Contract analysis

ARTICLE 1 — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article 1 shall have the meanings ascribed to them elsewhere in this Agreement or, if not defined herein, in the MSA. 1.1 "Aggregate Escrow Cap" means Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000), representing the maximum aggregate amount to

ARTICLE 2 — ESTABLISHMENT OF ESCROW ACCOUNT; DEPOSITS 2.1 Establishment. Escrow Agent shall establish and maintain a segregated escrow account, bearing reference number FNB-ESC-2023-07742 (the "Escrow Account"), at Dravello National Bank, 401 South Tryon Street, Suite 1200, Charlotte, North Carolina 28202, for the sole and exclusive purpose of holding the Escrow Funds in accordance with the terms and conditions of th

ARTICLE 3 — HOLDING AND ADMINISTRATION OF ESCROW FUNDS 3.1 Segregation. Escrow Agent shall hold the Escrow Funds in the Escrow Account as a segregated account, separate and apart from (a) Escrow Agent's own funds and proprietary assets, (b) funds held by Escrow Agent on behalf of any other depositor, customer, or client, and (c) any other escrow account maintained by Escrow Agent. The Escrow Funds shall not be commin

ARTICLE 4 — RELEASE OF ESCROW FUNDS 4.1 Release upon Change of Control Termination. (a) If Customer terminates the MSA following a Change of Control of Service Provider, in accordance with the termination provisions set forth in Schedule 2 of the MSA (including the one hundred eighty (180)-day notice period specified therein), Customer shall deliver to Escrow Agent and Service Provider a written notice of such termin

ARTICLE 5 — INVESTMENT OF ESCROW FUNDS 5.1 Permitted Investments. Escrow Agent shall invest and reinvest the Escrow Funds, at the joint written direction of Customer and Service Provider, in any one or more of the following categories of investments (collectively, "Permitted Investments"): (a) Direct obligations of the United States of America, or obligations the timely payment of principal and interest on which are

ARTICLE 6 — ESCROW AGENT PROVISIONS 6.1 Duties of Escrow Agent. The duties, obligations, and responsibilities of Escrow Agent under this Agreement are limited solely and exclusively to those expressly set forth herein. Escrow Agent acts solely as a stakeholder and depository with respect to the Escrow Funds and shall not be deemed to be a fiduciary, trustee, or agent for Customer, Service Provider, or any other perso

ARTICLE 7 — ESCROW AGENT FEES AND EXPENSES 7.1 Fees. Escrow Agent shall be entitled to reasonable compensation for its services as Escrow Agent hereunder, as set forth in Schedule A attached hereto and incorporated herein by reference. The fee schedule set forth in Schedule A shall remain in effect for the initial three (3)-year period following the date hereof; thereafter, Escrow Agent may adjust its fees upon not l

ARTICLE 8 — INDEMNIFICATION OF ESCROW AGENT 8.1 Joint Indemnification. Customer and Service Provider, jointly and severally, hereby agree to indemnify, defend, and hold harmless Escrow Agent and its directors, officers, employees, affiliates, agents, successors, and assigns (each, an "Indemnified Party") from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, costs, an

ARTICLE 9 — TERM AND TERMINATION 9.1 Term. This Agreement shall become effective as of the date hereof (June 9, 2023) and shall remain in full force and effect until the earliest to occur of the following: (a) the release of all Escrow Funds held in the Escrow Account in accordance with Article 4, and written confirmation by Escrow Agent that the Escrow Account has a zero balance and has been closed; (b) the appointm

ARTICLE 10 — REPRESENTATIONS AND WARRANTIES 10.1 Customer Representations. Northgate Americas, Inc. hereby represents and warrants to each other Party, as of the date hereof, as follows: (a) Organization and Good Standing. Customer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with its registered office at c/o Calvert Corporate Services, Inc., 1209 Or

ARTICLE 11 — NOTICES 11.1 Manner of Notice. All notices, requests, demands, consents, instructions, and other communications required or permitted under this Agreement shall be in writing and shall be delivered by any of the following methods: (a) personal delivery (by hand or by messenger or courier service); (b) delivery by a nationally recognized overnight courier service (such as FedEx, Halcyon Partners LLC, or T

ARTICLE 12 — MISCELLANEOUS 12.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. 12.2 Dispute

ARTICLE 13 — CONFIDENTIALITY 13.1 Confidentiality Obligations of Escrow Agent. Escrow Agent shall treat as confidential all information regarding the Escrow Account, the Escrow Funds, the terms and conditions of this Agreement, and the transactions contemplated hereby, and shall not disclose any such information to any third party, except: (a) as required by applicable law, regulation, rule, or order of any governmen

1. Wire Instructions for the Escrow Account (Dravello National Bank) All deposits into the Escrow Account shall be made by wire transfer of immediately available funds in United States dollars in accordance with the following instructions: Bank Name: Dravello National Bank Bank Address: 401 South Tryon Street, Suite 1200, Charlotte, North Carolina 28202 ABA Routing Number: 053208765 Account Name: FNB Escrow — Northga

2. Wire Instructions for Customer (Northgate Americas, Inc.) All releases of Escrow Funds to Customer shall be made by wire transfer of immediately available funds in United States dollars in accordance with the following instructions: Bank Name: Greaves Bancorp Bank Address: 383 Madison Avenue, New York, New York 10179 ABA Routing Number: 021000021 Account Name: Northgate Americas, Inc. Account Number: 74218930056 R

3. Wire Instructions for Service Provider (Cedarpoint Systems Integration, Inc.) All releases of Escrow Funds to Service Provider shall be made by wire transfer of immediately available funds in United States dollars in accordance with the following instructions: Bank Name: Adriatic Savings Bank Bank Address: 100 North Tryon Street, Charlotte, North Carolina 28255 ABA Routing Number: 026009593 Account Name: Cedarpoin