1022-00006 · Northgate Telecommunications PLC · Transaction Documents

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VOTING AND SUPPORT AGREEMENT

Dated as of April 7, 2025

by and among

NORTHGATE TELECOMMUNICATIONS PLC

and

TIMBERLINE GROWTH PARTNERS, LP

In connection with the Agreement and Plan of Merger, dated as of April 7, 2025, among Northgate Telecommunications PLC, NTP Acquisition Sub, Inc., and Cascadia Fiber Networks, Inc.

VOTING AND SUPPORT AGREEMENT

This VOTING AND SUPPORT AGREEMENT (this "Agreement") is made and entered into as of April 7, 2025, by and among Northgate Telecommunications PLC, a public limited company organized under the laws of England and Wales ("Parent"), and Timberline Growth Partners, LP, a Delaware limited partnership (the "Stockholder").

RECITALS

WHEREAS, Parent, NTP Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Cascadia Fiber Networks, Inc., a Delaware corporation (the "Company"), are entering into an Agreement and Plan of Merger, dated as of the date hereof (as may be amended, supplemented, or modified from time to time, the "Merger Agreement"), pursuant to which Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of Parent, in accordance with the General Corporation Law of the State of Delaware (the "DGCL");

WHEREAS, pursuant to the Merger Agreement, the aggregate merger consideration payable to the stockholders of the Company is Seven Hundred Fifty Million Dollars ($750,000,000) in cash, with no stock component, and the implied per-share merger consideration is Fifteen Dollars and Seventy-Nine Cents ($15.79) per share based on 47,500,000 fully diluted shares of common stock of the Company;

WHEREAS, the Stockholder is the record and beneficial owner of shares of common stock, par value $0.001 per share, of the Company (the "Company Common Stock"), representing approximately 42.3% of the outstanding shares of Company Common Stock (the "Subject Shares," as more fully described in Exhibit A attached hereto);

WHEREAS, as a condition and inducement to Parent's willingness to enter into the Merger Agreement, Parent has required that the Stockholder enter into this Agreement, and the Stockholder has agreed to enter into this Agreement in order to induce Parent to enter into the Merger Agreement;

WHEREAS, the Stockholder acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance on the representations, warranties, covenants, and agreements of the Stockholder set forth in this Agreement; and

WHEREAS, Timberline Growth Management, LLC, a Delaware limited liability company, is the sole general partner of the Stockholder (the "General Partner"), and Clive Atherton, as Managing Partner thereof, has the authority to execute this Agreement on behalf of the Stockholder and to bind the Stockholder to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants, agreements, representations, and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I — DEFINITIONS

Section 1.1 — Definitions.

As used in this Agreement, the following terms shall have the meanings set forth below:

"Competing Proposal" shall have the meaning given to such term in the Merger Agreement (which generally means any inquiry, proposal, or offer from any person or group of persons (other than Parent, Merger Sub, and their respective affiliates) relating to any merger, consolidation, acquisition, business combination, recapitalization, tender offer, exchange offer, liquidation, dissolution, joint venture, or similar transaction involving the Company or any of its subsidiaries, or any acquisition of twenty percent (20%) or more of the assets, revenues, or earning power of the Company and its subsidiaries, taken as a whole, or twenty percent (20%) or more of the outstanding equity interests of the Company, other than the Merger and the other transactions contemplated by the Merger Agreement).

"Company Stockholder Meeting" shall mean the meeting of the stockholders of the Company, duly called and held in accordance with the Company's certificate of incorporation, bylaws, and applicable provisions of the DGCL, including Section 251(c) thereof, to consider and vote upon the adoption of the Merger Agreement and the approval of the Merger, including any adjournment or postponement thereof.

"Effective Time" shall mean the effective time of the Merger as set forth in the Certificate of Merger filed with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL and the terms of the Merger Agreement.

"Expiration Date" shall mean the earliest to occur of: (a) the Effective Time of the Merger; (b) the valid termination of the Merger Agreement in accordance with its terms; (c) the date of any amendment, modification, or waiver to the Merger Agreement that (i) reduces the aggregate merger consideration or the per-share merger consideration payable to the holders of Company Common Stock, (ii) changes the form of the merger consideration from all-cash to any other form (including any stock, securities, or non-cash consideration), or (iii) otherwise materially and adversely affects the Stockholder in its capacity as a holder of Subject Shares, in each case without the prior written consent of the Stockholder; and (d) the date of the mutual written agreement of Parent and the Stockholder to terminate this Agreement.

"Merger Agreement" shall mean the Agreement and Plan of Merger, dated as of the date hereof, among Parent, Merger Sub, and the Company, as may be amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms.

"Outside Date" shall mean September 30, 2025, as such date may be extended to November 29, 2025 in the event that the sole outstanding condition to closing at such time relates to the receipt of required regulatory approvals, in each case as defined in and subject to the terms and conditions of the Merger Agreement.

"Subject Shares" shall mean (a) all shares of Company Common Stock owned of record or beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by the Stockholder as of the date hereof, as set forth on Exhibit A attached hereto, and (b) any additional shares of Company Common Stock acquired by the Stockholder after the date hereof, whether through the exercise of options, warrants, or other rights, conversion of convertible securities, stock dividend, stock split, distribution, recapitalization, reclassification, or otherwise, and whether acquired directly or indirectly. As of the date hereof, the Subject Shares represent approximately 42.3% of the outstanding shares of Company Common Stock.

"Superior Proposal" shall have the meaning given to such term in the Merger Agreement.

"Transfer" shall mean any sale, transfer, assignment, pledge, hypothecation, encumbrance, gift, grant of a security interest in, or other disposition of any kind (whether voluntary or involuntary, whether by operation of law or otherwise, and whether effected directly or indirectly), including any transfer by means of any swap, hedge, short sale, forward contract, or other derivative transaction or arrangement that transfers to another person, in whole or in part, any of the economic consequences of ownership of the applicable securities, whether any such transaction is to be settled by delivery of securities, in cash, or otherwise.

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

Section 1.2 — Interpretation.

Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (d) the terms "Article," "Section," "Exhibit," and "Schedule" refer to the specified Article, Section, Exhibit, or Schedule of or to this Agreement unless otherwise specified; (e) the word "including" and words of similar import when used in this Agreement shall mean "including, without limitation," unless otherwise specified; (f) the word "or" shall not be exclusive; (g) references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto; (h) references to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation; (i) the word "extent" in the phrase "to the extent" shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply "if"; (j) a "business day" shall mean any day other than a Saturday, Sunday, or other day on which commercial banking institutions in New York, New York, Portland, Oregon, or London, England are authorized or required by law or executive order to be closed; and (k) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

ARTICLE II — AGREEMENT TO VOTE; PROXY

Section 2.1 — Agreement to Vote in Favor.

The Stockholder irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing until the Expiration Date, at any meeting of the stockholders of the Company, however called (including any adjournment, postponement, or continuation thereof), or in connection with any written consent of the stockholders of the Company, the Stockholder shall:

(a) appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of calculating a quorum;

(b) vote (or cause to be voted), or deliver (or cause to be delivered) a written consent covering, all of the Subject Shares in favor of (i) the adoption of the Merger Agreement, (ii) the approval of the Merger, and (iii) the approval of any other transactions contemplated by the Merger Agreement and any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement;

(c) vote (or cause to be voted), or deliver (or cause to be delivered) a written consent covering, all of the Subject Shares against:

(i) any Competing Proposal;

(ii) any action, proposal, transaction, or agreement that would reasonably be expected to result in a breach of any representation, warranty, covenant, or agreement of the Company contained in the Merger Agreement;

(iii) any action, proposal, transaction, or agreement that would reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate, or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement; and

(iv) any action, proposal, transaction, or agreement that would reasonably be expected to result in any condition to closing set forth in Article VII of the Merger Agreement not being satisfied or fulfilled;

provided, however, that nothing in this Section 2.1 shall limit the right of the Stockholder to vote the Subject Shares in its sole discretion, and without any obligation pursuant to this Agreement, on any matter other than those matters set forth in this Section 2.1 that is properly presented at any meeting of the stockholders of the Company. The Stockholder acknowledges that, under Section 251(c) of the DGCL, the adoption of the Merger Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock. The Stockholder further acknowledges that its Subject Shares, representing approximately 42.3% of the outstanding shares of Company Common Stock, together with the shares subject to the separate Voting and Support Agreement, dated as of the date hereof, by and between Parent and Ridgecrest Venture Fund III, LP (which covers approximately 17.8% of the outstanding shares of Company Common Stock), provide aggregate committed voting support of approximately 60.1% of the outstanding shares of Company Common Stock, which exceeds the majority vote threshold required to adopt the Merger Agreement.

Section 2.2 — Irrevocable Proxy.

The Stockholder hereby irrevocably and unconditionally grants to, and appoints, Parent and any designee of Parent, and each of them individually, as the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place, and stead of the Stockholder, to vote the Subject Shares, or grant a consent or approval in respect of the Subject Shares, in accordance with Section 2.1 hereof at any meeting of the stockholders of the Company (including any adjournment, postponement, or continuation thereof) and in connection with any written consent of the stockholders of the Company. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance on the Stockholder's execution and delivery of this Agreement. The proxy granted by the Stockholder pursuant to this Section 2.2 is coupled with an interest and is granted in consideration of Parent entering into the Merger Agreement and agreeing to consummate the transactions contemplated thereby, and as such shall be irrevocable until the Expiration Date, at which time such proxy shall automatically terminate without further action by any party. The proxy granted by the Stockholder shall not be affected by the subsequent incapacity, disability, dissolution, termination, bankruptcy, or insolvency of the Stockholder. The Stockholder hereby represents and warrants that any and all prior proxies given by the Stockholder in respect of the Subject Shares that would conflict with or be inconsistent with this Agreement are hereby revoked and that no subsequent proxy or power of attorney shall be given or written consent executed by the Stockholder (and if given or executed, shall not be effective) with respect to the Subject Shares that is inconsistent with the provisions of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.2 is given in connection with the execution of the Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may, under no circumstances, be revoked except upon the occurrence of the Expiration Date. Parent may terminate this proxy at any time at its sole discretion by written notice to the Stockholder. Notwithstanding any other provision of this Agreement, the proxy granted pursuant to this Section 2.2 shall terminate automatically upon the occurrence of the Expiration Date.

Section 2.3 — No Inconsistent Agreements.

The Stockholder hereby covenants and agrees that, except as expressly contemplated by this Agreement, the Stockholder shall not, at any time prior to the Expiration Date, (a) enter into any voting agreement, voting trust, or similar arrangement or agreement with respect to any of the Subject Shares, (b) grant any proxy or power of attorney with respect to any of the Subject Shares, or (c) enter into any agreement or understanding with any person the effect of which would be inconsistent with or violative of the provisions and agreements set forth in this Agreement, in each case other than this Agreement.

ARTICLE III — TRANSFER RESTRICTIONS

Section 3.1 — Restriction on Transfer.

The Stockholder agrees that, from the date hereof until the Expiration Date, the Stockholder shall not, directly or indirectly, (a) Transfer any Subject Shares or any interest therein, (b) enter into any contract, option, commitment, or other arrangement or understanding with respect to the Transfer of any Subject Shares or any interest therein, or (c) create or permit to exist any lien, pledge, security interest, charge, claim, equity, option, encumbrance, or restriction of any kind on any Subject Shares (other than restrictions imposed by this Agreement and any applicable restrictions under federal and state securities laws). Without limiting the generality of the foregoing, the Stockholder shall not, directly or indirectly, enter into any swap, hedge, short sale, forward contract, put or call option, or other derivative transaction or arrangement that transfers to another person, in whole or in part, any of the economic consequences of ownership of the Subject Shares, whether any such transaction is to be settled by delivery of Subject Shares, in cash, or otherwise.

Section 3.2 — Permitted Transfers.

Notwithstanding the restrictions set forth in Section 3.1, the Stockholder may Transfer Subject Shares to:

(a) any affiliate of the Stockholder (including any transfer among Timberline Growth Partners, LP and its General Partner, Timberline Growth Management, LLC, or any affiliated investment fund managed or controlled by the General Partner or any affiliate thereof); provided, however, that prior to and as a condition to the effectiveness of any such Transfer, the transferee shall have executed and delivered to Parent a written instrument, in form and substance reasonably satisfactory to Parent, pursuant to which such transferee agrees to be bound by and comply with all of the terms and conditions of this Agreement as if such transferee were the Stockholder hereunder with respect to the Subject Shares so transferred; and

(b) any distribution in kind to the limited partners of the Stockholder, in accordance with the terms of the limited partnership agreement of the Stockholder; provided, however, that prior to and as a condition to the effectiveness of any such distribution, each distributee shall have executed and delivered to Parent a written instrument, in form and substance reasonably satisfactory to Parent, pursuant to which such distributee agrees to be bound by and comply with all of the terms and conditions of this Agreement as if such distributee were the Stockholder hereunder with respect to the Subject Shares so distributed.

No Transfer permitted pursuant to this Section 3.2 shall relieve the Stockholder of its obligations under this Agreement if the applicable transferee or distributee fails to perform the obligations assumed by it pursuant to the joinder instrument required by this Section 3.2.

Section 3.3 — Transfer of Subject Shares Void.

Any Transfer or purported Transfer of Subject Shares in violation of this Article III shall be null and void ab initio, shall not be given any effect for any purpose, and shall not be recognized by, or be binding upon, the Company. The Company shall not, and the Stockholder agrees that the Company shall be instructed not to, (a) register any such Transfer on its stock transfer books, (b) issue a new certificate representing any such Subject Shares, or (c) otherwise recognize any such Transfer for any purpose. The Stockholder agrees that the Company shall be entitled to note the restrictions set forth in this Article III on the stock transfer books and records of the Company, and the Stockholder hereby consents to the placement of a restrictive legend on any certificates representing the Subject Shares (or any notation on any book-entry account statements with respect to the Subject Shares) to reflect the restrictions contemplated by this Agreement.

ARTICLE IV — NON-SOLICITATION

Section 4.1 — No Solicitation of Competing Proposals.

The Stockholder agrees that, from the date hereof until the Expiration Date, the Stockholder shall not, and shall cause its General Partner (Timberline Growth Management, LLC), its affiliates, and its and their respective officers, directors, managers, members, partners, employees, agents, financial advisors, attorneys, accountants, consultants, and other representatives (collectively, "Representatives") not to, directly or indirectly:

(a) solicit, initiate, knowingly encourage, or knowingly facilitate (including by way of furnishing non-public information or providing access to properties, books, records, or personnel) any inquiry, proposal, or offer that constitutes, or would reasonably be expected to lead to, a Competing Proposal;

(b) enter into, continue, or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information or data to any person (other than Parent, Merger Sub, and their respective Representatives) in connection with, any Competing Proposal or any inquiry, proposal, or offer that would reasonably be expected to lead to a Competing Proposal;

(c) approve, endorse, recommend, or otherwise declare advisable any Competing Proposal or any inquiry, proposal, or offer that would reasonably be expected to lead to a Competing Proposal; or

(d) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement, joint venture agreement, partnership agreement, or other similar definitive or preliminary agreement or arrangement with respect to any Competing Proposal.

Section 4.2 — Cessation of Existing Discussions.

The Stockholder shall, and shall cause its General Partner, its affiliates, and its and their respective Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions, or negotiations with any person (other than Parent, Merger Sub, and their respective Representatives) conducted prior to or on the date hereof with respect to any Competing Proposal or any inquiry, proposal, or offer that would reasonably be expected to lead to a Competing Proposal. The Stockholder shall, and shall cause its General Partner, its affiliates, and its and their respective Representatives to, promptly request the return or destruction of all confidential information previously furnished to any such person or its representatives in connection with any such Competing Proposal, inquiry, proposal, or offer, to the extent permitted by and in accordance with the terms of any applicable confidentiality agreement.

Section 4.3 — Notice of Competing Proposals.

The Stockholder shall promptly (and in any event within twenty-four (24) hours) notify Parent in writing of (a) any inquiry, proposal, or offer (including the material terms and conditions thereof and the identity of the person or group of persons making such inquiry, proposal, or offer) received by the Stockholder or any of its Representatives from any person (other than Parent, Merger Sub, and their respective Representatives) with respect to any Competing Proposal or any inquiry, proposal, or offer that would reasonably be expected to lead to a Competing Proposal, and (b) any request for non-public information relating to the Company or any of its subsidiaries received by the Stockholder or any of its Representatives from any person (other than Parent, Merger Sub, and their respective Representatives) that the Stockholder reasonably believes to be in connection with a Competing Proposal. The Stockholder shall keep Parent reasonably informed on a current basis (and in any event within twenty-four (24) hours of any material development) of the status and material terms and conditions (including any amendments or modifications thereto) of any such inquiry, proposal, or offer, and shall promptly provide Parent with copies of all written communications and summaries of all material oral communications relating thereto.

Section 4.4 — Fiduciary Out Acknowledgment.

The Stockholder acknowledges and agrees that the Merger Agreement contains provisions that permit the board of directors of the Company (the "Company Board") to engage with, consider, and respond to a Superior Proposal, subject to the conditions and limitations set forth in the Merger Agreement, including the obligation to provide Parent with a four (4) business-day match right prior to any change of recommendation by the Company Board. The Stockholder further acknowledges and agrees that the Stockholder's obligations under this Article IV are independent of, and shall not be construed to limit or affect, the fiduciary obligations of the Company Board under applicable law or the terms of the Merger Agreement. Notwithstanding the foregoing, and for the avoidance of doubt, the Stockholder's voting obligations under Article II of this Agreement, including the irrevocable proxy granted pursuant to Section 2.2, shall remain in full force and effect regardless of whether the Company Board makes any change of recommendation (as defined in the Merger Agreement), withdraws or modifies its recommendation with respect to the Merger Agreement, or takes any other action in response to a Superior Proposal or an intervening event, in each case unless and until the Expiration Date shall have occurred.

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER

The Stockholder hereby represents and warrants to Parent as follows:

Section 5.1 — Organization and Authority.

The Stockholder is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Timberline Growth Management, LLC, a Delaware limited liability company, is the sole general partner of the Stockholder and has full power and authority to manage the business and affairs of the Stockholder and to execute and deliver this Agreement on behalf of the Stockholder and to bind the Stockholder to the terms and conditions hereof. Clive Atherton, as Managing Partner of Timberline Growth Management, LLC, is duly authorized to act on behalf of the General Partner and to execute and deliver this Agreement on behalf of the Stockholder. The execution, delivery, and performance of this Agreement by the Stockholder has been duly authorized by all necessary partnership action on the part of the Stockholder and all necessary limited liability company action on the part of the General Partner, and no other proceedings, consents, or approvals on the part of the Stockholder, the General Partner, or the limited partners of the Stockholder are necessary to authorize the execution, delivery, and performance of this Agreement.

Section 5.2 — Ownership of Subject Shares.

As of the date hereof, the Stockholder is the record and beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the Subject Shares, which represent approximately 42.3% of the outstanding shares of Company Common Stock, as more fully described in Exhibit A attached hereto. The Subject Shares are owned by the Stockholder free and clear of all liens, pledges, mortgages, encumbrances, security interests, charges, options, rights of first refusal, rights of first offer, preemptive rights, community property interests, equities, claims, demands, restrictions, and encumbrances of any kind or nature whatsoever, other than (a) as created by this Agreement, (b) any applicable restrictions on transfer under federal and state securities laws, and (c) any restrictions set forth in the Stockholder's limited partnership agreement that do not impair the Stockholder's ability to perform its obligations under this Agreement. The Stockholder has, and will have at all times during the term of this Agreement, full and sole voting power and full and sole power of disposition with respect to the Subject Shares, with no limitations, qualifications, or restrictions on such rights, subject only to applicable securities laws and the terms of this Agreement. Other than as contemplated by this Agreement, there are no outstanding options, warrants, rights, calls, commitments, conversion rights, rights of exchange, or other agreements or arrangements of any character to which the Stockholder is a party or by which the Stockholder is bound obligating the Stockholder to Transfer, sell, or otherwise dispose of any Subject Shares, or pursuant to which any person has a right to acquire any Subject Shares from the Stockholder.

Section 5.3 — No Conflicts.

The execution, delivery, and performance by the Stockholder of this Agreement and the consummation by the Stockholder of the transactions contemplated hereby do not and will not (a) conflict with, violate, or result in a breach of any provision of, or constitute a default (with or without notice or lapse of time, or both) under, the Agreement of Limited Partnership of the Stockholder (as amended from time to time) or the Limited Liability Company Agreement of Timberline Growth Management, LLC (as amended from time to time), (b) conflict with, violate, or result in a breach of, or constitute a default under, any law, statute, rule, regulation, order, writ, injunction, judgment, or decree applicable to the Stockholder, the General Partner, or any of the Subject Shares, or (c) conflict with, violate, or result in a breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, acceleration, or loss of any benefit under, any contract, agreement, note, bond, indenture, mortgage, deed of trust, license, lease, instrument, or other arrangement to which the Stockholder or the General Partner is a party or by which the Stockholder, the General Partner, or any of the Subject Shares is bound or affected. No consent, approval, authorization, or permit of, or filing with or notification to, any governmental authority or other person is required on the part of the Stockholder or the General Partner in connection with the execution, delivery, and performance by the Stockholder of this Agreement, other than any filings required under the Securities Exchange Act of 1934, as amended.

Section 5.4 — Binding Agreement.

This Agreement has been duly and validly executed and delivered by the Stockholder (acting through its General Partner) and constitutes a legal, valid, and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to (a) the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, or similar laws relating to or affecting creditors' rights and remedies generally, and (b) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), regardless of whether enforceability is considered in a proceeding in equity or at law.

Section 5.5 — No Litigation.

As of the date hereof, there is no action, suit, claim, investigation, arbitration, or proceeding pending against, or, to the knowledge of the Stockholder, threatened against, the Stockholder, the General Partner, or any of their respective affiliates before or by any governmental authority or arbitral tribunal that would reasonably be expected to impair or delay the ability of the Stockholder to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.

Section 5.6 — Absence of Other Agreements.

Except for this Agreement, the Stockholder has not entered into, and is not a party to, any voting agreement, voting trust, proxy, consent, or other agreement, arrangement, or understanding (whether written or oral) with respect to the Subject Shares that would conflict with, be inconsistent with, or limit or restrict the Stockholder's ability to comply with, the terms of this Agreement. The Stockholder has not taken, and shall not take, any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or that would have the effect of preventing, impeding, or interfering with the Stockholder's performance of its obligations under this Agreement.

Section 5.7 — Adequate Information.

The Stockholder has received and reviewed a copy of the Merger Agreement (including all schedules, exhibits, and annexes thereto) and is fully informed of and familiar with the terms and conditions of the Merger, including the aggregate merger consideration of Seven Hundred Fifty Million Dollars ($750,000,000) in cash and the implied per-share merger consideration of Fifteen Dollars and Seventy-Nine Cents ($15.79) per share. The Stockholder has had a full opportunity to ask questions and receive answers concerning the terms and conditions of the Merger Agreement and this Agreement and has been provided access to such additional information as the Stockholder has requested.

Section 5.8 — Sophisticated Investor.

The Stockholder is a sophisticated investor with experience in transactions of the type contemplated by this Agreement. The Stockholder has had the opportunity to consult with its own independent legal counsel and financial, accounting, and tax advisors regarding the consequences of entering into this Agreement and the transactions contemplated hereby. The Stockholder is entering into this Agreement voluntarily and with full knowledge and understanding of its terms, conditions, and implications. The Stockholder acknowledges that neither Parent, Merger Sub, the Company, nor any of their respective Representatives has made any representation or warranty to the Stockholder regarding the subject matter of this Agreement or the transactions contemplated hereby, other than as expressly set forth in this Agreement.

ARTICLE VI — REPRESENTATIONS AND WARRANTIES OF PARENT

Parent hereby represents and warrants to the Stockholder as follows:

Section 6.1 — Organization and Authority.

Parent is a public limited company duly organized and validly existing under the laws of England and Wales, with its principal offices located at 14 Broadwick Place, London W1F 8HN, United Kingdom. Parent has full corporate power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by Parent have been duly authorized by all necessary corporate action on the part of Parent, and no other corporate proceedings on the part of Parent are necessary to authorize the execution, delivery, and performance of this Agreement.

Section 6.2 — Binding Agreement.

This Agreement has been duly and validly executed and delivered by Parent and constitutes a legal, valid, and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to (a) the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, or similar laws relating to or affecting creditors' rights and remedies generally, and (b) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), regardless of whether enforceability is considered in a proceeding in equity or at law.

Section 6.3 — No Conflicts.

The execution, delivery, and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby do not and will not (a) conflict with, violate, or result in a breach of any provision of Parent's articles of association or other constitutional documents, or (b) conflict with, violate, or result in a breach of any law, statute, rule, regulation, order, writ, injunction, judgment, or decree applicable to Parent. No consent, approval, authorization, or permit of, or filing with or notification to, any governmental authority is required on the part of Parent in connection with the execution, delivery, and performance by Parent of this Agreement, other than any filings that may be required under the Securities Exchange Act of 1934, as amended.

ARTICLE VII — ADDITIONAL COVENANTS

Section 7.1 — Further Assurances.

Each party hereto shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further documents, instruments, conveyances, and assurances, and take or cause to be taken such additional or further actions, as may be reasonably necessary or advisable to carry out and give effect to the provisions and purposes of this Agreement and to consummate and make effective the transactions contemplated hereby. Without limiting the generality of the foregoing, the Stockholder shall, upon the request of Parent, execute and deliver any additional documents or instruments that may be reasonably necessary or desirable to implement the provisions of the irrevocable proxy granted pursuant to Section 2.2, including any documents required to be filed with or presented to the Company's transfer agent.

Section 7.2 — Stockholder Capacity.

The Stockholder is entering into this Agreement solely in its capacity as a record and beneficial holder of the Subject Shares, and nothing in this Agreement shall be construed to limit, restrict, or affect any actions or omissions taken by Clive Atherton in his separate capacity as Chairman of the Board of Directors of the Company. Without limiting the generality of the foregoing, no provision of this Agreement shall be deemed to require Clive Atherton, in his capacity as a director of the Company, to take or refrain from taking any action that would be inconsistent with his fiduciary duties as a director of the Company under applicable law, including the DGCL. The Stockholder makes no agreement or understanding herein in any capacity other than in its capacity as a stockholder of the Company.

Section 7.3 — Notification of Acquisitions.

The Stockholder shall promptly (and in any event within two (2) business days) notify Parent in writing if the Stockholder acquires, after the date hereof, record or beneficial ownership of any additional shares of Company Common Stock, whether through open-market purchases, private transactions, exercise of options or warrants, conversion of convertible securities, stock dividend, stock split, distribution, recapitalization, or otherwise. Any such additional shares of Company Common Stock shall automatically, without any further action by any party hereto, be deemed "Subject Shares" for all purposes of this Agreement and shall be subject to all of the terms, conditions, covenants, restrictions, and obligations set forth herein as fully as if such shares had been Subject Shares as of the date hereof.

Section 7.4 — Waiver of Appraisal Rights.

To the fullest extent permitted by applicable law, the 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, dissenters' rights, or similar rights under Section 262 of the DGCL, or under any other applicable statute, rule, or regulation, with respect to any or all of the Subject Shares in connection with the Merger or the other transactions contemplated by the Merger Agreement. The Stockholder agrees that it shall not commence, join in, facilitate, assist, or encourage (or permit any of its affiliates to commence, join in, facilitate, assist, or encourage) any claim, derivative or otherwise, against Parent, Merger Sub, the Company, or any of their respective directors, officers, or affiliates relating to the negotiation, execution, or delivery of this Agreement or the Merger Agreement or the consummation of the Merger, including any claim (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (b) alleging a breach of fiduciary duty of any person in connection with the negotiation and entry into the Merger Agreement.

Section 7.5 — Publicity.

The Stockholder shall not, and shall cause its General Partner, its affiliates, and its and their respective Representatives not to, issue any press release, make any public statement or announcement, or otherwise make any public disclosure regarding this Agreement, the Merger Agreement, or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned, or delayed); provided, however, that the foregoing shall not restrict any disclosure (a) required by applicable law, rule, regulation, or the rules of any securities exchange, (b) required in connection with any filing made with the U.S. Securities and Exchange Commission, or (c) made in accordance with the terms of the Merger Agreement. To the extent practicable, the Stockholder shall provide Parent with a reasonable opportunity to review and comment on any disclosure required by law or regulation prior to its release.

ARTICLE VIII — TERMINATION

Section 8.1 — Termination.

This Agreement shall automatically terminate, without any notice or other action by any party hereto, upon the earliest to occur of:

(a) the Effective Time of the Merger (at which point the Subject Shares shall be cancelled and converted into the right to receive the per-share merger consideration in accordance with the terms and conditions of the Merger Agreement);

(b) the valid termination of the Merger Agreement in accordance with its terms, including pursuant to Article VIII thereof;

(c) the date of any amendment, modification, supplement, or waiver of any provision of the Merger Agreement that (i) reduces the per-share merger consideration or the aggregate merger consideration payable to the holders of Company Common Stock (including the Stockholder) below the amounts set forth in the Merger Agreement as of the date hereof, (ii) changes the form of the merger consideration from all-cash consideration to any other form of consideration (including any stock, securities, notes, or other non-cash consideration), or (iii) otherwise materially and adversely affects the Stockholder in its capacity as a holder of Subject Shares, in each case without the prior written consent of the Stockholder; and

(d) the date of the mutual written agreement of Parent and the Stockholder to terminate this Agreement.

Section 8.2 — Effect of Termination.

Upon the termination of this Agreement pursuant to Section 8.1, this Agreement shall become void and shall have no further force or effect, and the parties hereto shall have no further obligations hereunder; provided, however, that (a) this Section 8.2 and Article IX (Miscellaneous) shall survive any termination of this Agreement, and (b) nothing in this Section 8.2 shall relieve any party hereto from any liability for any willful and material breach of any representation, warranty, covenant, or agreement contained in this Agreement prior to such termination, and all rights and remedies of the non-breaching party with respect to any such breach shall survive any such termination. For the avoidance of doubt, the termination of this Agreement shall not affect the validity or enforceability of the Merger Agreement or any rights or obligations of any party under the Merger Agreement.

ARTICLE IX — MISCELLANEOUS

Section 9.1 — Notices.

All notices, requests, demands, consents, waivers, and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) when sent by email (with confirmation of transmission and no automated "bounce-back" or failure notification), (c) one (1) business day after being sent by nationally recognized overnight courier service (providing proof of delivery), or (d) three (3) business days after being sent by registered or certified mail (postage prepaid, return receipt requested), addressed as follows:

If to Parent:

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, NY 10022

Attention: Oliver Mackenzie

Email: omackenzie@calderwoodharkness.com

If to the Stockholder:

Timberline Growth Partners, LP c/o Timberline Growth Management, LLC 888 SW Fifth Avenue, Suite 1500 Portland, OR 97204

Attention: Clive Atherton, Managing Partner

Email: catherton@timberlinegrowth.com

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

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

Attention: Jonathan Kessler

Email: jkessler@wkblaw.com

or to such other address or email address as such party may hereafter specify for the purpose of notice to the other party hereto by notice in accordance with this Section 9.1. Any party hereto may change its address for notice by giving notice thereof in the manner set forth above.

Section 9.2 — Entire Agreement.

This Agreement (including Exhibit A hereto), together with the Merger Agreement (to the extent of terms defined therein that are incorporated by reference herein), constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, warranties, commitments, and other communications, both written and oral, between the parties hereto with respect to the subject matter hereof. There are no representations, warranties, covenants, or agreements between the parties hereto relating to the subject matter hereof other than those expressly set forth or referred to in this Agreement.

Section 9.3 — Amendments; Waivers.

No amendment, modification, supplement, or waiver of any provision of this Agreement shall be valid or effective unless made in writing and duly executed and delivered by each party hereto. No waiver by any party hereto of any provision of this Agreement or any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. No failure or delay by any party hereto 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 9.4 — Governing Law.

This Agreement and all disputes, claims, or controversies arising out of or relating to this Agreement, or the negotiation, validity, performance, or breach hereof, shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (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 9.5 — Jurisdiction; Venue.

Each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any particular matter, any state court or federal court of the United States of America sitting in the State of Delaware) in respect of any action, suit, or proceeding arising out of or relating to this Agreement, and hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise, in any such action, suit, or proceeding, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts, and (c) any claim that (i) the action, suit, or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such action, suit, or proceeding is improper, or (iii) this Agreement or the subject matter hereof may not be enforced in or by any of the above-named courts. Each party hereto agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereto irrevocably consents to the service of process in any such action, suit, or proceeding by the delivery of such process in accordance with the notice provisions set forth in Section 9.1.

Section 9.6 — WAIVER OF JURY TRIAL.

EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, COUNTERCLAIM, OR CROSS-CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY HERETO UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY HERETO MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HERETO HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.6.

Section 9.7 — Specific Performance.

The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached. Accordingly, the parties hereto acknowledge and agree that Parent shall be entitled to an injunction or injunctions, specific performance, and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof, in each case without the necessity of proving the inadequacy of monetary damages as a remedy, without the posting of any bond or other security, and without proof of actual damages. The Stockholder agrees that it will not oppose the granting of any such equitable relief and hereby waives (a) any defenses in any action for specific performance, including the defense that a remedy at law would be adequate, and (b) any requirement under any law to post any bond, security, or other undertaking as a prerequisite to obtaining equitable relief. The remedies available under this Section 9.7 shall be in addition to, and not in limitation of, any other remedies available at law or in equity to the parties hereto.

Section 9.8 — Severability.

If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law or regulation, (a) such provision shall be fully severable, (b) this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom, and (d) in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid, and enforceable provision as similar in terms and economic effect to such illegal, invalid, or unenforceable provision as may be possible, and the parties hereto shall use their reasonable best efforts to agree upon and give effect to such substitute provision.

Section 9.9 — Successors and Assigns.

This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, heirs, executors, administrators, legal representatives, and permitted assigns. Neither party hereto may assign, delegate, or otherwise transfer any of its rights, interests, or obligations under this Agreement without the prior written consent of the other party hereto, and any attempted assignment, delegation, or transfer without such consent shall be null and void; provided, however, that Parent may, without the consent of the Stockholder, assign any or all of its rights (but not its obligations) under this Agreement to any direct or indirect wholly owned subsidiary of Parent, so long as such assignment does not materially and adversely affect the Stockholder's rights or obligations hereunder and Parent remains liable for the performance of the obligations so assigned.

Section 9.10 — No Third-Party Beneficiaries.

This Agreement is for the sole benefit of the parties hereto and their respective permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Agreement; provided, however, that the Company is hereby designated an express third-party beneficiary of the Stockholder's voting obligations under Article II hereof and the transfer restrictions under Article III hereof, and the Company shall have the right, but not the obligation, to enforce such provisions directly against the Stockholder as if the Company were a party hereto.

Section 9.11 — Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or by electronic transmission in portable document format (.pdf), or by any electronic signature complying with the U.S. Federal ESIGN Act of 2000 or the Uniform Electronic Transactions Act (including via DocuSign or similar technology), shall be effective as delivery of a manually executed original counterpart of this Agreement. No party hereto shall raise the use of such electronic methods of delivery or execution to challenge the validity, enforceability, or binding effect of this Agreement.

Section 9.12 — Expenses.

Except as otherwise specifically provided in this Agreement, each party hereto shall bear and pay all costs and expenses incurred by it or on its behalf in connection with the negotiation, preparation, execution, and delivery of this Agreement and the transactions contemplated hereby, including fees and expenses of its financial advisors, attorneys, accountants, and other representatives.

Section 9.13 — Interpretation.

This Agreement has been jointly negotiated and drafted by the parties hereto and their respective counsel, and the language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent. Consequently, no provision of this Agreement shall be interpreted or construed against any party hereto solely on the basis that such party or its counsel drafted such provision.

IN WITNESS WHEREOF, the parties hereto have duly executed this Voting and Support Agreement as of the date first written above.

NORTHGATE TELECOMMUNICATIONS PLC

By: ________

Name: Liam Sutherland

Title: VP, Corporate Development

Date: April _, 2025

Address: 14 Broadwick Place, London W1F 8HN, United Kingdom

TIMBERLINE GROWTH PARTNERS, LP

By: Timberline Growth Management, LLC, its General Partner

By: ________

Name: Clive Atherton

Title: Managing Partner

Date: April _, 2025

Address: 888 SW Fifth Avenue, Suite 1500, Portland, OR 97204

EXHIBIT A

SUBJECT SHARES

The following sets forth the Subject Shares owned of record and beneficially by Timberline Growth Partners, LP as of the date of this Agreement:

Additional Information Regarding the Stockholder:

The Stockholder hereby confirms that the information set forth in this Exhibit A is true, correct, and complete as of the date of this Agreement. The Stockholder agrees to promptly notify Parent of any changes to the information set forth herein in accordance with Section 7.3 of this Agreement.

[Remainder of page intentionally left blank.]

Item	Detail
Issuer	Cascadia Fiber Networks, Inc., a Delaware corporation
Delaware File Number	5197843
Class of Securities	Common Stock, par value $0.001 per share
Number of Shares	20,092,500 shares
Percentage of Outstanding Shares	Approximately 42.3% of the 47,500,000 fully diluted shares of Company Common Stock
Certificate Numbers	To be completed prior to closing
CUSIP	To be completed prior to closing
Record Holder	Timberline Growth Partners, LP
Beneficial Owner	Timberline Growth Partners, LP
Liens, Pledges, Encumbrances, or Other Restrictions	None, except as created by this Agreement and any applicable restrictions under federal and state securities laws
Item	Detail
General Partner	Timberline Growth Management, LLC, a Delaware limited liability company
General Partner Address	888 SW Fifth Avenue, Suite 1500, Portland, OR 97204
Managing Partner	Clive Atherton
Approximate Assets Under Management	Approximately $2.4 billion across three fund vintages

VOTING AND SUPPORT AGREEMENT
Dated as of April 7, 2025
by and among
NORTHGATE TELECOMMUNICATIONS PLC
and
TIMBERLINE GROWTH PARTNERS, LP
In connection with the Agreement and Plan of Merger, dated as of April 7, 2025, among Northgate Telecommunications PLC, NTP Acquisition Sub, Inc., and Cascadia Fiber Networks, Inc.
VOTING AND SUPPORT AGREEMENT
This VOTING AND SUPPORT AGREEMENT (this "Agreement") is made and entered into as of April 7, 2025, by and among Northgate Telecommunications PLC, a public limited company organized under the laws of England and Wales ("Parent"), and Timberline Growth Partners, LP, a Delaware limited partnership (the "Stockholder").
RECITALS
WHEREAS, Parent, NTP Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Cascadia Fiber Networks, Inc., a Delaware corporation (the "Company"), are entering into an Agreement and Plan of Merger, dated as of the date hereof (as may be amended, supplemented, or modified from time to time, the "Merger Agreement"), pursuant to which Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of Parent, in accordance with the General Corporation Law of the State of Delaware (the "DGCL");
WHEREAS, pursuant to the Merger Agreement, the aggregate merger consideration payable to the stockholders of the Company is Seven Hundred Fifty Million Dollars ($750,000,000) in cash, with no stock component, and the implied per-share merger consideration is Fifteen Dollars and Seventy-Nine Cents ($15.79) per share based on 47,500,000 fully diluted shares of common stock of the Company;
WHEREAS, the Stockholder is the record and beneficial owner of shares of common stock, par value $0.001 per share, of the Company (the "Company Common Stock"), representing approximately 42.3% of the outstanding shares of Company Common Stock (the "Subject Shares," as more fully described in Exhibit A attached hereto);
WHEREAS, as a condition and inducement to Parent's willingness to enter into the Merger Agreement, Parent has required that the Stockholder enter into this Agreement, and the Stockholder has agreed to enter into this Agreement in order to induce Parent to enter into the Merger Agreement;
WHEREAS, the Stockholder acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance on the representations, warranties, covenants, and agreements of the Stockholder set forth in this Agreement; and
WHEREAS, Timberline Growth Management, LLC, a Delaware limited liability company, is the sole general partner of the Stockholder (the "General Partner"), and Clive Atherton, as Managing Partner thereof, has the authority to execute this Agreement on behalf of the Stockholder and to bind the Stockholder to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants, agreements, representations, and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Definitions.
As used in this Agreement, the following terms shall have the meanings set forth below:
"Competing Proposal" shall have the meaning given to such term in the Merger Agreement (which generally means any inquiry, proposal, or offer from any person or group of persons (other than Parent, Merger Sub, and their respective affiliates) relating to any merger, consolidation, acquisition, business combination, recapitalization, tender offer, exchange offer, liquidation, dissolution, joint venture, or similar transaction involving the Company or any of its subsidiaries, or any acquisition of twenty percent (20%) or more of the assets, revenues, or earning power of the Company and its subsidiaries, taken as a whole, or twenty percent (20%) or more of the outstanding equity interests of the Company, other than the Merger and the other transactions contemplated by the Merger Agreement).
"Company Stockholder Meeting" shall mean the meeting of the stockholders of the Company, duly called and held in accordance with the Company's certificate of incorporation, bylaws, and applicable provisions of the DGCL, including Section 251(c) thereof, to consider and vote upon the adoption of the Merger Agreement and the approval of the Merger, including any adjournment or postponement thereof.
"Effective Time" shall mean the effective time of the Merger as set forth in the Certificate of Merger filed with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL and the terms of the Merger Agreement.
"Expiration Date" shall mean the earliest to occur of: (a) the Effective Time of the Merger; (b) the valid termination of the Merger Agreement in accordance with its terms; (c) the date of any amendment, modification, or waiver to the Merger Agreement that (i) reduces the aggregate merger consideration or the per-share merger consideration payable to the holders of Company Common Stock, (ii) changes the form of the merger consideration from all-cash to any other form (including any stock, securities, or non-cash consideration), or (iii) otherwise materially and adversely affects the Stockholder in its capacity as a holder of Subject Shares, in each case without the prior written consent of the Stockholder; and (d) the date of the mutual written agreement of Parent and the Stockholder to terminate this Agreement.
"Merger Agreement" shall mean the Agreement and Plan of Merger, dated as of the date hereof, among Parent, Merger Sub, and the Company, as may be amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms.
"Outside Date" shall mean September 30, 2025, as such date may be extended to November 29, 2025 in the event that the sole outstanding condition to closing at such time relates to the receipt of required regulatory approvals, in each case as defined in and subject to the terms and conditions of the Merger Agreement.
"Subject Shares" shall mean (a) all shares of Company Common Stock owned of record or beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by the Stockholder as of the date hereof, as set forth on Exhibit A attached hereto, and (b) any additional shares of Company Common Stock acquired by the Stockholder after the date hereof, whether through the exercise of options, warrants, or other rights, conversion of convertible securities, stock dividend, stock split, distribution, recapitalization, reclassification, or otherwise, and whether acquired directly or indirectly. As of the date hereof, the Subject Shares represent approximately 42.3% of the outstanding shares of Company Common Stock.
"Superior Proposal" shall have the meaning given to such term in the Merger Agreement.
"Transfer" shall mean any sale, transfer, assignment, pledge, hypothecation, encumbrance, gift, grant of a security interest in, or other disposition of any kind (whether voluntary or involuntary, whether by operation of law or otherwise, and whether effected directly or indirectly), including any transfer by means of any swap, hedge, short sale, forward contract, or other derivative transaction or arrangement that transfers to another person, in whole or in part, any of the economic consequences of ownership of the applicable securities, whether any such transaction is to be settled by delivery of securities, in cash, or otherwise.
Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to them in the Merger Agreement. In the event of any conflict between the definitions set forth in this Agreement and the definitions set forth in the Merger Agreement, the definitions set forth in this Agreement shall control for purposes of this Agreement.
Section 1.2 — Interpretation.
Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (d) the terms "Article," "Section," "Exhibit," and "Schedule" refer to the specified Article, Section, Exhibit, or Schedule of or to this Agreement unless otherwise specified; (e) the word "including" and words of similar import when used in this Agreement shall mean "including, without limitation," unless otherwise specified; (f) the word "or" shall not be exclusive; (g) references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto; (h) references to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation; (i) the word "extent" in the phrase "to the extent" shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply "if"; (j) a "business day" shall mean any day other than a Saturday, Sunday, or other day on which commercial banking institutions in New York, New York, Portland, Oregon, or London, England are authorized or required by law or executive order to be closed; and (k) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
ARTICLE II — AGREEMENT TO VOTE; PROXY
Section 2.1 — Agreement to Vote in Favor.
The Stockholder irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing until the Expiration Date, at any meeting of the stockholders of the Company, however called (including any adjournment, postponement, or continuation thereof), or in connection with any written consent of the stockholders of the Company, the Stockholder shall:
(a) appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for purposes of calculating a quorum;
(b) vote (or cause to be voted), or deliver (or cause to be delivered) a written consent covering, all of the Subject Shares in favor of (i) the adoption of the Merger Agreement, (ii) the approval of the Merger, and (iii) the approval of any other transactions contemplated by the Merger Agreement and any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement;
(c) vote (or cause to be voted), or deliver (or cause to be delivered) a written consent covering, all of the Subject Shares against:
(i) any Competing Proposal;
(ii) any action, proposal, transaction, or agreement that would reasonably be expected to result in a breach of any representation, warranty, covenant, or agreement of the Company contained in the Merger Agreement;
(iii) any action, proposal, transaction, or agreement that would reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate, or adversely affect the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement; and
(iv) any action, proposal, transaction, or agreement that would reasonably be expected to result in any condition to closing set forth in Article VII of the Merger Agreement not being satisfied or fulfilled;
provided, however, that nothing in this Section 2.1 shall limit the right of the Stockholder to vote the Subject Shares in its sole discretion, and without any obligation pursuant to this Agreement, on any matter other than those matters set forth in this Section 2.1 that is properly presented at any meeting of the stockholders of the Company. The Stockholder acknowledges that, under Section 251(c) of the DGCL, the adoption of the Merger Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock. The Stockholder further acknowledges that its Subject Shares, representing approximately 42.3% of the outstanding shares of Company Common Stock, together with the shares subject to the separate Voting and Support Agreement, dated as of the date hereof, by and between Parent and Ridgecrest Venture Fund III, LP (which covers approximately 17.8% of the outstanding shares of Company Common Stock), provide aggregate committed voting support of approximately 60.1% of the outstanding shares of Company Common Stock, which exceeds the majority vote threshold required to adopt the Merger Agreement.
Section 2.2 — Irrevocable Proxy.
The Stockholder hereby irrevocably and unconditionally grants to, and appoints, Parent and any designee of Parent, and each of them individually, as the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place, and stead of the Stockholder, to vote the Subject Shares, or grant a consent or approval in respect of the Subject Shares, in accordance with Section 2.1 hereof at any meeting of the stockholders of the Company (including any adjournment, postponement, or continuation thereof) and in connection with any written consent of the stockholders of the Company. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance on the Stockholder's execution and delivery of this Agreement. The proxy granted by the Stockholder pursuant to this Section 2.2 is coupled with an interest and is granted in consideration of Parent entering into the Merger Agreement and agreeing to consummate the transactions contemplated thereby, and as such shall be irrevocable until the Expiration Date, at which time such proxy shall automatically terminate without further action by any party. The proxy granted by the Stockholder shall not be affected by the subsequent incapacity, disability, dissolution, termination, bankruptcy, or insolvency of the Stockholder. The Stockholder hereby represents and warrants that any and all prior proxies given by the Stockholder in respect of the Subject Shares that would conflict with or be inconsistent with this Agreement are hereby revoked and that no subsequent proxy or power of attorney shall be given or written consent executed by the Stockholder (and if given or executed, shall not be effective) with respect to the Subject Shares that is inconsistent with the provisions of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.2 is given in connection with the execution of the Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may, under no circumstances, be revoked except upon the occurrence of the Expiration Date. Parent may terminate this proxy at any time at its sole discretion by written notice to the Stockholder. Notwithstanding any other provision of this Agreement, the proxy granted pursuant to this Section 2.2 shall terminate automatically upon the occurrence of the Expiration Date.
Section 2.3 — No Inconsistent Agreements.
The Stockholder hereby covenants and agrees that, except as expressly contemplated by this Agreement, the Stockholder shall not, at any time prior to the Expiration Date, (a) enter into any voting agreement, voting trust, or similar arrangement or agreement with respect to any of the Subject Shares, (b) grant any proxy or power of attorney with respect to any of the Subject Shares, or (c) enter into any agreement or understanding with any person the effect of which would be inconsistent with or violative of the provisions and agreements set forth in this Agreement, in each case other than this Agreement.
ARTICLE III — TRANSFER RESTRICTIONS
Section 3.1 — Restriction on Transfer.
The Stockholder agrees that, from the date hereof until the Expiration Date, the Stockholder shall not, directly or indirectly, (a) Transfer any Subject Shares or any interest therein, (b) enter into any contract, option, commitment, or other arrangement or understanding with respect to the Transfer of any Subject Shares or any interest therein, or (c) create or permit to exist any lien, pledge, security interest, charge, claim, equity, option, encumbrance, or restriction of any kind on any Subject Shares (other than restrictions imposed by this Agreement and any applicable restrictions under federal and state securities laws). Without limiting the generality of the foregoing, the Stockholder shall not, directly or indirectly, enter into any swap, hedge, short sale, forward contract, put or call option, or other derivative transaction or arrangement that transfers to another person, in whole or in part, any of the economic consequences of ownership of the Subject Shares, whether any such transaction is to be settled by delivery of Subject Shares, in cash, or otherwise.
Section 3.2 — Permitted Transfers.
Notwithstanding the restrictions set forth in Section 3.1, the Stockholder may Transfer Subject Shares to:
(a) any affiliate of the Stockholder (including any transfer among Timberline Growth Partners, LP and its General Partner, Timberline Growth Management, LLC, or any affiliated investment fund managed or controlled by the General Partner or any affiliate thereof); provided, however, that prior to and as a condition to the effectiveness of any such Transfer, the transferee shall have executed and delivered to Parent a written instrument, in form and substance reasonably satisfactory to Parent, pursuant to which such transferee agrees to be bound by and comply with all of the terms and conditions of this Agreement as if such transferee were the Stockholder hereunder with respect to the Subject Shares so transferred; and
(b) any distribution in kind to the limited partners of the Stockholder, in accordance with the terms of the limited partnership agreement of the Stockholder; provided, however, that prior to and as a condition to the effectiveness of any such distribution, each distributee shall have executed and delivered to Parent a written instrument, in form and substance reasonably satisfactory to Parent, pursuant to which such distributee agrees to be bound by and comply with all of the terms and conditions of this Agreement as if such distributee were the Stockholder hereunder with respect to the Subject Shares so distributed.
No Transfer permitted pursuant to this Section 3.2 shall relieve the Stockholder of its obligations under this Agreement if the applicable transferee or distributee fails to perform the obligations assumed by it pursuant to the joinder instrument required by this Section 3.2.
Section 3.3 — Transfer of Subject Shares Void.
Any Transfer or purported Transfer of Subject Shares in violation of this Article III shall be null and void ab initio, shall not be given any effect for any purpose, and shall not be recognized by, or be binding upon, the Company. The Company shall not, and the Stockholder agrees that the Company shall be instructed not to, (a) register any such Transfer on its stock transfer books, (b) issue a new certificate representing any such Subject Shares, or (c) otherwise recognize any such Transfer for any purpose. The Stockholder agrees that the Company shall be entitled to note the restrictions set forth in this Article III on the stock transfer books and records of the Company, and the Stockholder hereby consents to the placement of a restrictive legend on any certificates representing the Subject Shares (or any notation on any book-entry account statements with respect to the Subject Shares) to reflect the restrictions contemplated by this Agreement.
ARTICLE IV — NON-SOLICITATION
Section 4.1 — No Solicitation of Competing Proposals.
The Stockholder agrees that, from the date hereof until the Expiration Date, the Stockholder shall not, and shall cause its General Partner (Timberline Growth Management, LLC), its affiliates, and its and their respective officers, directors, managers, members, partners, employees, agents, financial advisors, attorneys, accountants, consultants, and other representatives (collectively, "Representatives") not to, directly or indirectly:
(a) solicit, initiate, knowingly encourage, or knowingly facilitate (including by way of furnishing non-public information or providing access to properties, books, records, or personnel) any inquiry, proposal, or offer that constitutes, or would reasonably be expected to lead to, a Competing Proposal;
(b) enter into, continue, or otherwise participate in any discussions or negotiations regarding, or furnish any non-public information or data to any person (other than Parent, Merger Sub, and their respective Representatives) in connection with, any Competing Proposal or any inquiry, proposal, or offer that would reasonably be expected to lead to a Competing Proposal;
(c) approve, endorse, recommend, or otherwise declare advisable any Competing Proposal or any inquiry, proposal, or offer that would reasonably be expected to lead to a Competing Proposal; or
(d) enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement, joint venture agreement, partnership agreement, or other similar definitive or preliminary agreement or arrangement with respect to any Competing Proposal.
Section 4.2 — Cessation of Existing Discussions.
The Stockholder shall, and shall cause its General Partner, its affiliates, and its and their respective Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions, or negotiations with any person (other than Parent, Merger Sub, and their respective Representatives) conducted prior to or on the date hereof with respect to any Competing Proposal or any inquiry, proposal, or offer that would reasonably be expected to lead to a Competing Proposal. The Stockholder shall, and shall cause its General Partner, its affiliates, and its and their respective Representatives to, promptly request the return or destruction of all confidential information previously furnished to any such person or its representatives in connection with any such Competing Proposal, inquiry, proposal, or offer, to the extent permitted by and in accordance with the terms of any applicable confidentiality agreement.
Section 4.3 — Notice of Competing Proposals.
The Stockholder shall promptly (and in any event within twenty-four (24) hours) notify Parent in writing of (a) any inquiry, proposal, or offer (including the material terms and conditions thereof and the identity of the person or group of persons making such inquiry, proposal, or offer) received by the Stockholder or any of its Representatives from any person (other than Parent, Merger Sub, and their respective Representatives) with respect to any Competing Proposal or any inquiry, proposal, or offer that would reasonably be expected to lead to a Competing Proposal, and (b) any request for non-public information relating to the Company or any of its subsidiaries received by the Stockholder or any of its Representatives from any person (other than Parent, Merger Sub, and their respective Representatives) that the Stockholder reasonably believes to be in connection with a Competing Proposal. The Stockholder shall keep Parent reasonably informed on a current basis (and in any event within twenty-four (24) hours of any material development) of the status and material terms and conditions (including any amendments or modifications thereto) of any such inquiry, proposal, or offer, and shall promptly provide Parent with copies of all written communications and summaries of all material oral communications relating thereto.
Section 4.4 — Fiduciary Out Acknowledgment.
The Stockholder acknowledges and agrees that the Merger Agreement contains provisions that permit the board of directors of the Company (the "Company Board") to engage with, consider, and respond to a Superior Proposal, subject to the conditions and limitations set forth in the Merger Agreement, including the obligation to provide Parent with a four (4) business-day match right prior to any change of recommendation by the Company Board. The Stockholder further acknowledges and agrees that the Stockholder's obligations under this Article IV are independent of, and shall not be construed to limit or affect, the fiduciary obligations of the Company Board under applicable law or the terms of the Merger Agreement. Notwithstanding the foregoing, and for the avoidance of doubt, the Stockholder's voting obligations under Article II of this Agreement, including the irrevocable proxy granted pursuant to Section 2.2, shall remain in full force and effect regardless of whether the Company Board makes any change of recommendation (as defined in the Merger Agreement), withdraws or modifies its recommendation with respect to the Merger Agreement, or takes any other action in response to a Superior Proposal or an intervening event, in each case unless and until the Expiration Date shall have occurred.
ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER
The Stockholder hereby represents and warrants to Parent as follows:
Section 5.1 — Organization and Authority.
The Stockholder is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Timberline Growth Management, LLC, a Delaware limited liability company, is the sole general partner of the Stockholder and has full power and authority to manage the business and affairs of the Stockholder and to execute and deliver this Agreement on behalf of the Stockholder and to bind the Stockholder to the terms and conditions hereof. Clive Atherton, as Managing Partner of Timberline Growth Management, LLC, is duly authorized to act on behalf of the General Partner and to execute and deliver this Agreement on behalf of the Stockholder. The execution, delivery, and performance of this Agreement by the Stockholder has been duly authorized by all necessary partnership action on the part of the Stockholder and all necessary limited liability company action on the part of the General Partner, and no other proceedings, consents, or approvals on the part of the Stockholder, the General Partner, or the limited partners of the Stockholder are necessary to authorize the execution, delivery, and performance of this Agreement.
Section 5.2 — Ownership of Subject Shares.
As of the date hereof, the Stockholder is the record and beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the Subject Shares, which represent approximately 42.3% of the outstanding shares of Company Common Stock, as more fully described in Exhibit A attached hereto. The Subject Shares are owned by the Stockholder free and clear of all liens, pledges, mortgages, encumbrances, security interests, charges, options, rights of first refusal, rights of first offer, preemptive rights, community property interests, equities, claims, demands, restrictions, and encumbrances of any kind or nature whatsoever, other than (a) as created by this Agreement, (b) any applicable restrictions on transfer under federal and state securities laws, and (c) any restrictions set forth in the Stockholder's limited partnership agreement that do not impair the Stockholder's ability to perform its obligations under this Agreement. The Stockholder has, and will have at all times during the term of this Agreement, full and sole voting power and full and sole power of disposition with respect to the Subject Shares, with no limitations, qualifications, or restrictions on such rights, subject only to applicable securities laws and the terms of this Agreement. Other than as contemplated by this Agreement, there are no outstanding options, warrants, rights, calls, commitments, conversion rights, rights of exchange, or other agreements or arrangements of any character to which the Stockholder is a party or by which the Stockholder is bound obligating the Stockholder to Transfer, sell, or otherwise dispose of any Subject Shares, or pursuant to which any person has a right to acquire any Subject Shares from the Stockholder.
Section 5.3 — No Conflicts.
The execution, delivery, and performance by the Stockholder of this Agreement and the consummation by the Stockholder of the transactions contemplated hereby do not and will not (a) conflict with, violate, or result in a breach of any provision of, or constitute a default (with or without notice or lapse of time, or both) under, the Agreement of Limited Partnership of the Stockholder (as amended from time to time) or the Limited Liability Company Agreement of Timberline Growth Management, LLC (as amended from time to time), (b) conflict with, violate, or result in a breach of, or constitute a default under, any law, statute, rule, regulation, order, writ, injunction, judgment, or decree applicable to the Stockholder, the General Partner, or any of the Subject Shares, or (c) conflict with, violate, or result in a breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, acceleration, or loss of any benefit under, any contract, agreement, note, bond, indenture, mortgage, deed of trust, license, lease, instrument, or other arrangement to which the Stockholder or the General Partner is a party or by which the Stockholder, the General Partner, or any of the Subject Shares is bound or affected. No consent, approval, authorization, or permit of, or filing with or notification to, any governmental authority or other person is required on the part of the Stockholder or the General Partner in connection with the execution, delivery, and performance by the Stockholder of this Agreement, other than any filings required under the Securities Exchange Act of 1934, as amended.
Section 5.4 — Binding Agreement.
This Agreement has been duly and validly executed and delivered by the Stockholder (acting through its General Partner) and constitutes a legal, valid, and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to (a) the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, or similar laws relating to or affecting creditors' rights and remedies generally, and (b) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), regardless of whether enforceability is considered in a proceeding in equity or at law.
Section 5.5 — No Litigation.
As of the date hereof, there is no action, suit, claim, investigation, arbitration, or proceeding pending against, or, to the knowledge of the Stockholder, threatened against, the Stockholder, the General Partner, or any of their respective affiliates before or by any governmental authority or arbitral tribunal that would reasonably be expected to impair or delay the ability of the Stockholder to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.
Section 5.6 — Absence of Other Agreements.
Except for this Agreement, the Stockholder has not entered into, and is not a party to, any voting agreement, voting trust, proxy, consent, or other agreement, arrangement, or understanding (whether written or oral) with respect to the Subject Shares that would conflict with, be inconsistent with, or limit or restrict the Stockholder's ability to comply with, the terms of this Agreement. The Stockholder has not taken, and shall not take, any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or that would have the effect of preventing, impeding, or interfering with the Stockholder's performance of its obligations under this Agreement.
Section 5.7 — Adequate Information.
The Stockholder has received and reviewed a copy of the Merger Agreement (including all schedules, exhibits, and annexes thereto) and is fully informed of and familiar with the terms and conditions of the Merger, including the aggregate merger consideration of Seven Hundred Fifty Million Dollars ($750,000,000) in cash and the implied per-share merger consideration of Fifteen Dollars and Seventy-Nine Cents ($15.79) per share. The Stockholder has had a full opportunity to ask questions and receive answers concerning the terms and conditions of the Merger Agreement and this Agreement and has been provided access to such additional information as the Stockholder has requested.
Section 5.8 — Sophisticated Investor.
The Stockholder is a sophisticated investor with experience in transactions of the type contemplated by this Agreement. The Stockholder has had the opportunity to consult with its own independent legal counsel and financial, accounting, and tax advisors regarding the consequences of entering into this Agreement and the transactions contemplated hereby. The Stockholder is entering into this Agreement voluntarily and with full knowledge and understanding of its terms, conditions, and implications. The Stockholder acknowledges that neither Parent, Merger Sub, the Company, nor any of their respective Representatives has made any representation or warranty to the Stockholder regarding the subject matter of this Agreement or the transactions contemplated hereby, other than as expressly set forth in this Agreement.
ARTICLE VI — REPRESENTATIONS AND WARRANTIES OF PARENT
Parent hereby represents and warrants to the Stockholder as follows:
Section 6.1 — Organization and Authority.
Parent is a public limited company duly organized and validly existing under the laws of England and Wales, with its principal offices located at 14 Broadwick Place, London W1F 8HN, United Kingdom. Parent has full corporate power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by Parent have been duly authorized by all necessary corporate action on the part of Parent, and no other corporate proceedings on the part of Parent are necessary to authorize the execution, delivery, and performance of this Agreement.
Section 6.2 — Binding Agreement.
This Agreement has been duly and validly executed and delivered by Parent and constitutes a legal, valid, and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to (a) the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, or similar laws relating to or affecting creditors' rights and remedies generally, and (b) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), regardless of whether enforceability is considered in a proceeding in equity or at law.
Section 6.3 — No Conflicts.
The execution, delivery, and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby do not and will not (a) conflict with, violate, or result in a breach of any provision of Parent's articles of association or other constitutional documents, or (b) conflict with, violate, or result in a breach of any law, statute, rule, regulation, order, writ, injunction, judgment, or decree applicable to Parent. No consent, approval, authorization, or permit of, or filing with or notification to, any governmental authority is required on the part of Parent in connection with the execution, delivery, and performance by Parent of this Agreement, other than any filings that may be required under the Securities Exchange Act of 1934, as amended.
ARTICLE VII — ADDITIONAL COVENANTS
Section 7.1 — Further Assurances.
Each party hereto shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further documents, instruments, conveyances, and assurances, and take or cause to be taken such additional or further actions, as may be reasonably necessary or advisable to carry out and give effect to the provisions and purposes of this Agreement and to consummate and make effective the transactions contemplated hereby. Without limiting the generality of the foregoing, the Stockholder shall, upon the request of Parent, execute and deliver any additional documents or instruments that may be reasonably necessary or desirable to implement the provisions of the irrevocable proxy granted pursuant to Section 2.2, including any documents required to be filed with or presented to the Company's transfer agent.
Section 7.2 — Stockholder Capacity.
The Stockholder is entering into this Agreement solely in its capacity as a record and beneficial holder of the Subject Shares, and nothing in this Agreement shall be construed to limit, restrict, or affect any actions or omissions taken by Clive Atherton in his separate capacity as Chairman of the Board of Directors of the Company. Without limiting the generality of the foregoing, no provision of this Agreement shall be deemed to require Clive Atherton, in his capacity as a director of the Company, to take or refrain from taking any action that would be inconsistent with his fiduciary duties as a director of the Company under applicable law, including the DGCL. The Stockholder makes no agreement or understanding herein in any capacity other than in its capacity as a stockholder of the Company.
Section 7.3 — Notification of Acquisitions.
The Stockholder shall promptly (and in any event within two (2) business days) notify Parent in writing if the Stockholder acquires, after the date hereof, record or beneficial ownership of any additional shares of Company Common Stock, whether through open-market purchases, private transactions, exercise of options or warrants, conversion of convertible securities, stock dividend, stock split, distribution, recapitalization, or otherwise. Any such additional shares of Company Common Stock shall automatically, without any further action by any party hereto, be deemed "Subject Shares" for all purposes of this Agreement and shall be subject to all of the terms, conditions, covenants, restrictions, and obligations set forth herein as fully as if such shares had been Subject Shares as of the date hereof.
Section 7.4 — Waiver of Appraisal Rights.
To the fullest extent permitted by applicable law, the 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, dissenters' rights, or similar rights under Section 262 of the DGCL, or under any other applicable statute, rule, or regulation, with respect to any or all of the Subject Shares in connection with the Merger or the other transactions contemplated by the Merger Agreement. The Stockholder agrees that it shall not commence, join in, facilitate, assist, or encourage (or permit any of its affiliates to commence, join in, facilitate, assist, or encourage) any claim, derivative or otherwise, against Parent, Merger Sub, the Company, or any of their respective directors, officers, or affiliates relating to the negotiation, execution, or delivery of this Agreement or the Merger Agreement or the consummation of the Merger, including any claim (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (b) alleging a breach of fiduciary duty of any person in connection with the negotiation and entry into the Merger Agreement.
Section 7.5 — Publicity.
The Stockholder shall not, and shall cause its General Partner, its affiliates, and its and their respective Representatives not to, issue any press release, make any public statement or announcement, or otherwise make any public disclosure regarding this Agreement, the Merger Agreement, or the transactions contemplated hereby or thereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned, or delayed); provided, however, that the foregoing shall not restrict any disclosure (a) required by applicable law, rule, regulation, or the rules of any securities exchange, (b) required in connection with any filing made with the U.S. Securities and Exchange Commission, or (c) made in accordance with the terms of the Merger Agreement. To the extent practicable, the Stockholder shall provide Parent with a reasonable opportunity to review and comment on any disclosure required by law or regulation prior to its release.
ARTICLE VIII — TERMINATION
Section 8.1 — Termination.
This Agreement shall automatically terminate, without any notice or other action by any party hereto, upon the earliest to occur of:
(a) the Effective Time of the Merger (at which point the Subject Shares shall be cancelled and converted into the right to receive the per-share merger consideration in accordance with the terms and conditions of the Merger Agreement);
(b) the valid termination of the Merger Agreement in accordance with its terms, including pursuant to Article VIII thereof;
(c) the date of any amendment, modification, supplement, or waiver of any provision of the Merger Agreement that (i) reduces the per-share merger consideration or the aggregate merger consideration payable to the holders of Company Common Stock (including the Stockholder) below the amounts set forth in the Merger Agreement as of the date hereof, (ii) changes the form of the merger consideration from all-cash consideration to any other form of consideration (including any stock, securities, notes, or other non-cash consideration), or (iii) otherwise materially and adversely affects the Stockholder in its capacity as a holder of Subject Shares, in each case without the prior written consent of the Stockholder; and
(d) the date of the mutual written agreement of Parent and the Stockholder to terminate this Agreement.
Section 8.2 — Effect of Termination.
Upon the termination of this Agreement pursuant to Section 8.1, this Agreement shall become void and shall have no further force or effect, and the parties hereto shall have no further obligations hereunder; provided, however, that (a) this Section 8.2 and Article IX (Miscellaneous) shall survive any termination of this Agreement, and (b) nothing in this Section 8.2 shall relieve any party hereto from any liability for any willful and material breach of any representation, warranty, covenant, or agreement contained in this Agreement prior to such termination, and all rights and remedies of the non-breaching party with respect to any such breach shall survive any such termination. For the avoidance of doubt, the termination of this Agreement shall not affect the validity or enforceability of the Merger Agreement or any rights or obligations of any party under the Merger Agreement.
ARTICLE IX — MISCELLANEOUS
Section 9.1 — Notices.
All notices, requests, demands, consents, waivers, and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) when sent by email (with confirmation of transmission and no automated "bounce-back" or failure notification), (c) one (1) business day after being sent by nationally recognized overnight courier service (providing proof of delivery), or (d) three (3) business days after being sent by registered or certified mail (postage prepaid, return receipt requested), addressed as follows:
If to Parent:
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, NY 10022
Attention: Oliver Mackenzie
Email: omackenzie@calderwoodharkness.com
If to the Stockholder:
Timberline Growth Partners, LP c/o Timberline Growth Management, LLC 888 SW Fifth Avenue, Suite 1500 Portland, OR 97204
Attention: Clive Atherton, Managing Partner
Email: catherton@timberlinegrowth.com
with a copy (which shall not constitute notice) to:
Whitmore, Kessler & Braun LLP 1120 SW Quelston Street, Suite 800 Portland, OR 97205
Attention: Jonathan Kessler
Email: jkessler@wkblaw.com
or to such other address or email address as such party may hereafter specify for the purpose of notice to the other party hereto by notice in accordance with this Section 9.1. Any party hereto may change its address for notice by giving notice thereof in the manner set forth above.
Section 9.2 — Entire Agreement.
This Agreement (including Exhibit A hereto), together with the Merger Agreement (to the extent of terms defined therein that are incorporated by reference herein), constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, warranties, commitments, and other communications, both written and oral, between the parties hereto with respect to the subject matter hereof. There are no representations, warranties, covenants, or agreements between the parties hereto relating to the subject matter hereof other than those expressly set forth or referred to in this Agreement.
Section 9.3 — Amendments; Waivers.
No amendment, modification, supplement, or waiver of any provision of this Agreement shall be valid or effective unless made in writing and duly executed and delivered by each party hereto. No waiver by any party hereto of any provision of this Agreement or any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. No failure or delay by any party hereto 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 9.4 — Governing Law.
This Agreement and all disputes, claims, or controversies arising out of or relating to this Agreement, or the negotiation, validity, performance, or breach hereof, shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (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 9.5 — Jurisdiction; Venue.
Each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any particular matter, any state court or federal court of the United States of America sitting in the State of Delaware) in respect of any action, suit, or proceeding arising out of or relating to this Agreement, and hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise, in any such action, suit, or proceeding, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts, and (c) any claim that (i) the action, suit, or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such action, suit, or proceeding is improper, or (iii) this Agreement or the subject matter hereof may not be enforced in or by any of the above-named courts. Each party hereto agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereto irrevocably consents to the service of process in any such action, suit, or proceeding by the delivery of such process in accordance with the notice provisions set forth in Section 9.1.
Section 9.6 — WAIVER OF JURY TRIAL.
EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, COUNTERCLAIM, OR CROSS-CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY HERETO UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY HERETO MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HERETO HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.6.
Section 9.7 — Specific Performance.
The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached. Accordingly, the parties hereto acknowledge and agree that Parent shall be entitled to an injunction or injunctions, specific performance, and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof, in each case without the necessity of proving the inadequacy of monetary damages as a remedy, without the posting of any bond or other security, and without proof of actual damages. The Stockholder agrees that it will not oppose the granting of any such equitable relief and hereby waives (a) any defenses in any action for specific performance, including the defense that a remedy at law would be adequate, and (b) any requirement under any law to post any bond, security, or other undertaking as a prerequisite to obtaining equitable relief. The remedies available under this Section 9.7 shall be in addition to, and not in limitation of, any other remedies available at law or in equity to the parties hereto.
Section 9.8 — Severability.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law or regulation, (a) such provision shall be fully severable, (b) this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom, and (d) in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid, and enforceable provision as similar in terms and economic effect to such illegal, invalid, or unenforceable provision as may be possible, and the parties hereto shall use their reasonable best efforts to agree upon and give effect to such substitute provision.
Section 9.9 — Successors and Assigns.
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, heirs, executors, administrators, legal representatives, and permitted assigns. Neither party hereto may assign, delegate, or otherwise transfer any of its rights, interests, or obligations under this Agreement without the prior written consent of the other party hereto, and any attempted assignment, delegation, or transfer without such consent shall be null and void; provided, however, that Parent may, without the consent of the Stockholder, assign any or all of its rights (but not its obligations) under this Agreement to any direct or indirect wholly owned subsidiary of Parent, so long as such assignment does not materially and adversely affect the Stockholder's rights or obligations hereunder and Parent remains liable for the performance of the obligations so assigned.
Section 9.10 — No Third-Party Beneficiaries.
This Agreement is for the sole benefit of the parties hereto and their respective permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Agreement; provided, however, that the Company is hereby designated an express third-party beneficiary of the Stockholder's voting obligations under Article II hereof and the transfer restrictions under Article III hereof, and the Company shall have the right, but not the obligation, to enforce such provisions directly against the Stockholder as if the Company were a party hereto.
Section 9.11 — Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or by electronic transmission in portable document format (.pdf), or by any electronic signature complying with the U.S. Federal ESIGN Act of 2000 or the Uniform Electronic Transactions Act (including via DocuSign or similar technology), shall be effective as delivery of a manually executed original counterpart of this Agreement. No party hereto shall raise the use of such electronic methods of delivery or execution to challenge the validity, enforceability, or binding effect of this Agreement.
Section 9.12 — Expenses.
Except as otherwise specifically provided in this Agreement, each party hereto shall bear and pay all costs and expenses incurred by it or on its behalf in connection with the negotiation, preparation, execution, and delivery of this Agreement and the transactions contemplated hereby, including fees and expenses of its financial advisors, attorneys, accountants, and other representatives.
Section 9.13 — Interpretation.
This Agreement has been jointly negotiated and drafted by the parties hereto and their respective counsel, and the language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent. Consequently, no provision of this Agreement shall be interpreted or construed against any party hereto solely on the basis that such party or its counsel drafted such provision.
IN WITNESS WHEREOF, the parties hereto have duly executed this Voting and Support Agreement as of the date first written above.
NORTHGATE TELECOMMUNICATIONS PLC
By: ________
Name: Liam Sutherland
Title: VP, Corporate Development
Date: April _, 2025
Address: 14 Broadwick Place, London W1F 8HN, United Kingdom
TIMBERLINE GROWTH PARTNERS, LP
By: Timberline Growth Management, LLC, its General Partner
By: ________
Name: Clive Atherton
Title: Managing Partner
Date: April _, 2025
Address: 888 SW Fifth Avenue, Suite 1500, Portland, OR 97204
EXHIBIT A
SUBJECT SHARES
The following sets forth the Subject Shares owned of record and beneficially by Timberline Growth Partners, LP as of the date of this Agreement:
Additional Information Regarding the Stockholder:
The Stockholder hereby confirms that the information set forth in this Exhibit A is true, correct, and complete as of the date of this Agreement. The Stockholder agrees to promptly notify Parent of any changes to the information set forth herein in accordance with Section 7.3 of this Agreement.
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Item | Detail
Issuer | Cascadia Fiber Networks, Inc., a Delaware corporation
Delaware File Number | 5197843
Class of Securities | Common Stock, par value $0.001 per share
Number of Shares | 20,092,500 shares
Percentage of Outstanding Shares | Approximately 42.3% of the 47,500,000 fully diluted shares of Company Common Stock
Certificate Numbers | To be completed prior to closing
CUSIP | To be completed prior to closing
Record Holder | Timberline Growth Partners, LP
Beneficial Owner | Timberline Growth Partners, LP
Liens, Pledges, Encumbrances, or Other Restrictions | None, except as created by this Agreement and any applicable restrictions under federal and state securities laws
Item | Detail
General Partner | Timberline Growth Management, LLC, a Delaware limited liability company
General Partner Address | 888 SW Fifth Avenue, Suite 1500, Portland, OR 97204
Managing Partner | Clive Atherton
Approximate Assets Under Management | Approximately $2.4 billion across three fund vintages

VOTING AND SUPPORT AGREEMENT

NORTHGATE TELECOMMUNICATIONS PLC

TIMBERLINE GROWTH PARTNERS, LP

VOTING AND SUPPORT AGREEMENT

RECITALS

NORTHGATE TELECOMMUNICATIONS PLC

TIMBERLINE GROWTH PARTNERS, LP

EXHIBIT A

SUBJECT SHARES

Record

Parties

Dates

Amounts