Contract analysis

1. Parties 1.1 Customer / Licensee Northgate Americas, Inc. is a corporation organized and existing under the laws of the State of Delaware. Northgate Americas maintains its principal executive office at 1700 Market Street, Suite 2400, Philadelphia, Pennsylvania 19103. Its registered office in the State of Delaware is located c/o Calvert Corporate Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801. Northg

2. Agreement Type and Structure The parties contemplate entering into a single Master Services Agreement governing a technology transaction in which Cedarpoint will provide managed network services to Northgate Americas and will license its proprietary ArcMesh platform (version 4.2) for use in connection with those services. The respective roles of the parties under the MSA are as follows: • Northgate Americas will s

3. Term and Renewal 3.1 Initial Term The initial term of the MSA shall be five (5) years, commencing on the signing date. Per the anticipated structure of MSA Section 2.1, signing and closing of the MSA are expected to be simultaneous — that is, the MSA will become effective immediately upon execution by both parties, with no separate closing date or conditions precedent to effectiveness. The parties are targeting an

4. Total Contract Value and Fee Structure 4.1 Total Contract Value (TCV) The total contract value over the five-year initial term is $75,000,000 (fixed). This figure represents the aggregate of all managed network services fees, ArcMesh platform license and maintenance fees, and professional services fees over the full initial term, and does not include any fees that may be incurred during renewal periods. 4.2 Annual

5. Scope of Services The services to be provided by Cedarpoint under the MSA encompass the following principal workstreams: 5.1 Managed WAN Services Cedarpoint will provide managed wide-area network services across Northgate Americas' enterprise network footprint, comprising 340 enterprise node locations distributed across 28 United States states and 3 Canadian provinces. The specific node locations will be identifie

6. Service Levels and Credits 6.1 Availability SLA Cedarpoint will commit to a network availability target of 99.95% monthly uptime, measured on a per-node basis across Northgate Americas' 340 enterprise node locations. Monthly uptime will be calculated as the total number of minutes in the applicable calendar month minus the total number of minutes of unscheduled downtime, divided by the total number of minutes in t

7. Most Favored Nation Pricing Cedarpoint will warrant that the per-unit pricing charged to Northgate Americas for managed network services under the MSA shall not exceed the lowest per-unit pricing offered by Cedarpoint to any other customer of comparable volume, defined as any customer with 200 or more managed nodes. Northgate Americas' network comprises 340 managed nodes, placing it clearly above the comparable-vo

8. Indemnification 8.1 Cedarpoint's Indemnification Obligations Cedarpoint shall defend, indemnify, and hold harmless Northgate Americas, its parent company, affiliates, and their respective officers, directors, employees, and agents from and against any losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the following: (a) Third-party intellectual pr

9. Insurance Requirements Cedarpoint shall be required to obtain and maintain, at its own expense, throughout the term of the MSA (including any renewal terms), insurance coverage with the following minimum limits: Current Carrier: Cedarpoint's current insurance carrier for cyber liability and technology errors & omissions coverage is Braeburn Mutual Insurance Company, headquartered in Hartford, Connecticut. The part

10. Change of Control 10.1 Definition (Four-Prong) For purposes of the MSA, a "Change of Control" with respect to Cedarpoint shall mean the occurrence of any of the following: (i) The acquisition by any person, entity, or "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) of more than 50% of Cedarpoint's outstanding voting equity securities, whether by purchase, merger, tender off

11. Transition / Wind-Down Escrow To provide financial protection in the event of termination of the MSA (whether due to a Change of Control, material breach, or natural expiration), the parties will establish a transition/wind-down escrow account with the following terms: Escrow Agent: Dravello National Bank 401 South Tryon Street, Suite 1200 Charlotte, North Carolina 28202 Relationship Manager: Brian Caulfield Escr

12. Intellectual Property Cedarpoint will grant Northgate Americas a non-exclusive license to use the ArcMesh platform (version 4.2) during the term of the MSA (including any renewal terms). The license is limited to Northgate Americas' internal use in connection with the managed network services provided under the MSA and does not include the right to sublicense, distribute, modify, reverse engineer, or create deriv

13. Confidentiality The MSA will include mutual confidentiality obligations under which each party agrees to protect the confidential and proprietary information of the other party from unauthorized use and disclosure. Confidential information will be broadly defined to include, without limitation, business plans, financial information, customer data, technical specifications, pricing information, trade secrets, and

14. Data Security and Privacy Cedarpoint shall comply with comprehensive data security and privacy requirements as set forth in Exhibit E to the MSA. Exhibit E is expected to address, among other matters, Cedarpoint's obligations with respect to physical and logical security controls, access management, encryption standards, employee background checks, security awareness training, vulnerability management, and compli

15. Governing Law and Dispute Resolution The MSA and all ancillary agreements shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles that would require the application of the laws of another jurisdiction. The specific dispute resolution mechanism — including whether disputes will be subject to binding arbitration, litigation in state or f

16. Termination 16.1 Termination for Cause Either party may terminate the MSA for cause upon the occurrence of a material breach by the other party that remains uncured following delivery of written notice specifying the nature of the breach and a cure period (to be specified in the definitive MSA; cure periods for material breach in agreements of this nature typically range from 30 to 60 days, depending on the natur

17. Migration / Transition Services A central objective of the MSA engagement is the migration of Northgate Americas' wide-area network infrastructure from the legacy MPLS environment currently operated by Greystone Halcyon Software (McLean, Virginia) to Cedarpoint's SD-WAN/ArcMesh platform. This migration is expected to be one of the most operationally complex and risk-intensive workstreams under the MSA, and the pa

18. Tax Considerations The following tax considerations have been identified in connection with the MSA and will need to be addressed in the definitive agreement and related transaction documentation. This analysis has been prepared with input from Garrett Simmons (Tax) of Calderwood & Harkness LLP. State Sales and Use Tax. The managed network services and software licensing fees payable under the MSA will be deliver

19. Auditors Northgate Americas' North American operations are audited by Dunmore & Pratt LLP, an independent registered public accounting firm, with offices at 7 Times Square, 22nd Floor, New York, New York 10036. The lead audit partner for Northgate Americas is Helen Treadway. The identity of Northgate Americas' auditor is relevant to the extent that the MSA or ancillary agreements contemplate audit-related provisi

20. Closing Deliverables (Anticipated) The following documents and deliverables are anticipated to be required at or prior to closing of the MSA:

1. Executed Master Services Agreement with all exhibits (Exhibits A through F) and schedules (Schedules 1 through 3), fully executed by authorized representatives of both Northgate Americas and Cedarpoint.

2. Tri-Party Escrow Agreement among Northgate Americas, Inc., Cedarpoint Systems Integration, Inc., and Dravello National Bank, establishing the transition/wind-down escrow described in Section 11 above.

3. Transition Services Side Letter detailing the migration from Greystone Network Solutions' legacy MPLS infrastructure, as described in Section 17 above.

4. Officer's Certificates from both parties, certifying (a) corporate authority to enter into the MSA and ancillary agreements, (b) the absence of any pending or threatened litigation that would materially affect the party's ability to perform its obligations under the MSA, and (c) such other matters as may be reasonably requested.

5. Secretary's Certificate from Cedarpoint, certifying (a) the adoption of board resolutions authorizing the execution and delivery of the MSA and ancillary agreements, and (b) the incumbency and specimen signatures of the officers authorized to execute the transaction documents on behalf of Cedarpoint.

6. Legal Opinion Letter from Whitfield Graves & Morrow LLP, counsel to Cedarpoint, addressed to Northgate Americas, opining as to (a) the due organization and valid existence of Cedarpoint, (b) the due authorization of the MSA by Cedarpoint's board of directors, (c) the valid execution and delivery of the MSA by Cedarpoint, and (d) the enforceability of the MSA against Cedarpoint in accordance with its terms, subject

7. Certificates of Insurance from Braeburn Mutual Insurance Company evidencing the insurance coverage required under Section 9 above, with Northgate Americas, Inc. named as additional insured.

8. Confirmation of Initial Escrow Deposit evidencing the deposit of $750,000 (Year 1 deposit) to the escrow account at Dravello National Bank (Account Reference: FNB-ESC-2023-07742).

21. Key Dates / Timeline The following table summarizes the key dates and milestone events in connection with the negotiation, execution, and initial term of the MSA: All dates following April 3, 2023 are subject to adjustment based on the pace of negotiations, the resolution of outstanding commercial and legal issues, and the completion of closing deliverables. The parties should endeavor to maintain the June 9, 202

22. Disclaimer / Status IMPORTANT NOTICE This Key Commercial Terms Summary is a non-binding summary of principal commercial terms prepared for discussion purposes only. It does not constitute, and shall not be construed as, a legally binding agreement, an offer to enter into a legally binding agreement, or an acceptance of any offer. All terms described in this summary are subject to negotiation and documentation in