1022-00006 · Northgate Telecommunications PLC · Transaction Documents

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VOTING AND SUPPORT AGREEMENT

by and among

NORTHGATE TELECOMMUNICATIONS PLC

NTP ACQUISITION SUB, INC.

and

RIDGECREST VENTURE FUND III, LP

Dated as of April 7, 2025

VOTING AND SUPPORT AGREEMENT

This VOTING AND SUPPORT AGREEMENT (this "Agreement") is made and entered into as of April 7, 2025 (the "Execution Date"), 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 Ridgecrest Venture Fund III, LP, a Delaware limited partnership ("Stockholder"). Parent, Merger Sub, and Stockholder are each sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Parent, Merger Sub, and Cascadia Fiber Networks, Inc., a Delaware corporation (the "Company"), are concurrently herewith entering into that certain Agreement and Plan of Merger, dated as of April 7, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), pursuant to which, among other things, Merger Sub will merge with and into the Company in a forward merger effected under Section 251 of the General Corporation Law of the State of Delaware (the "DGCL"), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the "Merger");

WHEREAS, the aggregate merger consideration payable in connection with the Merger is Seven Hundred Fifty Million Dollars ($750,000,000) in cash (the "Merger Consideration"), representing an implied per-share merger consideration of Fifteen Dollars and Seventy-Nine Cents ($15.79) per share of Company common stock, par value $0.001 per share ("Company Common Stock"), calculated on the basis of 47,500,000 fully diluted shares of Company Common Stock outstanding as of the date hereof;

WHEREAS, Stockholder is the record and beneficial owner of shares of Company Common Stock representing approximately 17.8% of the outstanding shares of Company Common Stock (the "Subject Shares"), as more particularly described on Exhibit A attached hereto;

WHEREAS, as a condition and inducement to the willingness of Parent and Merger Sub to enter into the Merger Agreement, and as a material element of the transactions contemplated thereby, Parent has required that Stockholder enter into this Agreement;

WHEREAS, Stockholder acknowledges and agrees that, together with the voting and support agreement of even date herewith entered into by Timberline Growth Partners, LP (holding approximately 42.3% of the outstanding shares of Company Common Stock) in favor of Parent and Merger Sub (the "Timberline Voting Agreement"), the combined voting support of Stockholder and Timberline Growth Partners, LP with respect to approximately 60.1% of the outstanding shares of Company Common Stock exceeds the majority of outstanding shares of Company Common Stock required for stockholder approval of the Merger under Section 251(c) of the DGCL; and

WHEREAS, Stockholder desires to enter into this Agreement and to make the representations, warranties, covenants, and agreements set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 *Defined Terms.* As used in this Agreement, the following terms shall have the respective meanings set forth below:

"Company" means Cascadia Fiber Networks, Inc., a Delaware corporation, headquartered at 2750 NW Thurman Street, Suite 400, Portland, OR 97210, with Delaware Secretary of State File Number 5197843 and Employer Identification Number 45-6128937.

"Expiration Date" means the earliest to occur of: (a) the Effective Time (as defined in the Merger Agreement) of the Merger; (b) the valid termination of the Merger Agreement in accordance with its terms; and (c) the date of the mutual written agreement of all Parties hereto to terminate this Agreement.

"Merger Agreement" means that certain Agreement and Plan of Merger, dated as of April 7, 2025, by and among Parent, Merger Sub, and the Company, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

"Outside Date" means September 30, 2025, as such date may be extended to November 29, 2025 by the mutual written agreement of Parent and the Company if, as of September 30, 2025, the sole condition to the Closing (as defined in the Merger Agreement) that has not been satisfied or waived relates to the receipt of required regulatory approvals (including, without limitation, approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and any applicable foreign investment or telecommunications regulatory approvals), all as more particularly defined and described in the Merger Agreement.

"Subject Shares" means (a) all shares of Company Common Stock that are owned beneficially or of record by Stockholder as of the date of this Agreement (including, without limitation, those shares identified on Exhibit A hereto) and (b) all additional shares of Company Common Stock that Stockholder acquires beneficial or record ownership of after the date of this Agreement and prior to the Expiration Date, whether acquired by purchase, by reason of any stock dividend, stock split, distribution, recapitalization, reclassification, combination, exchange of shares, or similar transaction, through the exercise of any option, warrant, or other right to acquire shares of Company Common Stock, through the conversion of any security convertible into or exchangeable for shares of Company Common Stock, or otherwise.

"Transfer" means, with respect to any security, directly or indirectly: (a) any offer, sale, assignment, transfer, pledge, hypothecation, encumbrance, or other disposition (whether voluntary or involuntary, whether by operation of law or otherwise) of such security or any interest therein; (b) the entry into any contract, option, swap, derivative, or other arrangement or understanding with respect to any of the foregoing (including, without limitation, any put, call, or other right to acquire or obligation to sell such security); or (c) the deposit of such security into a voting trust, or the grant of a proxy, power of attorney, or other authorization in respect of the voting or disposition of such security, in each case other than pursuant to this Agreement.

Section 1.2 *Interpretation; Merger Agreement Definitions.*

(a) Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement. In the event of any conflict between the definitions set forth in this Agreement and those set forth in the Merger Agreement, the definitions set forth in this Agreement shall control for purposes of this Agreement.

(b) Unless the context otherwise requires: (i) words importing the singular shall include the plural and vice versa; (ii) words importing gender shall include all genders; (iii) references to "including" or "includes" shall mean "including, without limitation" or "includes, without limitation," as the case may be; (iv) references to Articles, Sections, and Exhibits shall be to Articles, Sections, and Exhibits of or to this Agreement; (v) all references to statutes shall be deemed to refer to such statutes as amended from time to time, including any successor legislation; (vi) the headings and captions contained herein are for convenience of reference only and shall not affect the interpretation of this Agreement; and (vii) the word "or" is not exclusive.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER

Stockholder hereby represents and warrants to Parent and Merger Sub as follows:

Section 2.1 *Organization; Authority.*

(a) Stockholder is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The general partner of Stockholder is Ridgecrest Capital Management, LLC, a Delaware limited liability company ("General Partner"), with principal offices located at 101 California Street, Suite 3200, San Francisco, California 94111. The General Partner is duly organized, validly existing, and in good standing under the laws of the State of Delaware.

(b) Rebecca Montrose, Managing Director of the General Partner, has been duly authorized by the General Partner, on behalf of Stockholder, to execute and deliver this Agreement and to perform Stockholder's obligations hereunder. No other action on the part of Stockholder, the General Partner, or any limited partner of Stockholder is necessary to authorize the execution, delivery, and performance by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated hereby.

(c) Stockholder has full limited partnership power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The General Partner has full limited liability company power and authority to execute and deliver this Agreement on behalf of Stockholder, to cause Stockholder to perform its obligations hereunder, and to consummate the transactions contemplated hereby.

Section 2.2 *Binding Agreement.* This Agreement has been duly executed and delivered by Stockholder (acting through its General Partner) and constitutes a legal, valid, and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to: (a) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other similar laws relating to or affecting creditors' rights generally; and (b) general equitable principles (whether considered in a proceeding in equity or at law), including the discretion of any court of competent jurisdiction in granting equitable remedies such as specific performance and injunctive relief.

Section 2.3 *Ownership of Subject Shares.*

(a) As of the date hereof, Stockholder is the record and/or beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the Subject Shares set forth on Exhibit A hereto, which Subject Shares represent approximately 17.8% of the outstanding shares of Company Common Stock. Stockholder does not own, beneficially or of record, any shares of capital stock of the Company or any securities convertible into or exchangeable for shares of capital stock of the Company, other than the Subject Shares.

(b) The Subject Shares are owned by Stockholder free and clear of all liens, claims, charges, pledges, security interests, mortgages, encumbrances, options, proxies, voting agreements, voting trusts, or other arrangements or restrictions whatsoever on title, possession, or transfer, other than: (i) restrictions on Transfer created by this Agreement; (ii) any restrictions arising under applicable federal and state securities laws; and (iii) any restrictions set forth in the certificate of incorporation, bylaws, or other organizational documents of the Company.

(c) Stockholder has sole voting power and sole dispositive power with respect to all of the Subject Shares, with no restrictions on Stockholder's rights of voting or disposition pertaining thereto, except as set forth herein and in the organizational documents of the Company. Other than this Agreement, there is no agreement, arrangement, or understanding to which Stockholder is a party, whether or not in writing, pursuant to which any person has any contractual or other right or obligation to purchase or otherwise acquire any of the Subject Shares.

Section 2.4 *No Conflicts.* The execution, delivery, and performance of this Agreement by Stockholder and the consummation by Stockholder of the transactions contemplated hereby do not and will not: (a) conflict with or result in a breach or violation of, or constitute a default (with or without notice, lapse of time, or both) under, any provision of the certificate of limited partnership, limited partnership agreement, or other organizational documents of Stockholder or the certificate of formation, operating agreement, or other organizational documents of the General Partner; (b) conflict with or result in a breach or violation of, constitute a default under, or give rise to any right of termination, cancellation, acceleration, or loss of any benefit under, any contract, agreement, instrument, commitment, arrangement, or understanding to which Stockholder is a party or by which Stockholder or any of the Subject Shares may be bound or affected; or (c) violate or result in a breach of, or constitute a default under, any applicable law, statute, rule, regulation, order, writ, injunction, judgment, or decree of any governmental authority applicable to Stockholder or any of the Subject Shares.

Section 2.5 *No Litigation.* As of the date hereof, there is no action, suit, investigation, claim, arbitration, or legal, administrative, or other proceeding pending or, to the knowledge of Stockholder, threatened against Stockholder, at law or in equity, before or by any governmental authority that would reasonably be expected to impair or adversely affect the ability of Stockholder to perform its obligations under this Agreement or to consummate the transactions contemplated hereby on a timely basis.

Section 2.6 *Reliance.* Stockholder understands and acknowledges that each of Parent and Merger Sub is entering into the Merger Agreement in reliance upon Stockholder's execution, delivery, and performance of this Agreement. Stockholder further acknowledges that the execution and delivery of this Agreement by Stockholder is a material inducement to each of Parent and Merger Sub to enter into the Merger Agreement and consummate the transactions contemplated thereby.

Section 2.7 *Adequate Information.*

(a) Stockholder is a sophisticated investor, experienced in evaluating and investing in transactions of the type contemplated by this Agreement and the Merger Agreement. Stockholder has been afforded the opportunity to ask questions of, and receive answers from, the management and representatives of the Company regarding the business, operations, assets, liabilities, financial condition, and prospects of the Company, the terms and conditions of the Merger Agreement, and the transactions contemplated by this Agreement, and Stockholder has had access to adequate information to make an informed decision with respect to the execution and delivery of this Agreement and the performance of its obligations hereunder.

(b) Stockholder acknowledges that Rebecca Montrose, the Managing Director of the General Partner, serves as a member of the Board of Directors of the Company. Stockholder has had the benefit of the knowledge and judgment of Rebecca Montrose in evaluating this Agreement and the transactions contemplated hereby. Stockholder has been advised by legal counsel of its choosing with respect to this Agreement and the transactions contemplated hereby.

ARTICLE III

AGREEMENT TO VOTE

Section 3.1 *Agreement to Vote Subject Shares.* From the date hereof until the Expiration Date, at every meeting of the stockholders of the Company (whether annual or special, and at every adjournment or postponement thereof) and on every action or approval by written consent of the stockholders of the Company (in lieu of any such meeting), Stockholder shall appear at such meeting (in person or by proxy) or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorum, and Stockholder shall vote (or cause to be voted), or deliver (or cause to be delivered) a written consent covering, as applicable, all of the Subject Shares (and any shares of Company Common Stock issued to Stockholder upon the exercise of any option, warrant, or convertible security that constitutes Subject Shares) as follows:

(a) In favor of the adoption and approval of the Merger Agreement, the Merger, and each of the other transactions contemplated by the Merger Agreement, and any actions required in furtherance thereof;

(b) In favor of any proposal to adjourn or postpone any meeting of the stockholders of the Company at which any of the foregoing matters are submitted for the consideration and vote of the stockholders of the Company, to a later date if there are not sufficient votes to adopt and approve the Merger Agreement at the time of such meeting;

(c) Against any action, proposal, transaction, or agreement that would reasonably be expected to: (i) result in a breach of any covenant, representation, warranty, or other obligation of the Company contained in the Merger Agreement; (ii) result in any of the conditions to the consummation of the Merger set forth in Article VII of the Merger Agreement (or any corresponding provision thereof) not being fulfilled or satisfied; or (iii) impede, interfere with, delay, postpone, discourage, or adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and

(d) Against (i) any Acquisition Proposal (as such term is defined in the Merger Agreement) or Superior Proposal (as such term is defined in the Merger Agreement), (ii) any agreement, amendment to the Company's certificate of incorporation or bylaws, or other proposal or transaction involving the Company or any of its subsidiaries that is related to or in furtherance of any Acquisition Proposal or Superior Proposal, and (iii) any other action, proposal, or agreement that is intended to, or would reasonably be expected to, prevent, impede, frustrate, or nullify this Agreement, the Merger Agreement, the Merger, or any of the other transactions contemplated by the Merger Agreement.

The obligations of Stockholder specified in this Section 3.1 shall apply whether or not the Board of Directors of the Company (or any committee thereof) recommends the adoption and approval of the Merger Agreement, and whether or not the Board of Directors of the Company (or any committee thereof) at any time changes, qualifies, withdraws, withholds, or modifies its recommendation with respect to the Merger Agreement or the Merger, including in connection with the receipt of an Acquisition Proposal or Superior Proposal (an "Adverse Recommendation Change").

Section 3.2 *Irrevocable Proxy.*

(a) Stockholder hereby irrevocably grants to, and appoints, Parent and any designee of Parent, severally and not jointly, as Stockholder's attorney-in-fact and proxy (with full power of substitution and resubstitution), for and in the name, place, and stead of Stockholder, to vote the Subject Shares, or to grant a consent or approval in respect of the Subject Shares, in each case in accordance with Section 3.1 of this Agreement, at every meeting of the stockholders of the Company (whether annual or special and at every adjournment or postponement thereof) and on every action or approval by written consent of the stockholders of the Company. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in Section 3.1 of this Agreement.

(b) Stockholder represents and warrants that any proxies heretofore given in respect of the Subject Shares, if any, are not irrevocable and that all such proxies are hereby revoked. Stockholder shall not hereafter, unless and until this Agreement is terminated in accordance with its terms, grant or purport to grant any proxy or power of attorney with respect to any of the Subject Shares, deposit any of the Subject Shares into a voting trust, or enter into any agreement (other than this Agreement), arrangement, or understanding with any person, directly or indirectly, to vote, grant any proxy with respect to, or give instructions as to the voting of, any of the Subject Shares, in each case in any manner inconsistent with this Section 3.2.

(c) The proxy granted pursuant to this Section 3.2 is irrevocable and is granted in consideration of, and as a condition and inducement to, Parent and Merger Sub entering into the Merger Agreement. Stockholder acknowledges that such irrevocable proxy is coupled with an interest sufficient in law to support an irrevocable power and shall not be terminated by any act of Stockholder, by lack of appropriate power or authority, or by the occurrence of any other event or events, other than the termination of this Agreement in accordance with its terms. The irrevocable proxy granted hereunder shall automatically terminate and be of no further force or effect upon the occurrence of the Expiration Date.

Section 3.3 *Quorum.* Stockholder hereby agrees that, during the term of this Agreement, it shall ensure that all Subject Shares are counted as present at any meeting of the stockholders of the Company (whether annual or special and at every adjournment or postponement thereof) for purposes of calculating and establishing a quorum at such meeting, whether by attending in person, by delivering a proxy, or by otherwise causing the Subject Shares to be counted as present.

ARTICLE IV

TRANSFER RESTRICTIONS

Section 4.1 *Restriction on Transfer.* From the date hereof until the Expiration Date, Stockholder shall not, directly or indirectly, Transfer any of the Subject Shares, or enter into any contract, option, or other arrangement or understanding (whether or not in writing) with respect to the Transfer of any Subject Shares, to any person. Any attempted Transfer of Subject Shares in violation of this Section 4.1 shall be null and void ab initio and of no force or effect whatsoever. No Transfer shall be permitted or made that would result in Stockholder ceasing to be the record or beneficial owner of the Subject Shares for purposes of this Agreement, or that would in any way limit, impair, or restrict the ability of Stockholder to comply with, or perform its obligations under, this Agreement.

Section 4.2 *Permitted Transfers. Notwithstanding Section 4.1 of this Agreement, Stockholder may Transfer Subject Shares to: (a) an affiliate (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) of Stockholder; (b) the General Partner (Ridgecrest Capital Management, LLC); or (c) any limited partner of Stockholder (each, a "Permitted Transferee"); provided, however*, that: (i) prior to any such Transfer, the Permitted Transferee shall have executed and delivered to Parent a joinder agreement, in form and substance reasonably satisfactory to Parent, pursuant to which such Permitted Transferee agrees to be bound by all of the terms, conditions, and obligations of this Agreement with respect to the Subject Shares being transferred, as though such Permitted Transferee were the original Stockholder hereunder; and (ii) no such Transfer shall relieve Stockholder of any of its obligations under this Agreement, and Stockholder shall remain jointly and severally liable with any such Permitted Transferee for the performance by such Permitted Transferee of its obligations hereunder. Parent shall not unreasonably withhold, condition, or delay its consent to any joinder agreement required by this Section 4.2.

Section 4.3 *No Encumbrances.* From the date hereof until the Expiration Date, Stockholder shall not create, or permit to exist, any lien, pledge, security interest, charge, claim, mortgage, encumbrance, option, or restriction of any kind whatsoever on or with respect to any Subject Shares, other than: (a) restrictions arising under this Agreement; (b) restrictions arising under applicable federal and state securities laws; and (c) restrictions arising under the organizational documents of the Company.

ARTICLE V

NO SOLICITATION; NO INCONSISTENT AGREEMENTS

Section 5.1 *No Solicitation. From the date hereof until the Expiration Date, Stockholder shall not, and shall cause its affiliates (including, without limitation, the General Partner, Ridgecrest Capital Management, LLC, and any other affiliated investment fund or vehicle), directors, officers, employees, agents, advisors, and representatives (collectively, "Stockholder Representatives*") not to, directly or indirectly:

(a) solicit, initiate, knowingly encourage, knowingly facilitate, or induce any inquiry with respect to, or the making, submission, or announcement of, any Acquisition Proposal;

(b) participate or engage in any discussions or negotiations with any person (other than Parent, Merger Sub, or their respective representatives) regarding, or furnish to any person any information in connection with or for the purpose of encouraging or facilitating, any Acquisition Proposal;

(c) furnish any non-public information regarding the Company or any of its subsidiaries to any person (other than Parent, Merger Sub, or their respective representatives) in connection with, or in furtherance of, any Acquisition Proposal or any inquiry, proposal, or offer that would reasonably be expected to lead to an Acquisition Proposal;

(d) enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, joint venture agreement, or other similar agreement or understanding (whether or not legally binding) with respect to, or that contemplates or is intended to facilitate, any Acquisition Proposal; or

(e) resolve, propose, or agree to do, or publicly announce any intention to do, any of the foregoing.

Section 5.2 *No Inconsistent Agreements.* From the date hereof until the Expiration Date, Stockholder shall not enter into any voting agreement, voting trust, or similar arrangement or agreement, or grant (or agree to grant) any proxy, consent, or power of attorney, with respect to any of the Subject Shares, that is inconsistent with Stockholder's obligations pursuant to this Agreement. Any such vote, agreement, trust, arrangement, proxy, consent, or power of attorney entered into, granted, or given in violation of this Section 5.2 shall be null and void ab initio. Stockholder hereby revokes any and all previous proxies, powers of attorney, and voting agreements with respect to the Subject Shares to the extent inconsistent with the terms of this Agreement.

Section 5.3 *Notification.* Stockholder shall promptly (and in any event within twenty-four (24) hours) notify Parent in writing of any Acquisition Proposal, or any inquiry, indication of interest, or request for information that would reasonably be expected to lead to an Acquisition Proposal, received by Stockholder, any of its affiliates, or any of the Stockholder Representatives. Such notification shall include: (a) the identity of the person or group making such Acquisition Proposal, inquiry, indication of interest, or request; (b) the material terms and conditions thereof (including, if applicable, copies of any written proposals, agreements, or correspondence related thereto); and (c) any subsequent material amendments, modifications, or developments with respect thereto. Stockholder shall keep Parent reasonably informed of the status and details of any such Acquisition Proposal, inquiry, indication of interest, or request.

ARTICLE VI

ADDITIONAL COVENANTS

Section 6.1 *Stockholder Capacity.* Stockholder is entering into this Agreement solely in its capacity as a record and beneficial owner of the Subject Shares. Nothing in this Agreement shall be construed to limit, restrict, or otherwise affect the ability of Rebecca Montrose (or any other officer, director, employee, agent, or representative of Stockholder or the General Partner who serves as a director of the Company) to take any action, or refrain from taking any action, in her capacity as a member of the Board of Directors of the Company, including, without limitation, participating in discussions and deliberations of the Board of Directors of the Company (or any committee thereof) with respect to the Merger, the Merger Agreement, any Acquisition Proposal, any Superior Proposal, or any Adverse Recommendation Change. No action taken (or omitted to be taken) by Rebecca Montrose in her capacity as a director of the Company shall be deemed to constitute a breach of this Agreement by Stockholder. For the avoidance of doubt, the foregoing shall not limit or modify the obligations of Stockholder set forth in Article III, Article IV, or Article V of this Agreement.

Section 6.2 *Documentation and Information. Stockholder shall execute and deliver, or cause to be executed and delivered, any additional documents, instruments, conveyances, and assurances, and shall provide, or cause to be provided, any information reasonably requested by Parent, Merger Sub, or the Company in order to carry out the intent and purposes of this Agreement or to facilitate the consummation of the transactions contemplated hereby and by the Merger Agreement. Without limiting the generality of the foregoing, Stockholder shall cooperate with Parent, Merger Sub, and the Company, and their respective representatives and agents (including Alderman Proxy Advisors, LLC, retained by the Company to assist in the solicitation of proxies from the stockholders of the Company), in connection with any filing with the Securities and Exchange Commission (the "SEC*"), including any proxy statement or information statement, any proxy solicitation, or any other stockholder approval process relating to the Merger or the other transactions contemplated by the Merger Agreement.

Section 6.3 *Further Assurances.* From and after the date hereof, Stockholder shall, from time to time, at the request of Parent (and without further consideration), take all further actions reasonably necessary or desirable to consummate and give effect to the transactions contemplated by this Agreement, including, without limitation, executing and delivering such additional instruments and other documents and taking such further actions as may reasonably be required to vest in Parent the rights, interests, and benefits intended to be conferred by this Agreement.

Section 6.4 *Waiver of Appraisal Rights.* Stockholder hereby irrevocably and unconditionally waives, and agrees not to exercise, assert, or perfect (or attempt to exercise, assert, or perfect), any rights of appraisal, any dissenters' rights, and any similar rights relating to the Merger that may be available to Stockholder under Section 262 of the DGCL or otherwise with respect to the Subject Shares, whether arising under statute, the certificate of incorporation or bylaws of the Company, or otherwise. Stockholder acknowledges that this waiver is a material term of this Agreement and a material inducement for Parent and Merger Sub to enter into the Merger Agreement.

ARTICLE VII

TERMINATION

Section 7.1 *Termination.* This Agreement shall automatically terminate, and be of no further force or effect, upon the earliest to occur of the following:

(a) the Effective Time (as defined in the Merger Agreement) of the Merger;

(b) the valid termination of the Merger Agreement in accordance with its terms (including, without limitation, upon the occurrence of the Outside Date if the Merger has not been consummated by such date);

(d) any amendment, modification, supplement, or waiver to, or of, any provision of the Merger Agreement that, without the prior written consent of Stockholder: (i) decreases the aggregate Merger Consideration below Seven Hundred Fifty Million Dollars ($750,000,000) or decreases the per-share merger consideration below Fifteen Dollars and Seventy-Nine Cents ($15.79) per share of Company Common Stock; (ii) changes the form of the merger consideration from all-cash consideration (including by adding any stock, debt, or other non-cash component to the merger consideration); or (iii) is otherwise materially adverse to the rights, obligations, or interests of Stockholder (in its capacity as a stockholder of the Company) under the Merger Agreement or with respect to the Merger Consideration payable in respect of the Subject Shares.

Section 7.2 *Effect of Termination. Upon any termination of this Agreement pursuant to Section 7.1, all rights, obligations, restrictions, and covenants of the Parties under this Agreement shall immediately cease and be of no further force or effect, and no Party shall have any liability to any other Party hereunder; provided, however*, that: (a) no such termination shall relieve any Party of any liability or obligation arising from or in respect of any willful and intentional breach of this Agreement occurring prior to such termination; and (b) the provisions of this Section 7.2 and Article VIII (Miscellaneous) shall survive any termination of this Agreement and remain in full force and effect.

ARTICLE VIII

MISCELLANEOUS

Section 8.1 *Entire Agreement.* This Agreement (including Exhibit A hereto), together with the Merger Agreement and the other documents and instruments referred to herein and therein, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, both written and oral, among the Parties with respect to such subject matter. There are no conditions, representations, warranties, promises, covenants, or undertakings, express or implied, other than those expressly set forth or referred to herein.

Section 8.2 *Amendments and Waivers.* No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by each of the Parties hereto. No waiver by any Party of any breach or default hereunder shall be deemed to be a waiver of any other or subsequent breach or default, nor shall any waiver constitute a continuing waiver. No failure or delay by any Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

Section 8.3 *Governing Law.* This Agreement, and all claims, causes of action, and proceedings (whether in contract, tort, or otherwise) that may be based upon, arise out of, or relate to this Agreement or the negotiation, execution, or performance of this Agreement, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 8.4 *Jurisdiction; Venue; Waiver of Jury Trial.*

(a) Each of the Parties irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the United States District Court for the District of Delaware, or, if such federal court also declines jurisdiction, any state court of the State of Delaware) in any action, suit, or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby, and each of the Parties irrevocably agrees that all claims in respect of any such action, suit, or proceeding shall be heard and determined in any such court. Each of the Parties irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such action, suit, or proceeding: (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason; (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in any such court; and (iii) any claim that such action, suit, or proceeding in any such court has been brought in an inconvenient forum.

(b) EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.4(b).

Section 8.5 *Specific Performance.* The Parties acknowledge and agree that irreparable injury would result to Parent and Merger Sub if Stockholder fails to perform any of its obligations under this Agreement and that monetary damages alone would not be an adequate remedy for any such breach or threatened breach. Accordingly, each of the Parties agrees that, in the event of any breach or threatened breach of this Agreement by Stockholder, Parent and Merger Sub shall be entitled to seek one or more injunctions to prevent breaches of this Agreement, to seek specific performance of the terms and provisions of this Agreement, and to seek any other equitable remedy to which Parent and Merger Sub may be entitled, in each case in addition to any other remedies available to Parent and Merger Sub at law or in equity. The Parties further agree that: (a) the right to specific performance, injunctive relief, and other equitable remedies is an integral part of the transactions contemplated by this Agreement and the Merger Agreement; (b) the defense that a remedy at law would be adequate shall not be raised, and each Party waives such defense to the maximum extent permitted by applicable law; and (c) neither Parent nor Merger Sub shall be required to prove actual damages or post any bond or other security as a condition to obtaining specific performance, injunctive relief, or any other equitable remedy.

Section 8.6 *Notices.* All notices, requests, demands, consents, approvals, and other communications hereunder shall be in writing and shall be deemed duly given, made, or received: (a) when delivered in person; (b) on the date sent by email (with confirmation of transmission received by the sending party and no automated "bounce back" or rejection notification received); (c) on the first (1st) business day following deposit with a nationally recognized overnight courier service (with proof of delivery requested); or (d) on the third (3rd) business day following the date of mailing by registered or certified mail, return receipt requested, postage prepaid, in each case addressed as follows (or at such other address as any Party may designate in writing from time to time in accordance with this Section 8.6):

If to Parent or Merger Sub:

Northgate Telecommunications PLC 14 Broadwick Place London W1F 8HN, United Kingdom

Attention: Philippa Ashworth, General Counsel

Email: p.ashworth@northgatetelecom.co.uk

with a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, New York 10022

Attention: Oliver Mackenzie

Email: omackenzie@calderwoodharkness.com

If to Stockholder:

Ridgecrest Venture Fund III, LP c/o Ridgecrest Capital Management, LLC 101 California Street, Suite 3200 San Francisco, California 94111

Attention: Rebecca Montrose, Managing Director

Email: rmontrose@ridgecrestcapital.com

with a copy (which shall not constitute notice) to:

Whitmore, Kessler & Braun LLP 1120 SW Quelston Street, Suite 800 Portland, Oregon 97205

Attention: Jonathan Kessler

Email: jkessler@wkblaw.com

Section 8.7 *Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, successors, and permitted assigns. No Party may assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each of the other Parties hereto; provided, however, that Parent may, without the consent of any other Party, assign any or all of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, further*, that no such assignment shall relieve Parent of any of its obligations hereunder.

Section 8.8 *Severability.* If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon any such holding that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Section 8.9 *No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, is intended to, or shall, confer upon any other person (including, without limitation, the Company) any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement; provided, however*, that the Company shall be an express third-party beneficiary of Section 6.1 (Stockholder Capacity).

Section 8.10 *Counterparts.* This Agreement may be executed in two or more counterparts (including by facsimile or by electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act, the Uniform Electronic Transactions Act, and any applicable state laws), each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. The exchange of copies of this Agreement or of signature pages by facsimile transmission, by electronic mail in portable document format (".pdf"), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall have the same effect as physical delivery of the paper document bearing an original signature.

Section 8.11 *Expenses.* Except as otherwise expressly provided in this Agreement or the Merger Agreement, each Party shall bear and pay its own costs and expenses (including, without limitation, the fees and expenses of legal counsel, financial advisors, accountants, and other representatives and agents) incurred in connection with the negotiation, execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby.

[Remainder of this page intentionally left blank. Signature pages follow.]

SIGNATURE PAGE TO VOTING AND SUPPORT AGREEMENT

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered as of the date first written above.

NORTHGATE TELECOMMUNICATIONS PLC

By: ________

Name: Liam Sutherland

Title: Vice President, Corporate Development

Date: ________

NTP ACQUISITION SUB, INC.

By: ________

Name: Liam Sutherland

Title: Sole Director

Date: ________

SIGNATURE PAGE TO VOTING AND SUPPORT AGREEMENT

RIDGECREST VENTURE FUND III, LP

By: Ridgecrest Capital Management, LLC, its General Partner

By: ________

Name: Rebecca Montrose

Title: Managing Director

Date: ________

EXHIBIT A

SUBJECT SHARES

The following sets forth the Subject Shares of Stockholder as of the date of this Agreement:

Confirmation: Stockholder hereby confirms that, as of the date of this Agreement, the Subject Shares described above represent all of the shares of capital stock of the Company, and all of the options, warrants, convertible securities, and other rights to acquire shares of capital stock of the Company, that are beneficially or of record owned by Stockholder. Stockholder further confirms that the Subject Shares are held free and clear of all liens, claims, charges, pledges, security interests, mortgages, encumbrances, options, proxies, voting agreements, voting trusts, or other arrangements or restrictions on title, possession, voting, or transfer, except as set forth in the table above and as otherwise described in this Agreement.

Detail

Stockholder:	Ridgecrest Venture Fund III, LP
General Partner:	Ridgecrest Capital Management, LLC
Principal Office of General Partner:	101 California Street, Suite 3200, San Francisco, CA 94111
Issuer of Subject Shares:	Cascadia Fiber Networks, Inc., a Delaware corporation
Class of Securities:	Common Stock, par value $0.001 per share
Number of Shares Held (Record and Beneficial):	8,455,000 shares of Company Common Stock
Percentage of Outstanding Shares:	Approximately 17.8% (based on 47,500,000 fully diluted shares of Company Common Stock outstanding as of the date hereof)
Record Holder:	Ridgecrest Venture Fund III, LP
Beneficial Owner:	Ridgecrest Venture Fund III, LP
Depository / Custodian:	Shares held in book-entry form through The Depository Trust Company (DTC participant account maintained by Greaves Bancorp, Custody Services)
Options, Warrants, or Other Equity Derivatives:	None
Liens, Encumbrances, or Restrictions:	None, except as created by this Agreement, applicable securities laws, and the Company's organizational documents

VOTING AND SUPPORT AGREEMENT
by and among
NORTHGATE TELECOMMUNICATIONS PLC
NTP ACQUISITION SUB, INC.
and
RIDGECREST VENTURE FUND III, LP
Dated as of April 7, 2025
VOTING AND SUPPORT AGREEMENT
This VOTING AND SUPPORT AGREEMENT (this "Agreement") is made and entered into as of April 7, 2025 (the "Execution Date"), 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 Ridgecrest Venture Fund III, LP, a Delaware limited partnership ("Stockholder"). Parent, Merger Sub, and Stockholder are each sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Parent, Merger Sub, and Cascadia Fiber Networks, Inc., a Delaware corporation (the "Company"), are concurrently herewith entering into that certain Agreement and Plan of Merger, dated as of April 7, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), pursuant to which, among other things, Merger Sub will merge with and into the Company in a forward merger effected under Section 251 of the General Corporation Law of the State of Delaware (the "DGCL"), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the "Merger");
WHEREAS, the aggregate merger consideration payable in connection with the Merger is Seven Hundred Fifty Million Dollars ($750,000,000) in cash (the "Merger Consideration"), representing an implied per-share merger consideration of Fifteen Dollars and Seventy-Nine Cents ($15.79) per share of Company common stock, par value $0.001 per share ("Company Common Stock"), calculated on the basis of 47,500,000 fully diluted shares of Company Common Stock outstanding as of the date hereof;
WHEREAS, Stockholder is the record and beneficial owner of shares of Company Common Stock representing approximately 17.8% of the outstanding shares of Company Common Stock (the "Subject Shares"), as more particularly described on Exhibit A attached hereto;
WHEREAS, as a condition and inducement to the willingness of Parent and Merger Sub to enter into the Merger Agreement, and as a material element of the transactions contemplated thereby, Parent has required that Stockholder enter into this Agreement;
WHEREAS, Stockholder acknowledges and agrees that, together with the voting and support agreement of even date herewith entered into by Timberline Growth Partners, LP (holding approximately 42.3% of the outstanding shares of Company Common Stock) in favor of Parent and Merger Sub (the "Timberline Voting Agreement"), the combined voting support of Stockholder and Timberline Growth Partners, LP with respect to approximately 60.1% of the outstanding shares of Company Common Stock exceeds the majority of outstanding shares of Company Common Stock required for stockholder approval of the Merger under Section 251(c) of the DGCL; and
WHEREAS, Stockholder desires to enter into this Agreement and to make the representations, warranties, covenants, and agreements set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 *Defined Terms.* As used in this Agreement, the following terms shall have the respective meanings set forth below:
"Company" means Cascadia Fiber Networks, Inc., a Delaware corporation, headquartered at 2750 NW Thurman Street, Suite 400, Portland, OR 97210, with Delaware Secretary of State File Number 5197843 and Employer Identification Number 45-6128937.
"Expiration Date" means the earliest to occur of: (a) the Effective Time (as defined in the Merger Agreement) of the Merger; (b) the valid termination of the Merger Agreement in accordance with its terms; and (c) the date of the mutual written agreement of all Parties hereto to terminate this Agreement.
"Merger Agreement" means that certain Agreement and Plan of Merger, dated as of April 7, 2025, by and among Parent, Merger Sub, and the Company, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Outside Date" means September 30, 2025, as such date may be extended to November 29, 2025 by the mutual written agreement of Parent and the Company if, as of September 30, 2025, the sole condition to the Closing (as defined in the Merger Agreement) that has not been satisfied or waived relates to the receipt of required regulatory approvals (including, without limitation, approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and any applicable foreign investment or telecommunications regulatory approvals), all as more particularly defined and described in the Merger Agreement.
"Subject Shares" means (a) all shares of Company Common Stock that are owned beneficially or of record by Stockholder as of the date of this Agreement (including, without limitation, those shares identified on Exhibit A hereto) and (b) all additional shares of Company Common Stock that Stockholder acquires beneficial or record ownership of after the date of this Agreement and prior to the Expiration Date, whether acquired by purchase, by reason of any stock dividend, stock split, distribution, recapitalization, reclassification, combination, exchange of shares, or similar transaction, through the exercise of any option, warrant, or other right to acquire shares of Company Common Stock, through the conversion of any security convertible into or exchangeable for shares of Company Common Stock, or otherwise.
"Transfer" means, with respect to any security, directly or indirectly: (a) any offer, sale, assignment, transfer, pledge, hypothecation, encumbrance, or other disposition (whether voluntary or involuntary, whether by operation of law or otherwise) of such security or any interest therein; (b) the entry into any contract, option, swap, derivative, or other arrangement or understanding with respect to any of the foregoing (including, without limitation, any put, call, or other right to acquire or obligation to sell such security); or (c) the deposit of such security into a voting trust, or the grant of a proxy, power of attorney, or other authorization in respect of the voting or disposition of such security, in each case other than pursuant to this Agreement.
Section 1.2 *Interpretation; Merger Agreement Definitions.*
(a) Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement. In the event of any conflict between the definitions set forth in this Agreement and those set forth in the Merger Agreement, the definitions set forth in this Agreement shall control for purposes of this Agreement.
(b) Unless the context otherwise requires: (i) words importing the singular shall include the plural and vice versa; (ii) words importing gender shall include all genders; (iii) references to "including" or "includes" shall mean "including, without limitation" or "includes, without limitation," as the case may be; (iv) references to Articles, Sections, and Exhibits shall be to Articles, Sections, and Exhibits of or to this Agreement; (v) all references to statutes shall be deemed to refer to such statutes as amended from time to time, including any successor legislation; (vi) the headings and captions contained herein are for convenience of reference only and shall not affect the interpretation of this Agreement; and (vii) the word "or" is not exclusive.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER
Stockholder hereby represents and warrants to Parent and Merger Sub as follows:
Section 2.1 *Organization; Authority.*
(a) Stockholder is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The general partner of Stockholder is Ridgecrest Capital Management, LLC, a Delaware limited liability company ("General Partner"), with principal offices located at 101 California Street, Suite 3200, San Francisco, California 94111. The General Partner is duly organized, validly existing, and in good standing under the laws of the State of Delaware.
(b) Rebecca Montrose, Managing Director of the General Partner, has been duly authorized by the General Partner, on behalf of Stockholder, to execute and deliver this Agreement and to perform Stockholder's obligations hereunder. No other action on the part of Stockholder, the General Partner, or any limited partner of Stockholder is necessary to authorize the execution, delivery, and performance by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated hereby.
(c) Stockholder has full limited partnership power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The General Partner has full limited liability company power and authority to execute and deliver this Agreement on behalf of Stockholder, to cause Stockholder to perform its obligations hereunder, and to consummate the transactions contemplated hereby.
Section 2.2 *Binding Agreement.* This Agreement has been duly executed and delivered by Stockholder (acting through its General Partner) and constitutes a legal, valid, and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to: (a) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other similar laws relating to or affecting creditors' rights generally; and (b) general equitable principles (whether considered in a proceeding in equity or at law), including the discretion of any court of competent jurisdiction in granting equitable remedies such as specific performance and injunctive relief.
Section 2.3 *Ownership of Subject Shares.*
(a) As of the date hereof, Stockholder is the record and/or beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the Subject Shares set forth on Exhibit A hereto, which Subject Shares represent approximately 17.8% of the outstanding shares of Company Common Stock. Stockholder does not own, beneficially or of record, any shares of capital stock of the Company or any securities convertible into or exchangeable for shares of capital stock of the Company, other than the Subject Shares.
(b) The Subject Shares are owned by Stockholder free and clear of all liens, claims, charges, pledges, security interests, mortgages, encumbrances, options, proxies, voting agreements, voting trusts, or other arrangements or restrictions whatsoever on title, possession, or transfer, other than: (i) restrictions on Transfer created by this Agreement; (ii) any restrictions arising under applicable federal and state securities laws; and (iii) any restrictions set forth in the certificate of incorporation, bylaws, or other organizational documents of the Company.
(c) Stockholder has sole voting power and sole dispositive power with respect to all of the Subject Shares, with no restrictions on Stockholder's rights of voting or disposition pertaining thereto, except as set forth herein and in the organizational documents of the Company. Other than this Agreement, there is no agreement, arrangement, or understanding to which Stockholder is a party, whether or not in writing, pursuant to which any person has any contractual or other right or obligation to purchase or otherwise acquire any of the Subject Shares.
Section 2.4 *No Conflicts.* The execution, delivery, and performance of this Agreement by Stockholder and the consummation by Stockholder of the transactions contemplated hereby do not and will not: (a) conflict with or result in a breach or violation of, or constitute a default (with or without notice, lapse of time, or both) under, any provision of the certificate of limited partnership, limited partnership agreement, or other organizational documents of Stockholder or the certificate of formation, operating agreement, or other organizational documents of the General Partner; (b) conflict with or result in a breach or violation of, constitute a default under, or give rise to any right of termination, cancellation, acceleration, or loss of any benefit under, any contract, agreement, instrument, commitment, arrangement, or understanding to which Stockholder is a party or by which Stockholder or any of the Subject Shares may be bound or affected; or (c) violate or result in a breach of, or constitute a default under, any applicable law, statute, rule, regulation, order, writ, injunction, judgment, or decree of any governmental authority applicable to Stockholder or any of the Subject Shares.
Section 2.5 *No Litigation.* As of the date hereof, there is no action, suit, investigation, claim, arbitration, or legal, administrative, or other proceeding pending or, to the knowledge of Stockholder, threatened against Stockholder, at law or in equity, before or by any governmental authority that would reasonably be expected to impair or adversely affect the ability of Stockholder to perform its obligations under this Agreement or to consummate the transactions contemplated hereby on a timely basis.
Section 2.6 *Reliance.* Stockholder understands and acknowledges that each of Parent and Merger Sub is entering into the Merger Agreement in reliance upon Stockholder's execution, delivery, and performance of this Agreement. Stockholder further acknowledges that the execution and delivery of this Agreement by Stockholder is a material inducement to each of Parent and Merger Sub to enter into the Merger Agreement and consummate the transactions contemplated thereby.
Section 2.7 *Adequate Information.*
(a) Stockholder is a sophisticated investor, experienced in evaluating and investing in transactions of the type contemplated by this Agreement and the Merger Agreement. Stockholder has been afforded the opportunity to ask questions of, and receive answers from, the management and representatives of the Company regarding the business, operations, assets, liabilities, financial condition, and prospects of the Company, the terms and conditions of the Merger Agreement, and the transactions contemplated by this Agreement, and Stockholder has had access to adequate information to make an informed decision with respect to the execution and delivery of this Agreement and the performance of its obligations hereunder.
(b) Stockholder acknowledges that Rebecca Montrose, the Managing Director of the General Partner, serves as a member of the Board of Directors of the Company. Stockholder has had the benefit of the knowledge and judgment of Rebecca Montrose in evaluating this Agreement and the transactions contemplated hereby. Stockholder has been advised by legal counsel of its choosing with respect to this Agreement and the transactions contemplated hereby.
ARTICLE III
AGREEMENT TO VOTE
Section 3.1 *Agreement to Vote Subject Shares.* From the date hereof until the Expiration Date, at every meeting of the stockholders of the Company (whether annual or special, and at every adjournment or postponement thereof) and on every action or approval by written consent of the stockholders of the Company (in lieu of any such meeting), Stockholder shall appear at such meeting (in person or by proxy) or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorum, and Stockholder shall vote (or cause to be voted), or deliver (or cause to be delivered) a written consent covering, as applicable, all of the Subject Shares (and any shares of Company Common Stock issued to Stockholder upon the exercise of any option, warrant, or convertible security that constitutes Subject Shares) as follows:
(a) In favor of the adoption and approval of the Merger Agreement, the Merger, and each of the other transactions contemplated by the Merger Agreement, and any actions required in furtherance thereof;
(b) In favor of any proposal to adjourn or postpone any meeting of the stockholders of the Company at which any of the foregoing matters are submitted for the consideration and vote of the stockholders of the Company, to a later date if there are not sufficient votes to adopt and approve the Merger Agreement at the time of such meeting;
(c) Against any action, proposal, transaction, or agreement that would reasonably be expected to: (i) result in a breach of any covenant, representation, warranty, or other obligation of the Company contained in the Merger Agreement; (ii) result in any of the conditions to the consummation of the Merger set forth in Article VII of the Merger Agreement (or any corresponding provision thereof) not being fulfilled or satisfied; or (iii) impede, interfere with, delay, postpone, discourage, or adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement; and
(d) Against (i) any Acquisition Proposal (as such term is defined in the Merger Agreement) or Superior Proposal (as such term is defined in the Merger Agreement), (ii) any agreement, amendment to the Company's certificate of incorporation or bylaws, or other proposal or transaction involving the Company or any of its subsidiaries that is related to or in furtherance of any Acquisition Proposal or Superior Proposal, and (iii) any other action, proposal, or agreement that is intended to, or would reasonably be expected to, prevent, impede, frustrate, or nullify this Agreement, the Merger Agreement, the Merger, or any of the other transactions contemplated by the Merger Agreement.
The obligations of Stockholder specified in this Section 3.1 shall apply whether or not the Board of Directors of the Company (or any committee thereof) recommends the adoption and approval of the Merger Agreement, and whether or not the Board of Directors of the Company (or any committee thereof) at any time changes, qualifies, withdraws, withholds, or modifies its recommendation with respect to the Merger Agreement or the Merger, including in connection with the receipt of an Acquisition Proposal or Superior Proposal (an "Adverse Recommendation Change").
Section 3.2 *Irrevocable Proxy.*
(a) Stockholder hereby irrevocably grants to, and appoints, Parent and any designee of Parent, severally and not jointly, as Stockholder's attorney-in-fact and proxy (with full power of substitution and resubstitution), for and in the name, place, and stead of Stockholder, to vote the Subject Shares, or to grant a consent or approval in respect of the Subject Shares, in each case in accordance with Section 3.1 of this Agreement, at every meeting of the stockholders of the Company (whether annual or special and at every adjournment or postponement thereof) and on every action or approval by written consent of the stockholders of the Company. Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in Section 3.1 of this Agreement.
(b) Stockholder represents and warrants that any proxies heretofore given in respect of the Subject Shares, if any, are not irrevocable and that all such proxies are hereby revoked. Stockholder shall not hereafter, unless and until this Agreement is terminated in accordance with its terms, grant or purport to grant any proxy or power of attorney with respect to any of the Subject Shares, deposit any of the Subject Shares into a voting trust, or enter into any agreement (other than this Agreement), arrangement, or understanding with any person, directly or indirectly, to vote, grant any proxy with respect to, or give instructions as to the voting of, any of the Subject Shares, in each case in any manner inconsistent with this Section 3.2.
(c) The proxy granted pursuant to this Section 3.2 is irrevocable and is granted in consideration of, and as a condition and inducement to, Parent and Merger Sub entering into the Merger Agreement. Stockholder acknowledges that such irrevocable proxy is coupled with an interest sufficient in law to support an irrevocable power and shall not be terminated by any act of Stockholder, by lack of appropriate power or authority, or by the occurrence of any other event or events, other than the termination of this Agreement in accordance with its terms. The irrevocable proxy granted hereunder shall automatically terminate and be of no further force or effect upon the occurrence of the Expiration Date.
Section 3.3 *Quorum.* Stockholder hereby agrees that, during the term of this Agreement, it shall ensure that all Subject Shares are counted as present at any meeting of the stockholders of the Company (whether annual or special and at every adjournment or postponement thereof) for purposes of calculating and establishing a quorum at such meeting, whether by attending in person, by delivering a proxy, or by otherwise causing the Subject Shares to be counted as present.
ARTICLE IV
TRANSFER RESTRICTIONS
Section 4.1 *Restriction on Transfer.* From the date hereof until the Expiration Date, Stockholder shall not, directly or indirectly, Transfer any of the Subject Shares, or enter into any contract, option, or other arrangement or understanding (whether or not in writing) with respect to the Transfer of any Subject Shares, to any person. Any attempted Transfer of Subject Shares in violation of this Section 4.1 shall be null and void ab initio and of no force or effect whatsoever. No Transfer shall be permitted or made that would result in Stockholder ceasing to be the record or beneficial owner of the Subject Shares for purposes of this Agreement, or that would in any way limit, impair, or restrict the ability of Stockholder to comply with, or perform its obligations under, this Agreement.
Section 4.2 *Permitted Transfers. Notwithstanding Section 4.1 of this Agreement, Stockholder may Transfer Subject Shares to: (a) an affiliate (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) of Stockholder; (b) the General Partner (Ridgecrest Capital Management, LLC); or (c) any limited partner of Stockholder (each, a "Permitted Transferee"); provided, however*, that: (i) prior to any such Transfer, the Permitted Transferee shall have executed and delivered to Parent a joinder agreement, in form and substance reasonably satisfactory to Parent, pursuant to which such Permitted Transferee agrees to be bound by all of the terms, conditions, and obligations of this Agreement with respect to the Subject Shares being transferred, as though such Permitted Transferee were the original Stockholder hereunder; and (ii) no such Transfer shall relieve Stockholder of any of its obligations under this Agreement, and Stockholder shall remain jointly and severally liable with any such Permitted Transferee for the performance by such Permitted Transferee of its obligations hereunder. Parent shall not unreasonably withhold, condition, or delay its consent to any joinder agreement required by this Section 4.2.
Section 4.3 *No Encumbrances.* From the date hereof until the Expiration Date, Stockholder shall not create, or permit to exist, any lien, pledge, security interest, charge, claim, mortgage, encumbrance, option, or restriction of any kind whatsoever on or with respect to any Subject Shares, other than: (a) restrictions arising under this Agreement; (b) restrictions arising under applicable federal and state securities laws; and (c) restrictions arising under the organizational documents of the Company.
ARTICLE V
NO SOLICITATION; NO INCONSISTENT AGREEMENTS
Section 5.1 *No Solicitation. From the date hereof until the Expiration Date, Stockholder shall not, and shall cause its affiliates (including, without limitation, the General Partner, Ridgecrest Capital Management, LLC, and any other affiliated investment fund or vehicle), directors, officers, employees, agents, advisors, and representatives (collectively, "Stockholder Representatives*") not to, directly or indirectly:
(a) solicit, initiate, knowingly encourage, knowingly facilitate, or induce any inquiry with respect to, or the making, submission, or announcement of, any Acquisition Proposal;
(b) participate or engage in any discussions or negotiations with any person (other than Parent, Merger Sub, or their respective representatives) regarding, or furnish to any person any information in connection with or for the purpose of encouraging or facilitating, any Acquisition Proposal;
(c) furnish any non-public information regarding the Company or any of its subsidiaries to any person (other than Parent, Merger Sub, or their respective representatives) in connection with, or in furtherance of, any Acquisition Proposal or any inquiry, proposal, or offer that would reasonably be expected to lead to an Acquisition Proposal;
(d) enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, joint venture agreement, or other similar agreement or understanding (whether or not legally binding) with respect to, or that contemplates or is intended to facilitate, any Acquisition Proposal; or
(e) resolve, propose, or agree to do, or publicly announce any intention to do, any of the foregoing.
Section 5.2 *No Inconsistent Agreements.* From the date hereof until the Expiration Date, Stockholder shall not enter into any voting agreement, voting trust, or similar arrangement or agreement, or grant (or agree to grant) any proxy, consent, or power of attorney, with respect to any of the Subject Shares, that is inconsistent with Stockholder's obligations pursuant to this Agreement. Any such vote, agreement, trust, arrangement, proxy, consent, or power of attorney entered into, granted, or given in violation of this Section 5.2 shall be null and void ab initio. Stockholder hereby revokes any and all previous proxies, powers of attorney, and voting agreements with respect to the Subject Shares to the extent inconsistent with the terms of this Agreement.
Section 5.3 *Notification.* Stockholder shall promptly (and in any event within twenty-four (24) hours) notify Parent in writing of any Acquisition Proposal, or any inquiry, indication of interest, or request for information that would reasonably be expected to lead to an Acquisition Proposal, received by Stockholder, any of its affiliates, or any of the Stockholder Representatives. Such notification shall include: (a) the identity of the person or group making such Acquisition Proposal, inquiry, indication of interest, or request; (b) the material terms and conditions thereof (including, if applicable, copies of any written proposals, agreements, or correspondence related thereto); and (c) any subsequent material amendments, modifications, or developments with respect thereto. Stockholder shall keep Parent reasonably informed of the status and details of any such Acquisition Proposal, inquiry, indication of interest, or request.
ARTICLE VI
ADDITIONAL COVENANTS
Section 6.1 *Stockholder Capacity.* Stockholder is entering into this Agreement solely in its capacity as a record and beneficial owner of the Subject Shares. Nothing in this Agreement shall be construed to limit, restrict, or otherwise affect the ability of Rebecca Montrose (or any other officer, director, employee, agent, or representative of Stockholder or the General Partner who serves as a director of the Company) to take any action, or refrain from taking any action, in her capacity as a member of the Board of Directors of the Company, including, without limitation, participating in discussions and deliberations of the Board of Directors of the Company (or any committee thereof) with respect to the Merger, the Merger Agreement, any Acquisition Proposal, any Superior Proposal, or any Adverse Recommendation Change. No action taken (or omitted to be taken) by Rebecca Montrose in her capacity as a director of the Company shall be deemed to constitute a breach of this Agreement by Stockholder. For the avoidance of doubt, the foregoing shall not limit or modify the obligations of Stockholder set forth in Article III, Article IV, or Article V of this Agreement.
Section 6.2 *Documentation and Information. Stockholder shall execute and deliver, or cause to be executed and delivered, any additional documents, instruments, conveyances, and assurances, and shall provide, or cause to be provided, any information reasonably requested by Parent, Merger Sub, or the Company in order to carry out the intent and purposes of this Agreement or to facilitate the consummation of the transactions contemplated hereby and by the Merger Agreement. Without limiting the generality of the foregoing, Stockholder shall cooperate with Parent, Merger Sub, and the Company, and their respective representatives and agents (including Alderman Proxy Advisors, LLC, retained by the Company to assist in the solicitation of proxies from the stockholders of the Company), in connection with any filing with the Securities and Exchange Commission (the "SEC*"), including any proxy statement or information statement, any proxy solicitation, or any other stockholder approval process relating to the Merger or the other transactions contemplated by the Merger Agreement.
Section 6.3 *Further Assurances.* From and after the date hereof, Stockholder shall, from time to time, at the request of Parent (and without further consideration), take all further actions reasonably necessary or desirable to consummate and give effect to the transactions contemplated by this Agreement, including, without limitation, executing and delivering such additional instruments and other documents and taking such further actions as may reasonably be required to vest in Parent the rights, interests, and benefits intended to be conferred by this Agreement.
Section 6.4 *Waiver of Appraisal Rights.* Stockholder hereby irrevocably and unconditionally waives, and agrees not to exercise, assert, or perfect (or attempt to exercise, assert, or perfect), any rights of appraisal, any dissenters' rights, and any similar rights relating to the Merger that may be available to Stockholder under Section 262 of the DGCL or otherwise with respect to the Subject Shares, whether arising under statute, the certificate of incorporation or bylaws of the Company, or otherwise. Stockholder acknowledges that this waiver is a material term of this Agreement and a material inducement for Parent and Merger Sub to enter into the Merger Agreement.
ARTICLE VII
TERMINATION
Section 7.1 *Termination.* This Agreement shall automatically terminate, and be of no further force or effect, upon the earliest to occur of the following:
(a) the Effective Time (as defined in the Merger Agreement) of the Merger;
(b) the valid termination of the Merger Agreement in accordance with its terms (including, without limitation, upon the occurrence of the Outside Date if the Merger has not been consummated by such date);
(c) the date of the mutual written agreement of all of the Parties hereto to terminate this Agreement; and
(d) any amendment, modification, supplement, or waiver to, or of, any provision of the Merger Agreement that, without the prior written consent of Stockholder: (i) decreases the aggregate Merger Consideration below Seven Hundred Fifty Million Dollars ($750,000,000) or decreases the per-share merger consideration below Fifteen Dollars and Seventy-Nine Cents ($15.79) per share of Company Common Stock; (ii) changes the form of the merger consideration from all-cash consideration (including by adding any stock, debt, or other non-cash component to the merger consideration); or (iii) is otherwise materially adverse to the rights, obligations, or interests of Stockholder (in its capacity as a stockholder of the Company) under the Merger Agreement or with respect to the Merger Consideration payable in respect of the Subject Shares.
Section 7.2 *Effect of Termination. Upon any termination of this Agreement pursuant to Section 7.1, all rights, obligations, restrictions, and covenants of the Parties under this Agreement shall immediately cease and be of no further force or effect, and no Party shall have any liability to any other Party hereunder; provided, however*, that: (a) no such termination shall relieve any Party of any liability or obligation arising from or in respect of any willful and intentional breach of this Agreement occurring prior to such termination; and (b) the provisions of this Section 7.2 and Article VIII (Miscellaneous) shall survive any termination of this Agreement and remain in full force and effect.
ARTICLE VIII
MISCELLANEOUS
Section 8.1 *Entire Agreement.* This Agreement (including Exhibit A hereto), together with the Merger Agreement and the other documents and instruments referred to herein and therein, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, both written and oral, among the Parties with respect to such subject matter. There are no conditions, representations, warranties, promises, covenants, or undertakings, express or implied, other than those expressly set forth or referred to herein.
Section 8.2 *Amendments and Waivers.* No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by each of the Parties hereto. No waiver by any Party of any breach or default hereunder shall be deemed to be a waiver of any other or subsequent breach or default, nor shall any waiver constitute a continuing waiver. No failure or delay by any Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
Section 8.3 *Governing Law.* This Agreement, and all claims, causes of action, and proceedings (whether in contract, tort, or otherwise) that may be based upon, arise out of, or relate to this Agreement or the negotiation, execution, or performance of this Agreement, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Section 8.4 *Jurisdiction; Venue; Waiver of Jury Trial.*
(a) Each of the Parties irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the United States District Court for the District of Delaware, or, if such federal court also declines jurisdiction, any state court of the State of Delaware) in any action, suit, or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby, and each of the Parties irrevocably agrees that all claims in respect of any such action, suit, or proceeding shall be heard and determined in any such court. Each of the Parties irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such action, suit, or proceeding: (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason; (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in any such court; and (iii) any claim that such action, suit, or proceeding in any such court has been brought in an inconvenient forum.
(b) EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.4(b).
Section 8.5 *Specific Performance.* The Parties acknowledge and agree that irreparable injury would result to Parent and Merger Sub if Stockholder fails to perform any of its obligations under this Agreement and that monetary damages alone would not be an adequate remedy for any such breach or threatened breach. Accordingly, each of the Parties agrees that, in the event of any breach or threatened breach of this Agreement by Stockholder, Parent and Merger Sub shall be entitled to seek one or more injunctions to prevent breaches of this Agreement, to seek specific performance of the terms and provisions of this Agreement, and to seek any other equitable remedy to which Parent and Merger Sub may be entitled, in each case in addition to any other remedies available to Parent and Merger Sub at law or in equity. The Parties further agree that: (a) the right to specific performance, injunctive relief, and other equitable remedies is an integral part of the transactions contemplated by this Agreement and the Merger Agreement; (b) the defense that a remedy at law would be adequate shall not be raised, and each Party waives such defense to the maximum extent permitted by applicable law; and (c) neither Parent nor Merger Sub shall be required to prove actual damages or post any bond or other security as a condition to obtaining specific performance, injunctive relief, or any other equitable remedy.
Section 8.6 *Notices.* All notices, requests, demands, consents, approvals, and other communications hereunder shall be in writing and shall be deemed duly given, made, or received: (a) when delivered in person; (b) on the date sent by email (with confirmation of transmission received by the sending party and no automated "bounce back" or rejection notification received); (c) on the first (1st) business day following deposit with a nationally recognized overnight courier service (with proof of delivery requested); or (d) on the third (3rd) business day following the date of mailing by registered or certified mail, return receipt requested, postage prepaid, in each case addressed as follows (or at such other address as any Party may designate in writing from time to time in accordance with this Section 8.6):
If to Parent or Merger Sub:
Northgate Telecommunications PLC 14 Broadwick Place London W1F 8HN, United Kingdom
Attention: Philippa Ashworth, General Counsel
Email: p.ashworth@northgatetelecom.co.uk
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, New York 10022
Attention: Oliver Mackenzie
Email: omackenzie@calderwoodharkness.com
If to Stockholder:
Ridgecrest Venture Fund III, LP c/o Ridgecrest Capital Management, LLC 101 California Street, Suite 3200 San Francisco, California 94111
Attention: Rebecca Montrose, Managing Director
Email: rmontrose@ridgecrestcapital.com
with a copy (which shall not constitute notice) to:
Whitmore, Kessler & Braun LLP 1120 SW Quelston Street, Suite 800 Portland, Oregon 97205
Attention: Jonathan Kessler
Email: jkessler@wkblaw.com
Section 8.7 *Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, successors, and permitted assigns. No Party may assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each of the other Parties hereto; provided, however, that Parent may, without the consent of any other Party, assign any or all of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, further*, that no such assignment shall relieve Parent of any of its obligations hereunder.
Section 8.8 *Severability.* If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon any such holding that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Section 8.9 *No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, is intended to, or shall, confer upon any other person (including, without limitation, the Company) any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement; provided, however*, that the Company shall be an express third-party beneficiary of Section 6.1 (Stockholder Capacity).
Section 8.10 *Counterparts.* This Agreement may be executed in two or more counterparts (including by facsimile or by electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act, the Uniform Electronic Transactions Act, and any applicable state laws), each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. The exchange of copies of this Agreement or of signature pages by facsimile transmission, by electronic mail in portable document format (".pdf"), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall have the same effect as physical delivery of the paper document bearing an original signature.
Section 8.11 *Expenses.* Except as otherwise expressly provided in this Agreement or the Merger Agreement, each Party shall bear and pay its own costs and expenses (including, without limitation, the fees and expenses of legal counsel, financial advisors, accountants, and other representatives and agents) incurred in connection with the negotiation, execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby.
[Remainder of this page intentionally left blank. Signature pages follow.]
SIGNATURE PAGE TO VOTING AND SUPPORT AGREEMENT
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered as of the date first written above.
NORTHGATE TELECOMMUNICATIONS PLC
By: ________
Name: Liam Sutherland
Title: Vice President, Corporate Development
Date: ________
NTP ACQUISITION SUB, INC.
By: ________
Name: Liam Sutherland
Title: Sole Director
Date: ________
SIGNATURE PAGE TO VOTING AND SUPPORT AGREEMENT
RIDGECREST VENTURE FUND III, LP
By: Ridgecrest Capital Management, LLC, its General Partner
By: ________
Name: Rebecca Montrose
Title: Managing Director
Date: ________
EXHIBIT A
SUBJECT SHARES
The following sets forth the Subject Shares of Stockholder as of the date of this Agreement:
Confirmation: Stockholder hereby confirms that, as of the date of this Agreement, the Subject Shares described above represent all of the shares of capital stock of the Company, and all of the options, warrants, convertible securities, and other rights to acquire shares of capital stock of the Company, that are beneficially or of record owned by Stockholder. Stockholder further confirms that the Subject Shares are held free and clear of all liens, claims, charges, pledges, security interests, mortgages, encumbrances, options, proxies, voting agreements, voting trusts, or other arrangements or restrictions on title, possession, voting, or transfer, except as set forth in the table above and as otherwise described in this Agreement.
Detail
Stockholder: | Ridgecrest Venture Fund III, LP
General Partner: | Ridgecrest Capital Management, LLC
Principal Office of General Partner: | 101 California Street, Suite 3200, San Francisco, CA 94111
Issuer of Subject Shares: | Cascadia Fiber Networks, Inc., a Delaware corporation
Class of Securities: | Common Stock, par value $0.001 per share
Number of Shares Held (Record and Beneficial): | 8,455,000 shares of Company Common Stock
Percentage of Outstanding Shares: | Approximately 17.8% (based on 47,500,000 fully diluted shares of Company Common Stock outstanding as of the date hereof)
Record Holder: | Ridgecrest Venture Fund III, LP
Beneficial Owner: | Ridgecrest Venture Fund III, LP
Depository / Custodian: | Shares held in book-entry form through The Depository Trust Company (DTC participant account maintained by Greaves Bancorp, Custody Services)
Options, Warrants, or Other Equity Derivatives: | None
Liens, Encumbrances, or Restrictions: | None, except as created by this Agreement, applicable securities laws, and the Company's organizational documents

VOTING AND SUPPORT AGREEMENT

NORTHGATE TELECOMMUNICATIONS PLC

NTP ACQUISITION SUB, INC.

RIDGECREST VENTURE FUND III, LP

VOTING AND SUPPORT AGREEMENT

RECITALS

ARTICLE I

DEFINITIONS

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER

ARTICLE III

AGREEMENT TO VOTE

ARTICLE IV

TRANSFER RESTRICTIONS

ARTICLE V

ARTICLE VI

ADDITIONAL COVENANTS

ARTICLE VII

TERMINATION

ARTICLE VIII

MISCELLANEOUS

SIGNATURE PAGE TO VOTING AND SUPPORT AGREEMENT

NORTHGATE TELECOMMUNICATIONS PLC

NTP ACQUISITION SUB, INC.

SIGNATURE PAGE TO VOTING AND SUPPORT AGREEMENT

RIDGECREST VENTURE FUND III, LP

EXHIBIT A

SUBJECT SHARES

Record

Parties

Dates

Amounts