Contract analysis

I. PURPOSE AND EXECUTIVE SUMMARY This memorandum confirms the successful closing of the Master Services Agreement (the "MSA") between Northgate Americas, Inc. ("Customer" or "NAI"), a Delaware corporation and wholly owned subsidiary of Northgate Telecommunications PLC ("NTP"), and Cedarpoint Systems Integration, Inc. ("Cedarpoint" or "CSI"), a Delaware corporation. The purpose of this memorandum is to provide a compr

II. TRANSACTION TIMELINE The following timeline sets forth the key milestones in the negotiation, execution, and closing of the MSA: The negotiation proceeded in an orderly fashion over approximately nine weeks from the circulation of the first draft to execution. The parties and their respective counsel maintained a collaborative and professional working relationship throughout the process, which facilitated efficie

III. EXECUTED DOCUMENTS AND EFFECTIVE DATES The following is a complete inventory of all documents executed in connection with the transaction, together with their respective effective dates and the identities of the authorized signatories. A. Master Services Agreement The principal agreement governing the transaction is the Master Services Agreement between Northgate Americas, Inc. and Cedarpoint Systems Integration

IV. SUMMARY OF MATERIAL TERMS OF THE MSA The following is a summary of the material terms and conditions of the MSA. This summary is provided for reference purposes and does not purport to be a complete restatement of the MSA. In the event of any discrepancy between this summary and the actual terms of the MSA, the MSA governs. A. Parties and Contracting Structure Customer: Northgate Americas, Inc. Northgate Americas

I. Escrow Deposit The wind-down escrow mechanism established under the MSA and the Escrow Agreement is designed to provide Northgate with financial security in the event of a termination scenario in which transition assistance and refund obligations arise. • Annual Deposit: $750,000, representing 5% of the $15,000,000 Annual Contract Value • Escrow Agent: Dravello National Bank • Escrow Account: FNB-ESC-2023-07742 •

V. CLOSING DELIVERABLES — RECEIPT AND CONFIRMATION Calderwood & Harkness has confirmed receipt of all closing deliverables from each party to the transaction. The following tables set forth the closing deliverables received from Cedarpoint and Whitfield Graves & Morrow LLP, from Northgate Americas, and from Dravello National Bank, respectively, together with the date of receipt and confirmation status. A. From Cedarp

VI. POST-CLOSING OBLIGATIONS The following post-closing obligations require attention and action by the Northgate team and/or Cedarpoint following formal close-out of the transaction. A. Escrow Deposits The initial escrow deposit of $750,000 was funded by Cedarpoint to Dravello National Bank, account FNB-ESC-2023-07742, as of June 16, 2023. Subsequent annual escrow deposits are due from Cedarpoint on each anniversary

VII. KEY DATES CALENDAR The following calendar summarizes the key dates and recurring obligations applicable to the MSA throughout its potential maximum term: Calderwood & Harkness strongly recommends that the Northgate legal and procurement teams input all dates reflected in this calendar into Northgate's internal contract management and calendaring systems to ensure that no critical deadlines are missed.

VIII. OPEN ITEMS AND RECOMMENDATIONS No material open items remain as of June 20, 2023. All closing deliverables from all parties have been received and confirmed in satisfactory form, and all conditions to formal close-out have been satisfied. Calderwood & Harkness offers the following recommendations for the Northgate team's consideration as it transitions from the transactional phase into the operational and contr

1. Internal Calendar Reminders. Northgate Americas should establish internal calendar reminders in its contract management system for all recurring and date-specific obligations, including: (a) annual escrow deposit dates (to confirm receipt from Cedarpoint); (b) non-renewal notice deadlines for each term expiration; (c) MFN audit eligibility windows; and (d) insurance certificate renewal and delivery confirmations.

2. Phase 1 Migration Coordination. Northgate should promptly initiate coordination between Katrina Bosch, Vice President of Network Operations, and Cedarpoint's dedicated service delivery manager to establish the detailed Phase 1 migration timeline and parallel-run schedules. Given the complexity of the migration from Greystone Halcyon Software's legacy MPLS infrastructure, early engagement on Phase 1 planning is cri

3. Notification to External Auditors. Calderwood & Harkness recommends that Northgate Americas inform Dunmore & Pratt LLP, its external auditors (lead audit partner: Helen Treadway), of the execution of the MSA for purposes of Northgate Americas' North American operations audit. Specific items that may be relevant to the audit include the $75,000,000 Total Contract Value commitment and its treatment as a multi-year s

4. Ridgeline Capital Partners Monitoring. Given Ridgeline Capital Partners, LP's 62% majority ownership of Cedarpoint and the significance of the MSA's change of control provisions, Northgate should monitor publicly available information regarding Ridgeline's investment portfolio and exit activity. While there is no current indication that Ridgeline is contemplating a near-term divestiture of its Cedarpoint stake, pr

IX. DOCUMENT RETENTION Calderwood & Harkness LLP will maintain the complete closing binder and all transaction files related to this matter under Matter No. 1022-00008 in accordance with the firm's standard document retention policy. The transaction files include all drafts of the MSA and ancillary documents, all correspondence between counsel, internal memoranda, negotiation notes, and research materials generated i