Contract analysis

I. ATTENDEES The following individuals are expected to attend the negotiation session in person at Calderwood & Harkness LLP's offices, unless otherwise noted. All attendees should plan to arrive no later than 9:45 a.m. to allow time for building security and visitor badge processing. A. Northgate Americas, Inc. / Customer Side B. Cedarpoint Systems Integration, Inc. / Service Provider Side C. Dialing In (If Needed)

II. BACKGROUND AND PURPOSE A. Transaction Overview This negotiation session is intended to resolve all remaining open issues in the Master Services Agreement (the "MSA") between Northgate Americas, Inc. ("Northgate" or the "Customer/Licensee") and Cedarpoint Systems Integration, Inc. ("Cedarpoint" or the "Service Provider/Licensor") for managed network services. The MSA contemplates a total contract value of approxim

1. Second draft MSA (dated May 5, 2023)

2. Cedarpoint counter-redline to the second draft MSA (dated May 19, 2023)

3. Negotiation issues tracker (current as of May 30, 2023)

4. Key commercial terms summary / term sheet A complete list of reference materials appears in Section IV of this agenda.

III. AGENDA ITEMS Agenda Item 1: Most Favored Nation Pricing Terms Scheduled Time: 10:00 a.m. – 10:45 a.m. Lead Discussants: Deirdre Kwan (commercial terms), Christy Bauer (legal drafting) MSA Reference: Article VII, Section 7.04 (MFN Pricing) This agenda item addresses five open issues relating to the most favored nation pricing provisions in the MSA. The MFN clause is a core commercial protection for Northgate and

IV. REFERENCE MATERIALS TO BE BROUGHT TO SESSION All attendees should ensure they have access to the following reference materials (in hard copy or electronic form) during the session:

1. Second Draft MSA (dated May 5, 2023) — the most recent Northgate draft of the Master Services Agreement

2. Cedarpoint Counter-Redline (dated May 19, 2023) — Cedarpoint's most recent markup of the second draft MSA

3. Negotiation Issues Tracker — current version as of May 30, 2023, reflecting the status of all open issues

4. Key Commercial Terms Summary / Term Sheet — one-page summary of the principal commercial terms of the MSA

5. Christy Bauer's Memoranda: (a) MFN Clause Analysis — survey of comparable provisions in peer transactions and recommended approach (b) Indemnification Analysis — analysis of cap structure, carve-outs, and market benchmarks (c) Change of Control Analysis — analysis of the four-prong definition, board-turnover prong, and market precedents in sponsor-backed technology transactions

6. Garrett Simmons's Tax Structuring Memorandum — for reference on sales tax, withholding tax, and cross-border tax issues (U.S./Canada) if such issues are raised during the session

7. Mutual Non-Disclosure Agreement (dated February 22, 2023) — the existing mutual NDA between Northgate Americas, Inc. and Cedarpoint Systems Integration, Inc., which will be superseded by the confidentiality provisions of the MSA

8. Cedarpoint FY2022 Financial Statements — Cedarpoint's audited financial statements for fiscal year 2022 (revenue: $420,000,000; approximately 1,800 employees), for reference during discussions of indemnification exposure and financial capacity

9. Node Locations Schedule — schedule of all 340 managed nodes, including location by state/province, for reference during SLA and migration discussions (28 U.S. states, 3 Canadian provinces)

10. Draft Escrow Agreement Form — draft tri-party escrow agreement among Northgate Americas, Inc., Cedarpoint Systems Integration, Inc., and Dravello National Bank, prepared by Calderwood & Harkness LLP

V. LOGISTICS Conference Room: Calderwood & Harkness LLP, 30th Floor, Conference Room A Address: Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 Building Access: Building reception on the ground floor will have visitor badges pre-arranged for all external attendees (Cedarpoint and WGM representatives). Visitors should present government-issued photo identification at the reception desk an