Contract analysis

From: Christy Bauer <cbauer@calderwoodharkness.com> To: Simone Alvarez <salvarez@wgmlaw.com> Cc: Douglas Fenn <dfenn@wgmlaw.com> Date: Mon, 12 Jun 2023 09:47:00 -0000 Subject: Northgate Americas / Cedarpoint MSA (Matter No. 1022-00008) — Outstanding Closing Deliverables

I hope you had a good weekend. As you know, the Master Services Agreement between Northgate Americas, Inc. and Cedarpoint Systems Integration, Inc. was executed on June 9, 2023, with signing and closing occurring simultaneously pursuant to Section 2.1 of the MSA. We are now assembling the closing binder and preparing the closing memorandum for the Northgate team, and I wanted to flag several deliverables from Cedarpo

For ease of reference, I have set out the open items below:

**1. Secretary's Certificate — Cedarpoint Systems Integration, Inc.**

We have not yet received the secretary's certificate required under the MSA closing conditions. As a reminder, the certificate should attach the following: (a) a certified copy of the board resolutions authorizing execution of the MSA, the escrow agreement, and the ancillary documents; (b) Cedarpoint's certificate of incorporation and bylaws, as amended; (c) a certificate of good standing from the Delaware Secretary

**2. Certificates of Insurance — Braeburn Mutual Insurance Company**

We have not yet received the certificates of insurance from Cedarpoint's carrier, Braeburn Mutual Insurance Company. Per Exhibit F to the MSA (Insurance Requirements), Cedarpoint is required to deliver certificates evidencing the following minimum coverage:

- Cyber liability insurance: $25,000,000 per occurrence / $50,000,000 aggregate - Technology errors & omissions insurance: $20,000,000 per occurrence / $40,000,000 aggregate - Commercial general liability insurance: $5,000,000 per occurrence / $10,000,000 aggregate

The certificates must name Northgate Americas, Inc. as additional insured and include the notice-of-cancellation provisions specified in Exhibit F. Could you please coordinate with Philip Hargreaves or Nadia Okafor to have Braeburn issue and deliver these at your earliest convenience?

**3. Confirmation of Initial Escrow Deposit — Dravello National Bank**

Under the Escrow Agreement dated June 9, 2023, Cedarpoint is required to fund the initial transition/wind-down escrow deposit of $750,000 (representing 5% of the $15,000,000 annual contract value) to Dravello National Bank, escrow account reference FNB-ESC-2023-07742. We have not yet received confirmation that the initial deposit has been wired. Could you please confirm whether the wire has been initiated or, if not,

We would appreciate it if all three items could be completed and delivered **no later than Friday, June 16, 2023**. That timeline will allow us to finalize the closing binder and deliver the closing memorandum to the Northgate team by our target formal close-out date of June 20.

Please don't hesitate to call me if you have any questions or if any of these items will require additional time — happy to discuss. And I do want to thank you and the entire WGM team for your efforts throughout the negotiation and closing process. It was a pleasure working with you on this one.

**Christy Bauer** Associate Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 T: (212) 554-7183 E: cbauer@calderwoodharkness.com