officers or employees as may be designated.
The following individuals constitute the "Knowledge Persons" of the Company for purposes of the Agreement:
For purposes of the Agreement, the "Knowledge" of the Company means the actual knowledge of the individuals listed above, in each case after reasonable inquiry of such individual's direct reports with respect to matters within the scope of such individual's primary responsibility as described above.
ANNEX A — FORM OF UPDATE PROCEDURES
This Annex A sets forth the agreed procedures for the Company to update or supplement the Disclosure Schedules between the date of the Agreement and the Closing Date, as contemplated by Section 6.10 of the Agreement.
Instruction: Insert the agreed-upon update procedure language as negotiated by the parties and set forth in the Agreement. The following is a placeholder framework to be conformed to the final terms of the Agreement.
1. Right to Update. From and after the date of the Agreement until the earlier of the Closing Date and the termination of the Agreement in accordance with its terms, the Company may, from time to time, by written notice to Parent delivered in accordance with Section [●] of the Agreement (each, a "Schedule Update Notice"), supplement or amend the Disclosure Schedules to disclose any matter, event, condition, or development that (a) first arises after the date of the Agreement or (b) existed as of the date of the Agreement but was not known to the Company as of such date, in each case that, if existing or occurring as of the date of the Agreement, would have been required to be disclosed in the Disclosure Schedules in order for the Company's representations and warranties to have been true and correct as of the date of the Agreement (each such supplement or amendment, a "Schedule Update").
2. Content of Schedule Update Notices. Each Schedule Update Notice shall (a) identify the specific Schedule(s) being supplemented or amended, (b) describe in reasonable detail the matter, event, condition, or development giving rise to the update, (c) include all information that would have been required to be disclosed in the applicable Schedule(s) had such matter been disclosed as of the date of the Agreement, and (d) state whether such matter, event, condition, or development constitutes, or would reasonably be expected to constitute, individually or in the aggregate, a Material Adverse Effect.
3. Timing. The Company shall deliver each Schedule Update Notice to Parent promptly, and in any event within [●] Business Days, after the Company becomes aware of the matter, event, condition, or development giving rise to the update.
4. Effect on Representations and Warranties. [Insert agreed-upon language regarding the effect of Schedule Updates on the Company's representations and warranties as of the Closing Date, including whether Schedule Updates are deemed to cure any breach of the Company's representations and warranties for purposes of the closing conditions set forth in Section [●] of the Agreement and the indemnification obligations set forth in Article [●] of the Agreement.]
5. Effect on Closing Conditions. [Insert agreed-upon language regarding the effect of Schedule Updates on Parent's closing conditions, including whether a Schedule Update that discloses a Material Adverse Effect (or matters that, individually or in the aggregate, would constitute a Material Adverse Effect) affects Parent's right to decline to close or to terminate the Agreement.]
6. Effect on Indemnification. [Insert agreed-upon language regarding the effect of Schedule Updates on the Company's indemnification obligations post-Closing, including whether matters disclosed in a Schedule Update are excluded from the indemnification obligations of the Company's stockholders or the escrow/holdback arrangements (if any).]
7. Delivery. All Schedule Update Notices shall be delivered to Parent and its counsel in accordance with the notice provisions of Section [●] of the Agreement, with copies to:
Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022
Attention: Andrew Fitzpatrick / Naomi Petersen
Email: afitzpatrick@calderwoodharkness.com / npetersen@calderwoodharkness.com
8. Acknowledgment. For the avoidance of doubt, the Company's right to deliver Schedule Updates shall not relieve the Company of any obligation to comply with its covenants under the Agreement, including the covenants regarding the conduct of the Company's business between signing and closing set forth in Section 5.1 of the Agreement.
SIGNATURE PAGE
These Disclosure Schedules are delivered by the Company as of the date first set forth above, in connection with and pursuant to the Agreement.
The undersigned hereby certifies, on behalf of the Company, that these Disclosure Schedules, together with all exhibits and attachments hereto, are true, correct, and complete in all material respects as of the date hereof, subject to the general qualifications and disclaimers set forth in the Introductory Notes and Instructions above.
CASCADIA FIBER NETWORKS, INC.
By: ________
Name: [●]
Title: [●]
Date: [●], 2025
Note: These Disclosure Schedules are delivered by the Company only. Parent and Merger Sub do not sign the Company's Disclosure Schedules. The representations and warranties of Parent and Merger Sub, and any disclosure schedules delivered by Parent and Merger Sub, are set forth separately in the Agreement.
[Remainder of Page Intentionally Left Blank]
State | Date of Qualification | Status | Certificate/Filing Number
Oregon | [●] | [●] | [●]
Washington | [●] | [●] | [●]
Idaho | [●] | [●] | [●]
Nevada | [●] | [●] | [●]
[Other, if any] | [●] | [●] | [●]
Field | Information
Full Legal Name | [●]
Jurisdiction of Organization | [●]
Type of Entity | [●]
Date of Organization | [●]
Authorized Equity Interests | [●]
Outstanding Equity Interests | [●]
Record Holders (Name / Number of Interests / % Ownership) | [●]
Beneficial Holders (if different) | [●]
Registered Agent | [●]
Principal Office Address | [●]
Class of Stock | Number of Shares Authorized | Par Value per Share
[●] | [●] | $[●]
[●] | [●] | $[●]
Class of Stock | Number of Shares Issued and Outstanding
[●] | [●]
[●] | [●]
Category | Number of Shares
Common Stock outstanding | [●]
Shares subject to outstanding stock options (vested) | [●]
Shares subject to outstanding stock options (unvested) | [●]
Shares subject to outstanding RSUs (vested but unsettled) | [●]
Shares subject to outstanding RSUs (unvested) | [●]
Shares subject to outstanding warrants | [●]
Shares subject to other convertible or exercisable securities | [●]
Fully Diluted Shares (Total) | [●] (expected 47,500,000)
Stockholder Name | Class/Series | Number of Shares Held | % of Outstanding Shares | % of Fully Diluted Shares
Timberline Growth Partners, LP | [●] | [●] | [●]% | [●]%
Ridgecrest Venture Fund III, LP | [●] | [●] | [●]% | [●]%
Derek Holmgren | [●] | [●] | [●]% | [●]%
Priya Ramachandran | [●] | [●] | [●]% | [●]%
Tobias Engel | [●] | [●] | [●]% | [●]%
Sandra Whitfield | [●] | [●] | [●]% | [●]%
[Other founders / management] | [●] | [●] | [●]% | [●]%
[Other investors / option holders] | [●] | [●] | [●]% | [●]%
Total | [●] | 100% | 100%
Holder | Type of Award | Date of Grant | Exercise / Conversion Price | Number of Shares | Shares Vested | Shares Unvested | Vesting Schedule | Expiration Date | Change of Control Acceleration
[●] | [●] | [●] | $[●] | [●] | [●] | [●] | [●] | [●] | [●]
[●] | [●] | [●] | $[●] | [●] | [●] | [●] | [●] | [●] | [●]
[Insert additional rows as needed]
Holder | Nature of Right | Source Agreement / Instrument | Conditions / Limitations
[●] | [●] | [●] | [●]
No. | Consent / Approval / Filing | Governmental Authority | Applicable Law / Regulation | Description / Notes
1 | Hart-Scott-Rodino Act premerger notification filing | Federal Trade Commission / Department of Justice, Antitrust Division | HSR Act, 15 U.S.C. § 18a | Notification and Report Form required to be filed by both Parent and the Company; applicable waiting period must expire or be terminated prior to Closing
2 | FCC transfer of control application — international Section 214 authorization and related licenses | Federal Communications Commission | 47 U.S.C. § 214; 47 C.F.R. Parts 1 and 63 | Application for consent to transfer of control of international Section 214 authorization and any other FCC-regulated authorizations held by the Company
3 | Oregon PUC approval or notification | Oregon Public Utility Commission | ORS Chapter 759; OAR 860 | [Insert specific approval or notification requirement]
4 | Washington UTC approval or notification | Washington Utilities and Transportation Commission | RCW Title 80; WAC 480 | [Insert specific approval or notification requirement]
5 | Idaho PUC approval or notification | Idaho Public Utilities Commission | Idaho Code Title 61 | [Insert specific approval or notification requirement]
6 | Nevada PUC approval or notification | Public Utilities Commission of Nevada | NRS Chapter 704 | [Insert specific approval or notification requirement]
7 | CFIUS voluntary notice (if applicable) | Committee on Foreign Investment in the United States | 50 U.S.C. § 4565; 31 C.F.R. Part 800 | [Insert description if CFIUS filing is determined to be advisable or required given Parent's status as a foreign acquiror organized under the laws of England and Wales]
8 | Certificate of Merger filing | Delaware Secretary of State | DGCL § 251 | Filing of Certificate of Merger with the Secretary of State of the State of Delaware to effectuate the Merger
[●] | [Insert any additional governmental filings] | [●] | [●] | [●]
No. | Consent / Approval | Description
1 | Approval and adoption of the Agreement by the affirmative vote of the holders of a majority of the outstanding shares of the Company's common stock entitled to vote thereon | Required pursuant to Section 251(c) of the Delaware General Corporation Law (the "DGCL")
No. | Consent / Approval | Counterparty |