1022-00008 · Northgate Telecommunications PLC · Ancillary Agreements

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TRANSITION SERVICES SIDE LETTER

Supplement to the Master Services Agreement dated June 9, 2023

June 9, 2023

This Transition Services Side Letter (this "Side Letter") is entered into as of June 9, 2023 (the "Effective Date"), by and between:

NORTHGATE AMERICAS, INC., a Delaware corporation, with its principal offices at 1700 Market Street, Suite 2400, Philadelphia, PA 19103 (hereinafter referred to as "Customer"),

and

CEDARPOINT SYSTEMS INTEGRATION, INC., a Delaware corporation, with its principal offices at 11400 Commerce Park Drive, Suite 600, Reston, VA 20191 (hereinafter referred to as "Service Provider").

Customer and Service Provider are each referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Customer and Service Provider entered into that certain Master Services Agreement dated June 9, 2023 (the "MSA"), with a total contract value of Seventy-Five Million Dollars ($75,000,000) over a five (5)-year initial term commencing June 9, 2023 and expiring June 8, 2028, pursuant to which Service Provider will provide managed network services, ArcMesh platform (version 4.2) licensing, and professional services across Customer's three hundred forty (340) managed nodes located in twenty-eight (28) US states and three (3) Canadian provinces;

WHEREAS, Customer currently receives managed Multiprotocol Label Switching ("MPLS") network services from Greystone Halcyon Software, a Virginia limited liability company headquartered at 8300 Greensboro Drive, Suite 400, McLean, VA 22102 ("Legacy Provider"), under a legacy managed network services agreement between Customer and Legacy Provider;

WHEREAS, the MSA contemplates the migration of Customer's wide-area network infrastructure from Legacy Provider's MPLS platform to Service Provider's software-defined wide-area network ("SD-WAN") platform powered by the ArcMesh orchestration platform (version 4.2), as described in Exhibit A (Statement of Work) to the MSA;

WHEREAS, the Parties desire to supplement the MSA with detailed transition services terms governing the phased migration from Legacy Provider's infrastructure to Service Provider's platform, in order to set forth, among other things, the scope, timeline, acceptance criteria, rollback procedures, reporting requirements, and remedies associated with such migration; and

WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to them in the MSA.

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

SECTION 1 — DEFINITIONS

For purposes of this Side Letter, the following terms shall have the meanings set forth below:

1.1 "Acceptance Criteria" means the specific technical and operational benchmarks that each migrated node (or batch of migrated nodes, as applicable) must satisfy before being deemed successfully transitioned from the Legacy Infrastructure to Service Provider's SD-WAN platform, as more fully defined and described in Section 8 of this Side Letter.

1.2 "ArcMesh Platform" means Service Provider's proprietary network orchestration platform, version 4.2, as licensed to Customer under the terms of the MSA and the applicable software license schedules thereto, including all updates, patches, and maintenance releases provided by Service Provider during the term of the MSA.

1.3 "Legacy Infrastructure" means the existing MPLS network infrastructure and all associated services, circuits, equipment, configurations, and network management systems currently provided to Customer by Greystone Halcyon Software under Customer's separate agreement with Legacy Provider.

1.4 "Legacy Provider" means Greystone Halcyon Software, a Virginia limited liability company headquartered at 8300 Greensboro Drive, Suite 400, McLean, VA 22102.

1.5 "Migration Completion Date" means the date on which all three hundred forty (340) managed nodes have been migrated to Service Provider's SD-WAN platform and accepted by Customer in accordance with the Acceptance Criteria, targeted to occur no later than eighteen (18) months following the Effective Date (i.e., December 9, 2024), subject to any extensions permitted under Section 10 or otherwise agreed by the Parties in writing.

1.6 "MSA" means the Master Services Agreement dated June 9, 2023 between Customer and Service Provider, including all exhibits, schedules, amendments, and supplements thereto (other than this Side Letter).

1.7 "Parallel-Run Period" means the period during which both the Legacy Infrastructure (MPLS circuits) and Service Provider's SD-WAN platform operate concurrently for a given set of nodes undergoing migration, as described in Section 7 of this Side Letter.

1.8 "Phase" means each of the three (3) sequential migration phases described in Section 4 of this Side Letter (i.e., Phase 1 — Pilot Migration, Phase 2 — Primary Migration, and Phase 3 — Final Migration).

1.9 "Phase Completion Certificate" means the written certification jointly executed by the Parties upon successful completion and acceptance of all nodes within a given Phase, substantially in the form to be agreed as part of the Transition Plan.

1.10 "Rollback" means the process of reverting one or more migrated nodes from Service Provider's SD-WAN platform back to the Legacy Infrastructure, as described in Section 9 of this Side Letter.

1.11 "Transition Plan" means the detailed migration plan to be developed jointly by the Parties as described in Section 3 of this Side Letter, as the same may be amended from time to time in accordance with Section 3.4.

1.12 "Transition Services" means, collectively, the migration, implementation, coordination, testing, acceptance, parallel-run, rollback, decommissioning coordination, and related professional services to be provided by Service Provider under this Side Letter in connection with the transition of Customer's network infrastructure from the Legacy Infrastructure to Service Provider's SD-WAN platform.

SECTION 2 — RELATIONSHIP TO MSA

2.1 Supplemental Nature. This Side Letter supplements and forms an integral part of the MSA. In the event of any conflict or inconsistency between the terms of this Side Letter and the terms of the MSA (including any exhibit or schedule thereto), the terms of this Side Letter shall control and prevail with respect to the transition and migration of the Legacy Infrastructure to Service Provider's SD-WAN platform. With respect to all matters not specifically addressed in this Side Letter, the terms and conditions of the MSA shall govern.

2.2 MSA Terms Unaffected. Except as expressly modified or supplemented by this Side Letter, all other terms and conditions of the MSA remain in full force and effect, including without limitation: (a) the indemnification provisions set forth in Article XII of the MSA; (b) the service level commitments and service credit mechanisms set forth in Exhibit B to the MSA (which shall apply to migrated nodes once such nodes have been accepted and transitioned to Service Provider's platform in accordance with Section 8); (c) the insurance requirements set forth in Exhibit F to the MSA; (d) the most favored nation pricing terms set forth in Section 7.6 of the MSA; (e) the intellectual property ownership and licensing provisions; and (f) the limitation of liability provisions.

2.3 Fee Structure. The Transition Services are part of the professional services component under the MSA fee structure. The annual professional services fees of One Million Five Hundred Thousand Dollars ($1,500,000), which constitute ten percent (10%) of the Fifteen Million Dollar ($15,000,000) annual contract value, include compensation for Service Provider's performance of the Transition Services. No additional fees, charges, or expenses shall be charged by Service Provider to Customer for the Transition Services unless expressly agreed in a written amendment to this Side Letter executed by authorized representatives of both Parties.

2.4 Governing Law. This Side Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles, consistent with the governing law provision of the MSA.

SECTION 3 — TRANSITION PLAN DEVELOPMENT

3.1 Delivery. Within thirty (30) calendar days of the Effective Date (i.e., by no later than July 9, 2023), Service Provider shall deliver to Customer a detailed Transition Plan for Customer's review and approval. The Transition Plan shall reflect Service Provider's comprehensive assessment of the migration scope, complexity, and resource requirements, and shall serve as the primary governance document for the execution of the Transition Services.

3.2 Contents. The Transition Plan shall include, at a minimum, each of the following:

(a) A detailed node-by-node migration schedule for all three hundred forty (340) nodes, organized by Phase and sub-grouped by geographic region, node type (hub or spoke), and priority classification, with estimated migration commencement and completion dates for each node or batch of nodes;

(b) Technical architecture and topology diagrams for the SD-WAN/ArcMesh deployment at each node, including underlay transport design, overlay tunnel configurations, and integration points with Customer's existing data center and cloud infrastructure;

(c) Identification of all dependencies on Legacy Provider (Greystone Halcyon Software) for each Phase, including required technical documentation, circuit handoff timelines, maintenance windows, and any coordination prerequisites;

(d) A resource allocation plan, including identification of Service Provider's dedicated service delivery manager assigned to the Northgate Americas account, the dedicated migration project manager, the technical migration lead, and other key technical resources, together with their respective roles, responsibilities, and estimated time commitments;

(e) A risk assessment and mitigation strategy for each Phase, identifying potential risks to the migration timeline, service quality, and business continuity, together with proposed risk mitigation measures and contingency plans;

(f) Detailed testing and acceptance criteria for each node category (hub nodes and spoke nodes), including the specific metrics, thresholds, and test methodologies to be applied during acceptance testing under Section 8;

(g) Communication and escalation protocols between Customer, Service Provider, and Legacy Provider, including defined escalation tiers, response time requirements, and designated contacts at each organization;

(h) Rollback procedures and triggers for each Phase, detailing the specific steps, timelines, and responsibilities for reverting migrated nodes to the Legacy Infrastructure in the event a Rollback is required under Section 9; and

(i) A project timeline in Gantt chart or equivalent format, reflecting all critical path activities, milestones, dependencies, and deliverables across all three Phases.

3.3 Customer Review and Approval. Customer shall have fifteen (15) business days following receipt of the Transition Plan to review and either approve the Transition Plan or provide written comments and requested revisions to Service Provider. Customer's approval shall not be unreasonably withheld, conditioned, or delayed. In the event Customer provides comments or requests revisions, Service Provider shall incorporate such feedback and resubmit the revised Transition Plan within ten (10) business days. Customer shall then have an additional ten (10) business days to review and approve the revised Transition Plan. This review cycle shall be repeated as necessary until the Transition Plan is approved.

3.4 Amendments. The Transition Plan, once approved, may be amended from time to time by mutual written agreement of the Parties. Neither Party shall unreasonably withhold its consent to amendments that are necessitated by changed circumstances, lessons learned during a completed Phase, or changes in Legacy Provider cooperation timelines.

3.5 Key Personnel Oversight. The Transition Plan shall be developed under the oversight and direction of qualified personnel from Service Provider's principal office in Reston, VA and Service Provider's secondary Network Operations Center ("NOC") facility located at 200 Portage Avenue, Suite 1500, Winnipeg, MB R3C 3X2, Canada. Service Provider shall ensure that the personnel responsible for developing the Transition Plan have direct experience with enterprise-scale MPLS-to-SD-WAN migrations and familiarity with the ArcMesh platform (version 4.2).

SECTION 4 — MIGRATION PHASES

4.1 Overview. The migration of Customer's three hundred forty (340) managed nodes from the Legacy Infrastructure to Service Provider's SD-WAN platform shall be completed in three (3) sequential Phases over a period of approximately eighteen (18) months from the Effective Date (June 9, 2023), with a targeted Migration Completion Date of December 9, 2024. The Phases are structured to allow for iterative validation of the migration methodology, progressive scaling of migration activities, and incorporation of lessons learned from preceding Phases. Each Phase must be completed and accepted before the subsequent Phase commences, except as otherwise agreed by the Parties in writing.

4.2 Phase 1 — Pilot Migration.

(a) Scope. Phase 1 shall encompass the migration of approximately seventy-five (75) nodes, consisting of a representative mix of hub nodes and spoke nodes across a geographically diverse subset of Customer's locations in the United States and Canada. The specific nodes to be included in Phase 1 shall be identified in the Transition Plan.

(b) Target Commencement. Phase 1 shall commence within forty-five (45) calendar days following Customer's approval of the Transition Plan.

(d) Target Completion. Based on the projected Transition Plan approval and Phase 1 commencement timelines, Phase 1 is targeted for completion approximately in January 2024.

(e) Purpose. The primary purposes of Phase 1 are to: (i) validate the migration methodology and processes developed in the Transition Plan; (ii) confirm the successful integration and operation of the ArcMesh platform (version 4.2) in a production environment across a representative subset of Customer's nodes; (iii) test and refine the acceptance testing procedures set forth in Section 8; (iv) establish and validate coordination protocols with Legacy Provider (Greystone Halcyon Software); and (v) identify and document any issues, risks, or process improvements to be incorporated into subsequent Phases.

(f) Lessons-Learned Review. Within ten (10) business days following the completion of Phase 1 and issuance of the Phase 1 Completion Certificate, the Parties shall conduct a formal lessons-learned review session. The findings, conclusions, and recommendations resulting from such review shall be documented in writing and incorporated, as applicable, into the Transition Plan for Phases 2 and 3. The lessons-learned review shall address, at a minimum: migration process efficiency, Legacy Provider coordination effectiveness, Acceptance Criteria adequacy, Parallel-Run Period duration sufficiency, resource allocation, and any technical challenges encountered.

4.3 Phase 2 — Primary Migration.

(a) Scope. Phase 2 shall encompass the migration of approximately one hundred fifty (150) nodes, representing the largest single tranche of the migration. The specific nodes to be included in Phase 2 shall be identified in the Transition Plan and may be adjusted based on findings from the Phase 1 lessons-learned review.

(b) Target Commencement. Phase 2 shall commence within fifteen (15) business days following the completion of Phase 1 and the issuance of the Phase 1 Completion Certificate.

(d) Target Completion. Based on projected timelines, Phase 2 is targeted for completion approximately in August 2024.

(e) Expanded Geographic Coverage. Phase 2 shall extend migration activities to Customer locations across the remaining US states and Canadian provinces not fully covered in Phase 1, progressively expanding geographic coverage toward full deployment across all twenty-eight (28) US states and three (3) Canadian provinces.

4.4 Phase 3 — Final Migration.

(a) Scope. Phase 3 shall encompass the migration of the remaining approximately one hundred fifteen (115) nodes, completing the migration of all three hundred forty (340) managed nodes.

(b) Target Commencement. Phase 3 shall commence within fifteen (15) business days following the completion of Phase 2 and the issuance of the Phase 2 Completion Certificate.

(d) Target Completion. Phase 3 shall be completed no later than December 9, 2024, which is eighteen (18) months from the Effective Date, subject to any extensions permitted under Section 10 or otherwise agreed by the Parties in writing.

(e) Legacy Infrastructure Decommissioning. Phase 3 includes the coordination of the orderly decommissioning of all remaining Legacy Infrastructure in accordance with Section 14 of this Side Letter. Service Provider shall work closely with Legacy Provider (Greystone Halcyon Software) during Phase 3 to ensure a seamless transition from Legacy Infrastructure to Service Provider's SD-WAN platform across all nodes.

4.5 Node Allocation. The allocation of specific nodes across Phases 1, 2, and 3 shall be set forth in the Transition Plan and shall be cross-referenced against Schedule 1 to the MSA (Node Locations), which identifies all three hundred forty (340) managed nodes across twenty-eight (28) US states and three (3) Canadian provinces. The node allocation shall take into account factors including geographic distribution, node type (hub or spoke), criticality to Customer's business operations, existing circuit contracts with Legacy Provider, and any dependencies between nodes. A summary of the Phase allocation is set forth in Annex A to this Side Letter.

SECTION 5 — CEDARPOINT'S COORDINATION OBLIGATIONS WITH GREYSTONE NETWORK SOLUTIONS

5.1 Primary Coordination Responsibility. Service Provider shall serve as the primary point of coordination with Legacy Provider (Greystone Halcyon Software) for all technical aspects of the migration. Service Provider shall proactively engage with Legacy Provider to ensure that all technical prerequisites for the migration are met in a timely manner and that Legacy Provider's cooperation is secured for each Phase of the migration.

5.2 Specific Coordination Obligations. Service Provider's coordination obligations with respect to Legacy Provider shall include, without limitation, the following:

(a) Obtaining from Legacy Provider all necessary technical documentation, configuration files, circuit identifiers, router and switch configurations, network topology data, and other information required for each node to facilitate a complete and accurate migration to Service Provider's SD-WAN platform;

(b) Coordinating cutover windows with Legacy Provider's operations team to minimize service disruption to Customer, including scheduling cutovers during agreed-upon maintenance windows and providing advance notice to Legacy Provider in accordance with Legacy Provider's reasonable requirements;

(c) Scheduling and managing joint testing sessions between Service Provider and Legacy Provider during the Parallel-Run Period, including coordinated failover testing, traffic routing validation, and performance comparison testing;

(d) Coordinating with Legacy Provider on circuit disconnect and decommissioning timelines following successful acceptance of migrated nodes, ensuring that Legacy Infrastructure circuits are not disconnected prematurely and that all necessary handoff procedures are completed; and

(e) Escalating to Customer any disputes, non-cooperation, or material delays by Legacy Provider within two (2) business days of Service Provider's becoming aware of such issue, together with a description of the nature of the issue, its potential impact on the migration timeline, and Service Provider's recommended course of action.

5.3 Customer Facilitation. Customer shall use commercially reasonable efforts to facilitate cooperation between Service Provider and Legacy Provider in connection with the migration, including providing written authorization to Legacy Provider directing Legacy Provider to cooperate with Service Provider in connection with the Transition Services. Customer shall deliver such written authorization to Legacy Provider within ten (10) business days of the Effective Date and shall promptly address any requests from Service Provider for additional authorizations or communications to Legacy Provider.

5.4 Customer's Legacy Provider Relationship. Customer retains sole responsibility for managing its contractual relationship with Legacy Provider, including any termination, wind-down, or decommissioning fees, early termination penalties, residual minimum revenue commitments, or other financial obligations owed to Greystone Halcyon Software under Customer's existing agreement with Legacy Provider. Service Provider shall have no liability for any such fees, penalties, or obligations.

5.5 Timeline Relief. Service Provider shall not be relieved of its migration timeline obligations under this Side Letter except to the extent that delays in the migration are directly and demonstrably caused by Legacy Provider's failure to cooperate with Service Provider, provided that Service Provider has (a) timely escalated the issue to Customer in accordance with Section 5.2(e), and (b) used commercially reasonable efforts to mitigate the impact of Legacy Provider's non-cooperation on the migration timeline. Any delay relief claimed by Service Provider under this Section 5.5 shall be documented in writing and shall extend the applicable Phase timeline and the Migration Completion Date only by the number of days of actual delay directly attributable to Legacy Provider's non-cooperation.

SECTION 6 — SERVICE PROVIDER'S MIGRATION OBLIGATIONS

6.1 ArcMesh Deployment. Service Provider shall deploy and configure the ArcMesh platform (version 4.2) at each of Customer's three hundred forty (340) managed nodes in accordance with the technical specifications, design standards, and implementation requirements set forth in Exhibit A (Statement of Work) to the MSA and as further detailed in the Transition Plan. Service Provider shall ensure that each deployment is consistent with the approved technical architecture and topology diagrams for the applicable node.

6.2 Migration Resources. Service Provider shall provide all hardware, software, tools, and labor necessary for the SD-WAN deployment and migration, including without limitation:

(a) Provisioning, configuration, staging, shipping, and installation of SD-WAN edge devices at each node location, including any required rack mounting, cabling, and power provisioning;

(b) Configuration of the ArcMesh platform (version 4.2) for each node, including overlay network configuration, tunnel establishment, routing policy implementation, and orchestration platform enrollment;

(c) Network segmentation and security policy mapping from the Legacy Infrastructure to the SD-WAN platform, ensuring that all existing network segmentation, VLAN configurations, and microsegmentation policies are accurately replicated or improved upon in the SD-WAN environment;

(d) Quality of service (QoS) policy translation and optimization, including mapping of existing MPLS CoS markings to SD-WAN application-aware routing policies and traffic prioritization rules;

(e) Integration with Customer's existing network management, monitoring, and ticketing systems, including API-based integration with Customer's enterprise IT service management platform and any custom reporting dashboards required by Customer; and

(f) End-user acceptance support, including coordination with Customer's local site contacts for physical installation activities and post-cutover validation.

6.3 NOC Supervision. All migration work shall be performed under twenty-four hours per day, seven days per week (24×7) supervision and monitoring from Service Provider's Network Operations Center facilities located in Reston, VA and Winnipeg, MB. Service Provider shall ensure that qualified NOC personnel are available at all times during active migration windows to monitor the migration in real time and to respond immediately to any issues or anomalies.

6.4 Dedicated Migration Project Manager. Service Provider shall assign a dedicated migration project manager for the full duration of the Transition Services. The dedicated migration project manager shall be distinct from, or in addition to, the dedicated service delivery manager referenced in Exhibit A to the MSA. The migration project manager shall serve as Service Provider's primary day-to-day contact for Customer on all matters relating to the Transition Services and shall have authority to make operational decisions regarding the migration within the parameters of the approved Transition Plan.

6.5 Status Reporting. Service Provider shall provide Customer with written status reports on the migration in accordance with the following schedule:

(a) Weekly Status Reports. During active migration periods within a Phase (i.e., periods in which nodes are being actively migrated, tested, or undergoing parallel run), Service Provider shall deliver a written weekly status report to Customer, covering the activities performed during the preceding week, the number of nodes migrated, any issues encountered and their resolution status, and the projected activities for the following week.

(b) Monthly Summary Reports. During interim periods between Phases or during periods of reduced migration activity, Service Provider shall deliver a monthly summary report to Customer, covering overall migration progress, Phase-level milestones achieved, and any updates to the Transition Plan.

6.6 Quarterly Network Performance Reviews. The quarterly network performance reviews required under the MSA shall include a dedicated migration progress section during the Transition Services period. Such section shall summarize the overall migration status, Phase completion percentages, key metrics from acceptance testing, and any material risks or issues affecting the migration timeline.

SECTION 7 — PARALLEL-RUN REQUIREMENTS

7.1 Minimum Parallel-Run Period. For each node or group of nodes being migrated, Service Provider shall operate the ArcMesh SD-WAN platform in parallel with the Legacy Infrastructure for a minimum Parallel-Run Period of fourteen (14) calendar days. The Parallel-Run Period shall commence on the date that the SD-WAN platform is operational at the applicable node(s) and traffic routing through the SD-WAN platform has been initiated.

7.2 Parallel-Run Operations. During the Parallel-Run Period, the following requirements shall apply:

(a) Both the Legacy Infrastructure (MPLS circuits) and the SD-WAN connectivity shall be fully operational at the affected nodes, with both platforms capable of carrying production traffic;

(b) Production traffic shall be routed through the SD-WAN platform as the primary transport path, with automatic failover to the Legacy Infrastructure MPLS circuits in the event of an SD-WAN platform failure or degradation below agreed-upon performance thresholds;

(c) Service Provider shall continuously monitor and log performance metrics on both platforms throughout the Parallel-Run Period, including availability, latency, jitter, packet loss, throughput, and application response times, for the purpose of comparative analysis and acceptance testing;

(d) Customer's VP of Network Operations, Katrina Bosch, or her designee shall have real-time access to parallel-run monitoring dashboards, providing visibility into the performance of both the SD-WAN platform and the Legacy Infrastructure at each node undergoing parallel run; and

(e) Service Provider shall promptly notify Customer of any material performance discrepancies observed between the SD-WAN platform and the Legacy Infrastructure during the Parallel-Run Period.

7.3 Extension of Parallel-Run Period. Customer may extend the Parallel-Run Period for any node or group of nodes by up to an additional fourteen (14) calendar days upon written notice to Service Provider. Such extension shall be at no additional cost to Customer. Customer may exercise this extension right for any reason, including without limitation to gather additional performance data, to accommodate internal change management requirements, or to address concerns identified during the initial Parallel-Run Period.

7.4 Conclusion of Parallel-Run Period. The Parallel-Run Period shall not conclude, and cutover from the Legacy Infrastructure to the SD-WAN platform shall not be deemed complete, until the applicable Acceptance Criteria set forth in Section 8 have been satisfied and Customer has accepted the migrated node(s) in accordance with Section 8.3.

7.5 SLA Exclusion During Parallel Run. During the Parallel-Run Period, the service level agreement targets set forth in Exhibit B to the MSA (including the 99.95% monthly uptime target per node) shall not apply to the nodes undergoing parallel run. SLA measurement for such nodes shall commence upon the issuance of the node-level acceptance confirmation by Customer in accordance with Section 8.3. For the avoidance of doubt, any period of downtime or service degradation experienced at a node during the Parallel-Run Period shall not be counted toward SLA measurement or service credit calculations under Exhibit B.

7.6 Cost Allocation. Service Provider shall bear all incremental costs associated with operating dual platforms during the Parallel-Run Period, including costs for additional bandwidth, dual-monitoring systems, and Service Provider personnel time. Notwithstanding the foregoing, all Legacy Provider circuit charges, access fees, and other amounts payable to Greystone Halcyon Software for the continued operation of the Legacy Infrastructure during the Parallel-Run Period shall remain Customer's sole responsibility.

SECTION 8 — ACCEPTANCE TESTING CRITERIA

8.1 Acceptance Testing. Upon completion of the Parallel-Run Period for each node or batch of nodes (including any extension thereof under Section 7.3), Service Provider shall conduct formal acceptance testing in accordance with the procedures and criteria set forth in this Section 8. Service Provider shall deliver to Customer a written acceptance test report documenting the results of each acceptance test.

8.2 Acceptance Criteria. Each migrated node must satisfy all of the following Acceptance Criteria before it will be deemed accepted by Customer:

(a) Network Availability. The node must achieve at least 99.95% uptime (measured in accordance with the uptime calculation methodology set forth in Exhibit B to the MSA) during the final seven (7) calendar days of the Parallel-Run Period. Any unplanned downtime or service interruption during this measurement window shall be counted against the uptime calculation.

(b) Latency. End-to-end latency measured at the node must not exceed the baseline Legacy Infrastructure latency (as measured during the pre-migration baseline assessment) by more than ten percent (10%). Latency measurements shall be taken at intervals of no less than every five (5) minutes during the acceptance test window and shall include both average and 95th percentile measurements.

(c) Packet Loss. The packet loss rate measured at the node must not exceed one-tenth of one percent (0.1%) during the acceptance test window. Packet loss measurements shall include both synthetic test traffic and production traffic samples.

(d) Throughput. Measured throughput at the node must meet or exceed the bandwidth specifications defined in the applicable Statement of Work (Exhibit A to the MSA) for the node in question, as tested under normal operating conditions and under simulated peak load conditions.

(e) Security. All firewall rules, access control lists, intrusion detection/prevention system policies, and other security policies applicable to the node must be confirmed as properly migrated, accurately configured, and fully functional on the ArcMesh platform. Service Provider shall provide Customer with a security configuration validation report for each node, demonstrating parity with or improvement over the Legacy Infrastructure security posture.

(f) Application Performance. All business-critical applications identified by Customer in the Transition Plan or otherwise designated by Customer prior to the commencement of the applicable Phase must perform within acceptable parameters as measured against pre-migration performance benchmarks. Application performance metrics shall include response time, transaction throughput, and error rates.

(g) Failover Testing. Automated failover from the primary transport path to the secondary transport path must complete within the threshold times defined in the Transition Plan (and in no event exceeding thirty (30) seconds for critical hub nodes or sixty (60) seconds for spoke nodes). Failback to the primary path upon restoration must also be tested and confirmed.

(h) Monitoring Integration. The node must be fully visible, enrolled, and actively reporting in Service Provider's 24×7 NOC monitoring systems at both the Reston, VA and Winnipeg, MB facilities. All monitoring alerts, event correlation rules, and automated remediation workflows must be confirmed as operational for the node.

8.3 Customer Review of Acceptance Test Results. Customer shall have five (5) business days following Service Provider's delivery of the acceptance test results report to review such results and either: (a) accept the migrated node(s) by issuing a written acceptance confirmation to Service Provider; or (b) deliver a written rejection notice to Service Provider specifying the Acceptance Criteria that have not been met, together with a description of the observed deficiency and any supporting data. Failure by Customer to respond within the five (5) business day period shall not be deemed acceptance.

8.4 Remediation and Re-Testing. In the event Customer issues a rejection notice under Section 8.3(b), Service Provider shall remediate the identified deficiencies and repeat the applicable acceptance testing within ten (10) business days following receipt of Customer's rejection notice. Service Provider shall deliver a new acceptance test report to Customer upon completion of re-testing, and Customer shall have five (5) business days to review such results and accept or reject the node(s) in accordance with Section 8.3.

8.5 Repeated Failures. If a node fails acceptance testing three (3) consecutive times (i.e., the initial test plus two re-tests), Customer may, at its sole election: (a) invoke the Rollback procedures set forth in Section 9 for that node; and/or (b) defer the migration of that node to a subsequent Phase or to a mutually agreed date outside the original Phase schedule. Service Provider shall cooperate fully with Customer's exercise of either or both of these remedies.

8.6 Phase Completion Certificate. Upon acceptance of all nodes within a Phase (whether through initial acceptance or upon successful re-testing and acceptance following remediation), the Parties shall jointly execute a Phase Completion Certificate confirming the successful completion and acceptance of all nodes in the applicable Phase. The Phase Completion Certificate shall identify each accepted node by node ID, site address, acceptance date, and any exceptions or conditions noted by the Parties.

SECTION 9 — ROLLBACK PROCEDURES

9.1 Rollback Right. At any point during the migration of a node or group of nodes (including during the Parallel-Run Period and during acceptance testing), Customer may instruct Service Provider in writing to initiate a Rollback of the affected nodes to the Legacy Infrastructure. Customer's right to initiate a Rollback is not conditioned upon any particular cause or trigger and may be exercised in Customer's sole and reasonable discretion.

9.2 Rollback Triggers. Without limiting the generality of Section 9.1, Rollback triggers include, without limitation:

(a) Failure of a node to meet the Acceptance Criteria after three (3) consecutive acceptance test attempts, as set forth in Section 8.5;

(b) Material service degradation at one or more nodes during the Parallel-Run Period, as reasonably determined by Customer based on the performance metrics monitored during the Parallel-Run Period;

(c) A security incident or vulnerability identified in connection with the migration that, in Customer's reasonable judgment, poses a material risk to Customer's network or data;

(d) Customer's exercise of its right to delay a migration Phase under Section 10, to the extent Customer elects to revert already-migrated-but-not-yet-accepted nodes in connection with such delay;

(e) A force majeure event affecting migration activities at the applicable nodes; and

(f) Any other circumstance in which Customer reasonably determines that continued operation on the SD-WAN platform at the affected nodes poses an unacceptable risk to Customer's business operations.

9.3 Rollback Execution. Upon receipt of a Rollback instruction from Customer, Service Provider shall promptly execute the following steps:

(a) Revert all traffic routing at the affected nodes to the Legacy Infrastructure MPLS circuits within four (4) hours for critical hub nodes and within eight (8) hours for spoke nodes, as measured from the time of Customer's Rollback instruction;

(b) Preserve all configuration data, logs, diagnostic information, and performance data from the SD-WAN deployment at the affected nodes for post-Rollback analysis. Such data shall be retained for a minimum of ninety (90) days following the Rollback and shall be made available to Customer upon request;

(c) Coordinate with Legacy Provider (Greystone Halcyon Software) to confirm restoration of full Legacy Infrastructure service at each affected node, including verification that all MPLS circuits are operational and carrying traffic as expected; and

(d) Deliver a written Rollback completion report to Customer within two (2) business days of the completion of the Rollback, detailing the actions taken, the current status of each affected node, and a preliminary root cause analysis of the circumstances that led to the Rollback.

9.4 Rollback Costs. All costs associated with the Rollback (including Service Provider's labor, equipment handling, reconfiguration, and coordination costs) shall be borne solely by Service Provider. Notwithstanding the foregoing, Legacy Provider circuit charges, reactivation fees, or other amounts payable to Greystone Halcyon Software in connection with the restoration of Legacy Infrastructure service shall remain Customer's sole responsibility.

9.5 Continued Migration Obligation. A Rollback shall not relieve Service Provider of its obligation to complete the migration of the affected nodes to Service Provider's SD-WAN platform. Following a Rollback, the affected nodes shall be rescheduled for migration in a subsequent Phase or at a mutually agreed date, and Service Provider shall address the root cause of the Rollback prior to reattempting the migration of such nodes. The rescheduled migration shall be reflected in an amendment to the Transition Plan.

SECTION 10 — CUSTOMER'S RIGHT TO DELAY MIGRATION PHASES

10.1 Delay Right. Customer may delay the commencement of any Phase (including Phase 1) by providing Service Provider with no less than thirty (30) calendar days' prior written notice. Such notice shall specify the Phase to be delayed and the expected duration of the delay (not to exceed the maximum period set forth in Section 10.3).

10.2 Delay Reasons. Customer may exercise its delay right under this Section 10 for any reason, including but not limited to:

(a) Customer's internal business or operational considerations, including organizational changes, budget cycles, or internal resource availability;

(b) Ongoing issues with Legacy Provider (Greystone Halcyon Software) that affect migration readiness, including delays in obtaining technical documentation, circuit information, or other cooperation from Legacy Provider;

(c) Results of a preceding Phase that indicate a need for additional preparation, process refinement, or technical adjustments before proceeding to the next Phase; and

(d) Changes in Customer's network requirements, enterprise location footprint, or strategic technology direction that necessitate a reassessment of the migration schedule or scope.

10.3 Maximum Delay Period. Each delay exercised under this Section 10 shall not exceed ninety (90) calendar days per Phase. Any delay in excess of ninety (90) calendar days shall require the mutual written agreement of both Parties.

10.4 Impact on Migration Completion Date. If Customer exercises a delay under this Section 10, the overall Migration Completion Date shall be automatically extended by the duration of the delay on a day-for-day basis, and all subsequent Phase timelines shall be adjusted accordingly. For the avoidance of doubt, a Customer-initiated delay shall not constitute a breach of this Side Letter or the MSA by either Party.

10.5 No Fees or Penalties. Service Provider shall not charge Customer any fees, penalties, standby charges, or other amounts for Customer's exercise of its right to delay, provided that Customer provides the required thirty (30) calendar days' prior written notice. Customer acknowledges that it may incur incremental costs with Legacy Provider during any delay period as a result of the continued operation of the Legacy Infrastructure; such costs shall be Customer's sole responsibility.

10.6 Team Readiness. During any delay period, Service Provider shall maintain its migration team readiness and keep the Transition Plan current. Service Provider shall not reassign key migration personnel during a delay period of sixty (60) calendar days or less without Customer's prior written consent.

SECTION 11 — STAFFING AND KEY PERSONNEL

11.1 Dedicated Resources. Service Provider shall assign a dedicated migration project manager and a dedicated technical migration lead for the full duration of the Transition Services. These individuals shall possess demonstrable experience in enterprise-scale MPLS-to-SD-WAN migration engagements and shall be available as primary points of contact for Customer throughout the migration.

11.2 Personnel Changes. Service Provider shall not reassign or replace key migration personnel (including the migration project manager and technical migration lead) without providing Customer with at least fifteen (15) business days' prior written notice. Any proposed replacement must possess qualifications and experience substantially equivalent to (or exceeding) those of the individual being replaced, and Customer shall have the right to approve or reject the proposed replacement, such approval not to be unreasonably withheld. In the event Customer reasonably rejects a proposed replacement, Service Provider shall propose an alternative replacement candidate within ten (10) business days.

11.3 Customer Key Contacts. Customer's key contacts for the Transition Services are as follows:

• Katrina Bosch, VP of Network Operations, Northgate Americas, Inc. — primary operational point of contact for the Transition Services;

• Deirdre Kwan, VP of Procurement, North America, Northgate Americas, Inc. — responsible for commercial, contractual, and procurement matters relating to the Transition Services; and

• Alistair Pemberton, CTO, Northgate Telecommunications PLC (Customer's parent company) — responsible for strategic technology oversight and executive escalation.

11.4 Site Access and Compliance. Service Provider personnel performing on-site work at Customer locations in connection with the Transition Services shall comply with all of Customer's site access, physical security, information security, and safety policies, as communicated to Service Provider from time to time. Service Provider shall ensure that its personnel complete any required site access training, background checks, or security clearance procedures prior to performing on-site work.

11.5 Indemnification. The indemnification obligations set forth in Article XII of the MSA (including without limitation Service Provider's indemnification of Customer for bodily injury or property damage arising from the acts or omissions of Service Provider's personnel while on Customer premises) shall apply fully and without limitation to Service Provider personnel performing Transition Services at Customer locations or otherwise in connection with this Side Letter.

SECTION 12 — REPORTING AND GOVERNANCE

12.1 Weekly Migration Status Reports. Service Provider shall deliver weekly migration status reports to Customer every Friday by 5:00 PM Eastern Time during active migration periods. Each weekly status report shall include: (a) a summary of migration activities performed during the reporting week; (b) the number of nodes migrated, in parallel run, and accepted during the reporting week; (c) a cumulative migration progress summary by Phase; (d) identification of any issues, risks, or blockers and their status; (e) any required actions or decisions from Customer; and (f) a look-ahead plan for the following week.

12.2 Monthly Executive Summary Reports. Service Provider shall deliver monthly executive summary reports to Customer within five (5) business days after the end of each calendar month. Monthly executive summary reports shall provide a high-level overview of migration progress, key milestones achieved, budget and resource utilization, and any strategic issues requiring executive attention.

12.3 Migration Steering Committee. The Parties shall establish a bi-weekly migration steering committee that shall meet every other week (or more frequently as circumstances warrant) during the Transition Services period. Attendees shall include, at a minimum, a representative from Customer (Katrina Bosch, VP of Network Operations, or her designee) and a representative from Service Provider (the migration project manager or his/her designee). The migration steering committee shall review migration progress, address open issues, make decisions on change requests, and provide overall governance direction for the Transition Services. Meeting agendas shall be circulated by Service Provider at least two (2) business days in advance, and meeting minutes shall be prepared by Service Provider and distributed within three (3) business days following each meeting.

12.4 Escalation Protocol. Unresolved migration issues shall be escalated sequentially through the following escalation tiers:

(a) Tier 1 — Migration Project Managers: The migration project managers from each Party shall attempt to resolve the issue within five (5) business days.

(b) Tier 2 — VP-Level Contacts: If the issue is not resolved at Tier 1, it shall be escalated to the VP-level contacts: Katrina Bosch, VP of Network Operations (Customer) and Service Provider's VP of Operations. The VP-level contacts shall attempt to resolve the issue within five (5) business days.

(c) Tier 3 — Executive Sponsors: If the issue is not resolved at Tier 2, it shall be escalated to the executive sponsors: Warren Liang, President of Northgate Americas, Inc. (Customer) and Rajiv Sundaram, CEO of Cedarpoint Systems Integration, Inc. (Service Provider). The executive sponsors shall attempt to resolve the issue within ten (10) business days. If the issue remains unresolved following the executive sponsor escalation, either Party may pursue its remedies under the MSA, including the dispute resolution procedures set forth therein.

12.5 Shared Project Repository. All reports, meeting minutes, Transition Plan documents, acceptance test results, Phase Completion Certificates, and other project documentation shall be maintained in a shared electronic project repository accessible by authorized personnel of both Parties. Service Provider shall be responsible for establishing and maintaining the project repository and shall ensure that it is organized, current, and accessible at all times.

SECTION 13 — DATA MIGRATION AND SECURITY

13.1 Compliance with MSA Data Security Requirements. Service Provider shall comply with all data security and privacy requirements set forth in Exhibit E to the MSA (Data Security and Privacy Requirements) during the performance of the Transition Services. Without limiting the foregoing, Service Provider shall implement and maintain appropriate technical and organizational measures to protect Customer data against unauthorized access, disclosure, alteration, or destruction during the migration process.

13.2 Confidentiality. Any data migrated, copied, accessed, or otherwise handled by Service Provider in connection with the Transition Services shall be treated as Confidential Information and shall be handled in accordance with the confidentiality obligations set forth in Article X of the MSA and the Mutual Non-Disclosure Agreement dated February 22, 2023 between the Parties. Service Provider shall limit access to Customer data to those Service Provider personnel who have a need to know in connection with the performance of the Transition Services and who are bound by confidentiality obligations at least as protective as those set forth in the MSA.

13.3 Data Jurisdiction. Service Provider shall ensure that no Customer data is stored, processed, or transmitted outside the jurisdictions specified in the MSA (including, for the avoidance of doubt, the United States and Canada) without Customer's prior written consent. Service Provider shall implement appropriate controls to ensure that data handling during the migration complies with all applicable data localization requirements.

13.4 Security Incident Reporting. Any security incident (as defined in Exhibit E to the MSA) arising during the migration shall be reported to Customer within the timeframes specified in Exhibit E. Without limiting the foregoing, Service Provider shall notify Customer of any suspected or confirmed security incident affecting Customer data or Customer's network within twenty-four (24) hours of discovery. Any such security incident shall be subject to the indemnification provisions of the MSA, including the uncapped indemnification obligations for data breaches caused by Service Provider's negligence or willful misconduct, as set forth in Article XII of the MSA.

SECTION 14 — LEGACY INFRASTRUCTURE DECOMMISSIONING

14.1 Decommissioning Coordination. Following the successful completion and acceptance of each Phase (as evidenced by the issuance of the applicable Phase Completion Certificate), Service Provider shall coordinate with Legacy Provider (Greystone Halcyon Software) on the orderly decommissioning of Legacy Infrastructure MPLS circuits at the accepted nodes. Such coordination shall include identifying the circuits to be disconnected, confirming that all production traffic has been fully transitioned to the SD-WAN platform, and scheduling circuit disconnect activities with Legacy Provider.

14.2 Customer Authorization Required. Decommissioning of Legacy Infrastructure shall not commence until Customer provides written authorization to proceed. Customer shall provide such written authorization within ten (10) business days of issuance of the applicable Phase Completion Certificate, unless Customer reasonably determines that a delay is warranted due to operational considerations. Customer's written authorization shall specify the nodes and circuits authorized for decommissioning.

14.3 Decommissioning Coordination Report. Service Provider shall provide Customer with a decommissioning coordination report for each Phase, which shall include: (a) a complete list of all Legacy Infrastructure circuits to be disconnected, identified by circuit ID and node location; (b) target disconnect dates for each circuit, coordinated with Legacy Provider; (c) confirmation that continued connectivity via the SD-WAN platform has been verified at each node; and (d) any coordination issues or dependencies with Legacy Provider that may affect the decommissioning timeline.

14.4 Customer's Legacy Provider Financial Obligations. Customer acknowledges and agrees that any early termination fees, decommissioning charges, minimum revenue commitment shortfalls, circuit disconnect fees, or other residual financial obligations owed to Legacy Provider under Customer's separate agreement with Greystone Halcyon Software are and shall remain Customer's sole responsibility. Service Provider shall have no liability for any such fees, charges, or obligations, regardless of whether such fees or charges arise in connection with the migration contemplated by this Side Letter.

SECTION 15 — WARRANTIES

15.1 Professional Standards. Service Provider warrants that the Transition Services will be performed in a professional and workmanlike manner, consistent with industry standards and best practices for enterprise-scale network migration engagements of similar size, scope, and complexity. Service Provider further warrants that the Transition Services will be performed by qualified personnel with appropriate training and experience in SD-WAN deployment and MPLS-to-SD-WAN migration.

15.2 Post-Migration Conformity. Service Provider warrants that upon completion of each Phase, the migrated nodes will operate in material conformity with the technical specifications set forth in Exhibit A (Statement of Work) to the MSA and will meet the Acceptance Criteria defined in Section 8 of this Side Letter. This warranty shall survive the issuance of each Phase Completion Certificate for a period of twelve (12) months.

15.3 ArcMesh Platform Functionality. Service Provider warrants that the ArcMesh platform (version 4.2) will function materially as described in the MSA, the applicable product documentation, and the technical specifications following migration and deployment at each node. Service Provider shall promptly remediate any defects or non-conformities in the ArcMesh platform that are identified during or after the migration.

15.4 Resource Sufficiency. Service Provider warrants that it has, and will maintain throughout the Transition Services period, sufficient trained personnel and technical resources to complete the migration within the timeline set forth in Section 4, subject to permitted extensions under Section 10 or as otherwise mutually agreed by the Parties in writing.

SECTION 16 — REMEDIES FOR MIGRATION DELAYS

16.1 Liquidated Damages. If Service Provider fails to complete any Phase within the timeline specified in Section 4 (as may be extended pursuant to Section 10, by mutual agreement, or due to Legacy Provider non-cooperation properly escalated under Section 5.5), and such failure is not attributable to: (i) Customer's acts or omissions, (ii) Legacy Provider non-cooperation that has been timely escalated to Customer in accordance with Section 5.2(e) and not resolved despite Customer's commercially reasonable efforts, or (iii) a force majeure event as defined in the MSA, then Customer shall be entitled to the following remedies:

(a) Liquidated Damages. Liquidated damages in the amount of Twenty-Five Thousand Dollars ($25,000) per week (or proportional fraction thereof) of delay per Phase, commencing on the first business day following the scheduled Phase completion date and accruing weekly thereafter. Liquidated damages under this subsection (a) shall be capped at Five Hundred Thousand Dollars ($500,000) per Phase. The Parties acknowledge and agree that the liquidated damages set forth in this subsection (a) represent a reasonable estimate of Customer's anticipated damages resulting from migration delays and are not intended as a penalty.

(b) Third-Party Resources. The right to engage third-party resources, at Service Provider's reasonable expense, to accelerate the migration, subject to Service Provider's reasonable cooperation and provided that Customer provides Service Provider with at least ten (10) business days' prior written notice of its intent to engage such third-party resources. Service Provider's financial responsibility for third-party resources under this subsection (b) shall not exceed the remaining value of the professional services fees allocable to the delayed Phase.

16.2 Material Breach. If the overall Migration Completion Date is missed by more than ninety (90) calendar days (other than due to Customer-initiated delays under Section 10, Legacy Provider non-cooperation properly escalated under Section 5.5, or force majeure events), such failure shall constitute a material breach of the MSA, entitling Customer to exercise its termination rights under the MSA, including any rights to terminate for cause and recover applicable termination damages.

16.3 Cumulative Remedies. Liquidated damages under this Section 16 are in addition to, and not in lieu of, any service credits to which Customer may be entitled under Exhibit B to the MSA for SLA failures at nodes that have been accepted and transitioned to Service Provider's platform. The remedies set forth in this Section 16 are cumulative and do not limit any other remedies available to Customer under the MSA or at law or in equity, except as expressly limited by the limitation of liability provisions of the MSA.

SECTION 17 — INSURANCE

17.1 Required Coverages. During the Transition Services period, Service Provider shall maintain all insurance coverages required under Exhibit F to the MSA, including without limitation the following minimum coverage levels:

17.2 Current Carrier. Service Provider's current insurance carrier for the coverages identified in Section 17.1 is Braeburn Mutual Insurance Company, located at 280 Farmington Avenue, Hartford, CT 06105. Service Provider shall notify Customer at least thirty (30) calendar days prior to any change in insurance carrier.

17.3 Certificates of Insurance. Certificates of insurance evidencing all required coverages and naming Northgate Americas, Inc. as an additional insured on the Commercial General Liability and Cyber Liability policies shall be delivered to Customer prior to the commencement of Phase 1. Updated certificates shall be provided upon each policy renewal during the Transition Services period.

SECTION 18 — TERM AND SURVIVAL

18.1 Term. This Side Letter shall be effective as of June 9, 2023 (the Effective Date) and shall remain in full force and effect until the earlier of: (a) the Migration Completion Date and issuance of the final Phase 3 Completion Certificate, at which point the Transition Services shall be deemed complete; or (b) the termination of the MSA in accordance with its terms.

18.2 Survival. The following sections of this Side Letter shall survive the expiration or termination of this Side Letter for a period of twelve (12) months: Section 9 (Rollback Procedures), Section 13 (Data Migration and Security), Section 15 (Warranties), and Section 16 (Remedies for Migration Delays). The survival of such sections shall be in addition to, and shall not limit, the survival of any corresponding obligations under the MSA.

18.3 MSA Survival Provisions. All obligations under the MSA that survive termination or expiration of the MSA (including, without limitation, confidentiality, indemnification, limitation of liability, and intellectual property provisions) shall likewise survive with respect to the Transit

TRANSITION SERVICES SIDE LETTER
Supplement to the Master Services Agreement dated June 9, 2023
June 9, 2023
This Transition Services Side Letter (this "Side Letter") is entered into as of June 9, 2023 (the "Effective Date"), by and between:
NORTHGATE AMERICAS, INC., a Delaware corporation, with its principal offices at 1700 Market Street, Suite 2400, Philadelphia, PA 19103 (hereinafter referred to as "Customer"),
and
CEDARPOINT SYSTEMS INTEGRATION, INC., a Delaware corporation, with its principal offices at 11400 Commerce Park Drive, Suite 600, Reston, VA 20191 (hereinafter referred to as "Service Provider").
Customer and Service Provider are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Customer and Service Provider entered into that certain Master Services Agreement dated June 9, 2023 (the "MSA"), with a total contract value of Seventy-Five Million Dollars ($75,000,000) over a five (5)-year initial term commencing June 9, 2023 and expiring June 8, 2028, pursuant to which Service Provider will provide managed network services, ArcMesh platform (version 4.2) licensing, and professional services across Customer's three hundred forty (340) managed nodes located in twenty-eight (28) US states and three (3) Canadian provinces;
WHEREAS, Customer currently receives managed Multiprotocol Label Switching ("MPLS") network services from Greystone Halcyon Software, a Virginia limited liability company headquartered at 8300 Greensboro Drive, Suite 400, McLean, VA 22102 ("Legacy Provider"), under a legacy managed network services agreement between Customer and Legacy Provider;
WHEREAS, the MSA contemplates the migration of Customer's wide-area network infrastructure from Legacy Provider's MPLS platform to Service Provider's software-defined wide-area network ("SD-WAN") platform powered by the ArcMesh orchestration platform (version 4.2), as described in Exhibit A (Statement of Work) to the MSA;
WHEREAS, the Parties desire to supplement the MSA with detailed transition services terms governing the phased migration from Legacy Provider's infrastructure to Service Provider's platform, in order to set forth, among other things, the scope, timeline, acceptance criteria, rollback procedures, reporting requirements, and remedies associated with such migration; and
WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to them in the MSA.
NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
SECTION 1 — DEFINITIONS
For purposes of this Side Letter, the following terms shall have the meanings set forth below:
1.1 "Acceptance Criteria" means the specific technical and operational benchmarks that each migrated node (or batch of migrated nodes, as applicable) must satisfy before being deemed successfully transitioned from the Legacy Infrastructure to Service Provider's SD-WAN platform, as more fully defined and described in Section 8 of this Side Letter.
1.2 "ArcMesh Platform" means Service Provider's proprietary network orchestration platform, version 4.2, as licensed to Customer under the terms of the MSA and the applicable software license schedules thereto, including all updates, patches, and maintenance releases provided by Service Provider during the term of the MSA.
1.3 "Legacy Infrastructure" means the existing MPLS network infrastructure and all associated services, circuits, equipment, configurations, and network management systems currently provided to Customer by Greystone Halcyon Software under Customer's separate agreement with Legacy Provider.
1.4 "Legacy Provider" means Greystone Halcyon Software, a Virginia limited liability company headquartered at 8300 Greensboro Drive, Suite 400, McLean, VA 22102.
1.5 "Migration Completion Date" means the date on which all three hundred forty (340) managed nodes have been migrated to Service Provider's SD-WAN platform and accepted by Customer in accordance with the Acceptance Criteria, targeted to occur no later than eighteen (18) months following the Effective Date (i.e., December 9, 2024), subject to any extensions permitted under Section 10 or otherwise agreed by the Parties in writing.
1.6 "MSA" means the Master Services Agreement dated June 9, 2023 between Customer and Service Provider, including all exhibits, schedules, amendments, and supplements thereto (other than this Side Letter).
1.7 "Parallel-Run Period" means the period during which both the Legacy Infrastructure (MPLS circuits) and Service Provider's SD-WAN platform operate concurrently for a given set of nodes undergoing migration, as described in Section 7 of this Side Letter.
1.8 "Phase" means each of the three (3) sequential migration phases described in Section 4 of this Side Letter (i.e., Phase 1 — Pilot Migration, Phase 2 — Primary Migration, and Phase 3 — Final Migration).
1.9 "Phase Completion Certificate" means the written certification jointly executed by the Parties upon successful completion and acceptance of all nodes within a given Phase, substantially in the form to be agreed as part of the Transition Plan.
1.10 "Rollback" means the process of reverting one or more migrated nodes from Service Provider's SD-WAN platform back to the Legacy Infrastructure, as described in Section 9 of this Side Letter.
1.11 "Transition Plan" means the detailed migration plan to be developed jointly by the Parties as described in Section 3 of this Side Letter, as the same may be amended from time to time in accordance with Section 3.4.
1.12 "Transition Services" means, collectively, the migration, implementation, coordination, testing, acceptance, parallel-run, rollback, decommissioning coordination, and related professional services to be provided by Service Provider under this Side Letter in connection with the transition of Customer's network infrastructure from the Legacy Infrastructure to Service Provider's SD-WAN platform.
SECTION 2 — RELATIONSHIP TO MSA
2.1 Supplemental Nature. This Side Letter supplements and forms an integral part of the MSA. In the event of any conflict or inconsistency between the terms of this Side Letter and the terms of the MSA (including any exhibit or schedule thereto), the terms of this Side Letter shall control and prevail with respect to the transition and migration of the Legacy Infrastructure to Service Provider's SD-WAN platform. With respect to all matters not specifically addressed in this Side Letter, the terms and conditions of the MSA shall govern.
2.2 MSA Terms Unaffected. Except as expressly modified or supplemented by this Side Letter, all other terms and conditions of the MSA remain in full force and effect, including without limitation: (a) the indemnification provisions set forth in Article XII of the MSA; (b) the service level commitments and service credit mechanisms set forth in Exhibit B to the MSA (which shall apply to migrated nodes once such nodes have been accepted and transitioned to Service Provider's platform in accordance with Section 8); (c) the insurance requirements set forth in Exhibit F to the MSA; (d) the most favored nation pricing terms set forth in Section 7.6 of the MSA; (e) the intellectual property ownership and licensing provisions; and (f) the limitation of liability provisions.
2.3 Fee Structure. The Transition Services are part of the professional services component under the MSA fee structure. The annual professional services fees of One Million Five Hundred Thousand Dollars ($1,500,000), which constitute ten percent (10%) of the Fifteen Million Dollar ($15,000,000) annual contract value, include compensation for Service Provider's performance of the Transition Services. No additional fees, charges, or expenses shall be charged by Service Provider to Customer for the Transition Services unless expressly agreed in a written amendment to this Side Letter executed by authorized representatives of both Parties.
2.4 Governing Law. This Side Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles, consistent with the governing law provision of the MSA.
SECTION 3 — TRANSITION PLAN DEVELOPMENT
3.1 Delivery. Within thirty (30) calendar days of the Effective Date (i.e., by no later than July 9, 2023), Service Provider shall deliver to Customer a detailed Transition Plan for Customer's review and approval. The Transition Plan shall reflect Service Provider's comprehensive assessment of the migration scope, complexity, and resource requirements, and shall serve as the primary governance document for the execution of the Transition Services.
3.2 Contents. The Transition Plan shall include, at a minimum, each of the following:
(a) A detailed node-by-node migration schedule for all three hundred forty (340) nodes, organized by Phase and sub-grouped by geographic region, node type (hub or spoke), and priority classification, with estimated migration commencement and completion dates for each node or batch of nodes;
(b) Technical architecture and topology diagrams for the SD-WAN/ArcMesh deployment at each node, including underlay transport design, overlay tunnel configurations, and integration points with Customer's existing data center and cloud infrastructure;
(c) Identification of all dependencies on Legacy Provider (Greystone Halcyon Software) for each Phase, including required technical documentation, circuit handoff timelines, maintenance windows, and any coordination prerequisites;
(d) A resource allocation plan, including identification of Service Provider's dedicated service delivery manager assigned to the Northgate Americas account, the dedicated migration project manager, the technical migration lead, and other key technical resources, together with their respective roles, responsibilities, and estimated time commitments;
(e) A risk assessment and mitigation strategy for each Phase, identifying potential risks to the migration timeline, service quality, and business continuity, together with proposed risk mitigation measures and contingency plans;
(f) Detailed testing and acceptance criteria for each node category (hub nodes and spoke nodes), including the specific metrics, thresholds, and test methodologies to be applied during acceptance testing under Section 8;
(g) Communication and escalation protocols between Customer, Service Provider, and Legacy Provider, including defined escalation tiers, response time requirements, and designated contacts at each organization;
(h) Rollback procedures and triggers for each Phase, detailing the specific steps, timelines, and responsibilities for reverting migrated nodes to the Legacy Infrastructure in the event a Rollback is required under Section 9; and
(i) A project timeline in Gantt chart or equivalent format, reflecting all critical path activities, milestones, dependencies, and deliverables across all three Phases.
3.3 Customer Review and Approval. Customer shall have fifteen (15) business days following receipt of the Transition Plan to review and either approve the Transition Plan or provide written comments and requested revisions to Service Provider. Customer's approval shall not be unreasonably withheld, conditioned, or delayed. In the event Customer provides comments or requests revisions, Service Provider shall incorporate such feedback and resubmit the revised Transition Plan within ten (10) business days. Customer shall then have an additional ten (10) business days to review and approve the revised Transition Plan. This review cycle shall be repeated as necessary until the Transition Plan is approved.
3.4 Amendments. The Transition Plan, once approved, may be amended from time to time by mutual written agreement of the Parties. Neither Party shall unreasonably withhold its consent to amendments that are necessitated by changed circumstances, lessons learned during a completed Phase, or changes in Legacy Provider cooperation timelines.
3.5 Key Personnel Oversight. The Transition Plan shall be developed under the oversight and direction of qualified personnel from Service Provider's principal office in Reston, VA and Service Provider's secondary Network Operations Center ("NOC") facility located at 200 Portage Avenue, Suite 1500, Winnipeg, MB R3C 3X2, Canada. Service Provider shall ensure that the personnel responsible for developing the Transition Plan have direct experience with enterprise-scale MPLS-to-SD-WAN migrations and familiarity with the ArcMesh platform (version 4.2).
SECTION 4 — MIGRATION PHASES
4.1 Overview. The migration of Customer's three hundred forty (340) managed nodes from the Legacy Infrastructure to Service Provider's SD-WAN platform shall be completed in three (3) sequential Phases over a period of approximately eighteen (18) months from the Effective Date (June 9, 2023), with a targeted Migration Completion Date of December 9, 2024. The Phases are structured to allow for iterative validation of the migration methodology, progressive scaling of migration activities, and incorporation of lessons learned from preceding Phases. Each Phase must be completed and accepted before the subsequent Phase commences, except as otherwise agreed by the Parties in writing.
4.2 Phase 1 — Pilot Migration.
(a) Scope. Phase 1 shall encompass the migration of approximately seventy-five (75) nodes, consisting of a representative mix of hub nodes and spoke nodes across a geographically diverse subset of Customer's locations in the United States and Canada. The specific nodes to be included in Phase 1 shall be identified in the Transition Plan.
(b) Target Commencement. Phase 1 shall commence within forty-five (45) calendar days following Customer's approval of the Transition Plan.
(c) Target Duration. Phase 1 is targeted for completion within four (4) months of its commencement date.
(d) Target Completion. Based on the projected Transition Plan approval and Phase 1 commencement timelines, Phase 1 is targeted for completion approximately in January 2024.
(e) Purpose. The primary purposes of Phase 1 are to: (i) validate the migration methodology and processes developed in the Transition Plan; (ii) confirm the successful integration and operation of the ArcMesh platform (version 4.2) in a production environment across a representative subset of Customer's nodes; (iii) test and refine the acceptance testing procedures set forth in Section 8; (iv) establish and validate coordination protocols with Legacy Provider (Greystone Halcyon Software); and (v) identify and document any issues, risks, or process improvements to be incorporated into subsequent Phases.
(f) Lessons-Learned Review. Within ten (10) business days following the completion of Phase 1 and issuance of the Phase 1 Completion Certificate, the Parties shall conduct a formal lessons-learned review session. The findings, conclusions, and recommendations resulting from such review shall be documented in writing and incorporated, as applicable, into the Transition Plan for Phases 2 and 3. The lessons-learned review shall address, at a minimum: migration process efficiency, Legacy Provider coordination effectiveness, Acceptance Criteria adequacy, Parallel-Run Period duration sufficiency, resource allocation, and any technical challenges encountered.
4.3 Phase 2 — Primary Migration.
(a) Scope. Phase 2 shall encompass the migration of approximately one hundred fifty (150) nodes, representing the largest single tranche of the migration. The specific nodes to be included in Phase 2 shall be identified in the Transition Plan and may be adjusted based on findings from the Phase 1 lessons-learned review.
(b) Target Commencement. Phase 2 shall commence within fifteen (15) business days following the completion of Phase 1 and the issuance of the Phase 1 Completion Certificate.
(c) Target Duration. Phase 2 is targeted for completion within seven (7) months of its commencement date.
(d) Target Completion. Based on projected timelines, Phase 2 is targeted for completion approximately in August 2024.
(e) Expanded Geographic Coverage. Phase 2 shall extend migration activities to Customer locations across the remaining US states and Canadian provinces not fully covered in Phase 1, progressively expanding geographic coverage toward full deployment across all twenty-eight (28) US states and three (3) Canadian provinces.
4.4 Phase 3 — Final Migration.
(a) Scope. Phase 3 shall encompass the migration of the remaining approximately one hundred fifteen (115) nodes, completing the migration of all three hundred forty (340) managed nodes.
(b) Target Commencement. Phase 3 shall commence within fifteen (15) business days following the completion of Phase 2 and the issuance of the Phase 2 Completion Certificate.
(c) Target Duration. Phase 3 is targeted for completion within four (4) months of its commencement date.
(d) Target Completion. Phase 3 shall be completed no later than December 9, 2024, which is eighteen (18) months from the Effective Date, subject to any extensions permitted under Section 10 or otherwise agreed by the Parties in writing.
(e) Legacy Infrastructure Decommissioning. Phase 3 includes the coordination of the orderly decommissioning of all remaining Legacy Infrastructure in accordance with Section 14 of this Side Letter. Service Provider shall work closely with Legacy Provider (Greystone Halcyon Software) during Phase 3 to ensure a seamless transition from Legacy Infrastructure to Service Provider's SD-WAN platform across all nodes.
4.5 Node Allocation. The allocation of specific nodes across Phases 1, 2, and 3 shall be set forth in the Transition Plan and shall be cross-referenced against Schedule 1 to the MSA (Node Locations), which identifies all three hundred forty (340) managed nodes across twenty-eight (28) US states and three (3) Canadian provinces. The node allocation shall take into account factors including geographic distribution, node type (hub or spoke), criticality to Customer's business operations, existing circuit contracts with Legacy Provider, and any dependencies between nodes. A summary of the Phase allocation is set forth in Annex A to this Side Letter.
SECTION 5 — CEDARPOINT'S COORDINATION OBLIGATIONS WITH GREYSTONE NETWORK SOLUTIONS
5.1 Primary Coordination Responsibility. Service Provider shall serve as the primary point of coordination with Legacy Provider (Greystone Halcyon Software) for all technical aspects of the migration. Service Provider shall proactively engage with Legacy Provider to ensure that all technical prerequisites for the migration are met in a timely manner and that Legacy Provider's cooperation is secured for each Phase of the migration.
5.2 Specific Coordination Obligations. Service Provider's coordination obligations with respect to Legacy Provider shall include, without limitation, the following:
(a) Obtaining from Legacy Provider all necessary technical documentation, configuration files, circuit identifiers, router and switch configurations, network topology data, and other information required for each node to facilitate a complete and accurate migration to Service Provider's SD-WAN platform;
(b) Coordinating cutover windows with Legacy Provider's operations team to minimize service disruption to Customer, including scheduling cutovers during agreed-upon maintenance windows and providing advance notice to Legacy Provider in accordance with Legacy Provider's reasonable requirements;
(c) Scheduling and managing joint testing sessions between Service Provider and Legacy Provider during the Parallel-Run Period, including coordinated failover testing, traffic routing validation, and performance comparison testing;
(d) Coordinating with Legacy Provider on circuit disconnect and decommissioning timelines following successful acceptance of migrated nodes, ensuring that Legacy Infrastructure circuits are not disconnected prematurely and that all necessary handoff procedures are completed; and
(e) Escalating to Customer any disputes, non-cooperation, or material delays by Legacy Provider within two (2) business days of Service Provider's becoming aware of such issue, together with a description of the nature of the issue, its potential impact on the migration timeline, and Service Provider's recommended course of action.
5.3 Customer Facilitation. Customer shall use commercially reasonable efforts to facilitate cooperation between Service Provider and Legacy Provider in connection with the migration, including providing written authorization to Legacy Provider directing Legacy Provider to cooperate with Service Provider in connection with the Transition Services. Customer shall deliver such written authorization to Legacy Provider within ten (10) business days of the Effective Date and shall promptly address any requests from Service Provider for additional authorizations or communications to Legacy Provider.
5.4 Customer's Legacy Provider Relationship. Customer retains sole responsibility for managing its contractual relationship with Legacy Provider, including any termination, wind-down, or decommissioning fees, early termination penalties, residual minimum revenue commitments, or other financial obligations owed to Greystone Halcyon Software under Customer's existing agreement with Legacy Provider. Service Provider shall have no liability for any such fees, penalties, or obligations.
5.5 Timeline Relief. Service Provider shall not be relieved of its migration timeline obligations under this Side Letter except to the extent that delays in the migration are directly and demonstrably caused by Legacy Provider's failure to cooperate with Service Provider, provided that Service Provider has (a) timely escalated the issue to Customer in accordance with Section 5.2(e), and (b) used commercially reasonable efforts to mitigate the impact of Legacy Provider's non-cooperation on the migration timeline. Any delay relief claimed by Service Provider under this Section 5.5 shall be documented in writing and shall extend the applicable Phase timeline and the Migration Completion Date only by the number of days of actual delay directly attributable to Legacy Provider's non-cooperation.
SECTION 6 — SERVICE PROVIDER'S MIGRATION OBLIGATIONS
6.1 ArcMesh Deployment. Service Provider shall deploy and configure the ArcMesh platform (version 4.2) at each of Customer's three hundred forty (340) managed nodes in accordance with the technical specifications, design standards, and implementation requirements set forth in Exhibit A (Statement of Work) to the MSA and as further detailed in the Transition Plan. Service Provider shall ensure that each deployment is consistent with the approved technical architecture and topology diagrams for the applicable node.
6.2 Migration Resources. Service Provider shall provide all hardware, software, tools, and labor necessary for the SD-WAN deployment and migration, including without limitation:
(a) Provisioning, configuration, staging, shipping, and installation of SD-WAN edge devices at each node location, including any required rack mounting, cabling, and power provisioning;
(b) Configuration of the ArcMesh platform (version 4.2) for each node, including overlay network configuration, tunnel establishment, routing policy implementation, and orchestration platform enrollment;
(c) Network segmentation and security policy mapping from the Legacy Infrastructure to the SD-WAN platform, ensuring that all existing network segmentation, VLAN configurations, and microsegmentation policies are accurately replicated or improved upon in the SD-WAN environment;
(d) Quality of service (QoS) policy translation and optimization, including mapping of existing MPLS CoS markings to SD-WAN application-aware routing policies and traffic prioritization rules;
(e) Integration with Customer's existing network management, monitoring, and ticketing systems, including API-based integration with Customer's enterprise IT service management platform and any custom reporting dashboards required by Customer; and
(f) End-user acceptance support, including coordination with Customer's local site contacts for physical installation activities and post-cutover validation.
6.3 NOC Supervision. All migration work shall be performed under twenty-four hours per day, seven days per week (24×7) supervision and monitoring from Service Provider's Network Operations Center facilities located in Reston, VA and Winnipeg, MB. Service Provider shall ensure that qualified NOC personnel are available at all times during active migration windows to monitor the migration in real time and to respond immediately to any issues or anomalies.
6.4 Dedicated Migration Project Manager. Service Provider shall assign a dedicated migration project manager for the full duration of the Transition Services. The dedicated migration project manager shall be distinct from, or in addition to, the dedicated service delivery manager referenced in Exhibit A to the MSA. The migration project manager shall serve as Service Provider's primary day-to-day contact for Customer on all matters relating to the Transition Services and shall have authority to make operational decisions regarding the migration within the parameters of the approved Transition Plan.
6.5 Status Reporting. Service Provider shall provide Customer with written status reports on the migration in accordance with the following schedule:
(a) Weekly Status Reports. During active migration periods within a Phase (i.e., periods in which nodes are being actively migrated, tested, or undergoing parallel run), Service Provider shall deliver a written weekly status report to Customer, covering the activities performed during the preceding week, the number of nodes migrated, any issues encountered and their resolution status, and the projected activities for the following week.
(b) Monthly Summary Reports. During interim periods between Phases or during periods of reduced migration activity, Service Provider shall deliver a monthly summary report to Customer, covering overall migration progress, Phase-level milestones achieved, and any updates to the Transition Plan.
6.6 Quarterly Network Performance Reviews. The quarterly network performance reviews required under the MSA shall include a dedicated migration progress section during the Transition Services period. Such section shall summarize the overall migration status, Phase completion percentages, key metrics from acceptance testing, and any material risks or issues affecting the migration timeline.
SECTION 7 — PARALLEL-RUN REQUIREMENTS
7.1 Minimum Parallel-Run Period. For each node or group of nodes being migrated, Service Provider shall operate the ArcMesh SD-WAN platform in parallel with the Legacy Infrastructure for a minimum Parallel-Run Period of fourteen (14) calendar days. The Parallel-Run Period shall commence on the date that the SD-WAN platform is operational at the applicable node(s) and traffic routing through the SD-WAN platform has been initiated.
7.2 Parallel-Run Operations. During the Parallel-Run Period, the following requirements shall apply:
(a) Both the Legacy Infrastructure (MPLS circuits) and the SD-WAN connectivity shall be fully operational at the affected nodes, with both platforms capable of carrying production traffic;
(b) Production traffic shall be routed through the SD-WAN platform as the primary transport path, with automatic failover to the Legacy Infrastructure MPLS circuits in the event of an SD-WAN platform failure or degradation below agreed-upon performance thresholds;
(c) Service Provider shall continuously monitor and log performance metrics on both platforms throughout the Parallel-Run Period, including availability, latency, jitter, packet loss, throughput, and application response times, for the purpose of comparative analysis and acceptance testing;
(d) Customer's VP of Network Operations, Katrina Bosch, or her designee shall have real-time access to parallel-run monitoring dashboards, providing visibility into the performance of both the SD-WAN platform and the Legacy Infrastructure at each node undergoing parallel run; and
(e) Service Provider shall promptly notify Customer of any material performance discrepancies observed between the SD-WAN platform and the Legacy Infrastructure during the Parallel-Run Period.
7.3 Extension of Parallel-Run Period. Customer may extend the Parallel-Run Period for any node or group of nodes by up to an additional fourteen (14) calendar days upon written notice to Service Provider. Such extension shall be at no additional cost to Customer. Customer may exercise this extension right for any reason, including without limitation to gather additional performance data, to accommodate internal change management requirements, or to address concerns identified during the initial Parallel-Run Period.
7.4 Conclusion of Parallel-Run Period. The Parallel-Run Period shall not conclude, and cutover from the Legacy Infrastructure to the SD-WAN platform shall not be deemed complete, until the applicable Acceptance Criteria set forth in Section 8 have been satisfied and Customer has accepted the migrated node(s) in accordance with Section 8.3.
7.5 SLA Exclusion During Parallel Run. During the Parallel-Run Period, the service level agreement targets set forth in Exhibit B to the MSA (including the 99.95% monthly uptime target per node) shall not apply to the nodes undergoing parallel run. SLA measurement for such nodes shall commence upon the issuance of the node-level acceptance confirmation by Customer in accordance with Section 8.3. For the avoidance of doubt, any period of downtime or service degradation experienced at a node during the Parallel-Run Period shall not be counted toward SLA measurement or service credit calculations under Exhibit B.
7.6 Cost Allocation. Service Provider shall bear all incremental costs associated with operating dual platforms during the Parallel-Run Period, including costs for additional bandwidth, dual-monitoring systems, and Service Provider personnel time. Notwithstanding the foregoing, all Legacy Provider circuit charges, access fees, and other amounts payable to Greystone Halcyon Software for the continued operation of the Legacy Infrastructure during the Parallel-Run Period shall remain Customer's sole responsibility.
SECTION 8 — ACCEPTANCE TESTING CRITERIA
8.1 Acceptance Testing. Upon completion of the Parallel-Run Period for each node or batch of nodes (including any extension thereof under Section 7.3), Service Provider shall conduct formal acceptance testing in accordance with the procedures and criteria set forth in this Section 8. Service Provider shall deliver to Customer a written acceptance test report documenting the results of each acceptance test.
8.2 Acceptance Criteria. Each migrated node must satisfy all of the following Acceptance Criteria before it will be deemed accepted by Customer:
(a) Network Availability. The node must achieve at least 99.95% uptime (measured in accordance with the uptime calculation methodology set forth in Exhibit B to the MSA) during the final seven (7) calendar days of the Parallel-Run Period. Any unplanned downtime or service interruption during this measurement window shall be counted against the uptime calculation.
(b) Latency. End-to-end latency measured at the node must not exceed the baseline Legacy Infrastructure latency (as measured during the pre-migration baseline assessment) by more than ten percent (10%). Latency measurements shall be taken at intervals of no less than every five (5) minutes during the acceptance test window and shall include both average and 95th percentile measurements.
(c) Packet Loss. The packet loss rate measured at the node must not exceed one-tenth of one percent (0.1%) during the acceptance test window. Packet loss measurements shall include both synthetic test traffic and production traffic samples.
(d) Throughput. Measured throughput at the node must meet or exceed the bandwidth specifications defined in the applicable Statement of Work (Exhibit A to the MSA) for the node in question, as tested under normal operating conditions and under simulated peak load conditions.
(e) Security. All firewall rules, access control lists, intrusion detection/prevention system policies, and other security policies applicable to the node must be confirmed as properly migrated, accurately configured, and fully functional on the ArcMesh platform. Service Provider shall provide Customer with a security configuration validation report for each node, demonstrating parity with or improvement over the Legacy Infrastructure security posture.
(f) Application Performance. All business-critical applications identified by Customer in the Transition Plan or otherwise designated by Customer prior to the commencement of the applicable Phase must perform within acceptable parameters as measured against pre-migration performance benchmarks. Application performance metrics shall include response time, transaction throughput, and error rates.
(g) Failover Testing. Automated failover from the primary transport path to the secondary transport path must complete within the threshold times defined in the Transition Plan (and in no event exceeding thirty (30) seconds for critical hub nodes or sixty (60) seconds for spoke nodes). Failback to the primary path upon restoration must also be tested and confirmed.
(h) Monitoring Integration. The node must be fully visible, enrolled, and actively reporting in Service Provider's 24×7 NOC monitoring systems at both the Reston, VA and Winnipeg, MB facilities. All monitoring alerts, event correlation rules, and automated remediation workflows must be confirmed as operational for the node.
8.3 Customer Review of Acceptance Test Results. Customer shall have five (5) business days following Service Provider's delivery of the acceptance test results report to review such results and either: (a) accept the migrated node(s) by issuing a written acceptance confirmation to Service Provider; or (b) deliver a written rejection notice to Service Provider specifying the Acceptance Criteria that have not been met, together with a description of the observed deficiency and any supporting data. Failure by Customer to respond within the five (5) business day period shall not be deemed acceptance.
8.4 Remediation and Re-Testing. In the event Customer issues a rejection notice under Section 8.3(b), Service Provider shall remediate the identified deficiencies and repeat the applicable acceptance testing within ten (10) business days following receipt of Customer's rejection notice. Service Provider shall deliver a new acceptance test report to Customer upon completion of re-testing, and Customer shall have five (5) business days to review such results and accept or reject the node(s) in accordance with Section 8.3.
8.5 Repeated Failures. If a node fails acceptance testing three (3) consecutive times (i.e., the initial test plus two re-tests), Customer may, at its sole election: (a) invoke the Rollback procedures set forth in Section 9 for that node; and/or (b) defer the migration of that node to a subsequent Phase or to a mutually agreed date outside the original Phase schedule. Service Provider shall cooperate fully with Customer's exercise of either or both of these remedies.
8.6 Phase Completion Certificate. Upon acceptance of all nodes within a Phase (whether through initial acceptance or upon successful re-testing and acceptance following remediation), the Parties shall jointly execute a Phase Completion Certificate confirming the successful completion and acceptance of all nodes in the applicable Phase. The Phase Completion Certificate shall identify each accepted node by node ID, site address, acceptance date, and any exceptions or conditions noted by the Parties.
SECTION 9 — ROLLBACK PROCEDURES
9.1 Rollback Right. At any point during the migration of a node or group of nodes (including during the Parallel-Run Period and during acceptance testing), Customer may instruct Service Provider in writing to initiate a Rollback of the affected nodes to the Legacy Infrastructure. Customer's right to initiate a Rollback is not conditioned upon any particular cause or trigger and may be exercised in Customer's sole and reasonable discretion.
9.2 Rollback Triggers. Without limiting the generality of Section 9.1, Rollback triggers include, without limitation:
(a) Failure of a node to meet the Acceptance Criteria after three (3) consecutive acceptance test attempts, as set forth in Section 8.5;
(b) Material service degradation at one or more nodes during the Parallel-Run Period, as reasonably determined by Customer based on the performance metrics monitored during the Parallel-Run Period;
(c) A security incident or vulnerability identified in connection with the migration that, in Customer's reasonable judgment, poses a material risk to Customer's network or data;
(d) Customer's exercise of its right to delay a migration Phase under Section 10, to the extent Customer elects to revert already-migrated-but-not-yet-accepted nodes in connection with such delay;
(e) A force majeure event affecting migration activities at the applicable nodes; and
(f) Any other circumstance in which Customer reasonably determines that continued operation on the SD-WAN platform at the affected nodes poses an unacceptable risk to Customer's business operations.
9.3 Rollback Execution. Upon receipt of a Rollback instruction from Customer, Service Provider shall promptly execute the following steps:
(a) Revert all traffic routing at the affected nodes to the Legacy Infrastructure MPLS circuits within four (4) hours for critical hub nodes and within eight (8) hours for spoke nodes, as measured from the time of Customer's Rollback instruction;
(b) Preserve all configuration data, logs, diagnostic information, and performance data from the SD-WAN deployment at the affected nodes for post-Rollback analysis. Such data shall be retained for a minimum of ninety (90) days following the Rollback and shall be made available to Customer upon request;
(c) Coordinate with Legacy Provider (Greystone Halcyon Software) to confirm restoration of full Legacy Infrastructure service at each affected node, including verification that all MPLS circuits are operational and carrying traffic as expected; and
(d) Deliver a written Rollback completion report to Customer within two (2) business days of the completion of the Rollback, detailing the actions taken, the current status of each affected node, and a preliminary root cause analysis of the circumstances that led to the Rollback.
9.4 Rollback Costs. All costs associated with the Rollback (including Service Provider's labor, equipment handling, reconfiguration, and coordination costs) shall be borne solely by Service Provider. Notwithstanding the foregoing, Legacy Provider circuit charges, reactivation fees, or other amounts payable to Greystone Halcyon Software in connection with the restoration of Legacy Infrastructure service shall remain Customer's sole responsibility.
9.5 Continued Migration Obligation. A Rollback shall not relieve Service Provider of its obligation to complete the migration of the affected nodes to Service Provider's SD-WAN platform. Following a Rollback, the affected nodes shall be rescheduled for migration in a subsequent Phase or at a mutually agreed date, and Service Provider shall address the root cause of the Rollback prior to reattempting the migration of such nodes. The rescheduled migration shall be reflected in an amendment to the Transition Plan.
SECTION 10 — CUSTOMER'S RIGHT TO DELAY MIGRATION PHASES
10.1 Delay Right. Customer may delay the commencement of any Phase (including Phase 1) by providing Service Provider with no less than thirty (30) calendar days' prior written notice. Such notice shall specify the Phase to be delayed and the expected duration of the delay (not to exceed the maximum period set forth in Section 10.3).
10.2 Delay Reasons. Customer may exercise its delay right under this Section 10 for any reason, including but not limited to:
(a) Customer's internal business or operational considerations, including organizational changes, budget cycles, or internal resource availability;
(b) Ongoing issues with Legacy Provider (Greystone Halcyon Software) that affect migration readiness, including delays in obtaining technical documentation, circuit information, or other cooperation from Legacy Provider;
(c) Results of a preceding Phase that indicate a need for additional preparation, process refinement, or technical adjustments before proceeding to the next Phase; and
(d) Changes in Customer's network requirements, enterprise location footprint, or strategic technology direction that necessitate a reassessment of the migration schedule or scope.
10.3 Maximum Delay Period. Each delay exercised under this Section 10 shall not exceed ninety (90) calendar days per Phase. Any delay in excess of ninety (90) calendar days shall require the mutual written agreement of both Parties.
10.4 Impact on Migration Completion Date. If Customer exercises a delay under this Section 10, the overall Migration Completion Date shall be automatically extended by the duration of the delay on a day-for-day basis, and all subsequent Phase timelines shall be adjusted accordingly. For the avoidance of doubt, a Customer-initiated delay shall not constitute a breach of this Side Letter or the MSA by either Party.
10.5 No Fees or Penalties. Service Provider shall not charge Customer any fees, penalties, standby charges, or other amounts for Customer's exercise of its right to delay, provided that Customer provides the required thirty (30) calendar days' prior written notice. Customer acknowledges that it may incur incremental costs with Legacy Provider during any delay period as a result of the continued operation of the Legacy Infrastructure; such costs shall be Customer's sole responsibility.
10.6 Team Readiness. During any delay period, Service Provider shall maintain its migration team readiness and keep the Transition Plan current. Service Provider shall not reassign key migration personnel during a delay period of sixty (60) calendar days or less without Customer's prior written consent.
SECTION 11 — STAFFING AND KEY PERSONNEL
11.1 Dedicated Resources. Service Provider shall assign a dedicated migration project manager and a dedicated technical migration lead for the full duration of the Transition Services. These individuals shall possess demonstrable experience in enterprise-scale MPLS-to-SD-WAN migration engagements and shall be available as primary points of contact for Customer throughout the migration.
11.2 Personnel Changes. Service Provider shall not reassign or replace key migration personnel (including the migration project manager and technical migration lead) without providing Customer with at least fifteen (15) business days' prior written notice. Any proposed replacement must possess qualifications and experience substantially equivalent to (or exceeding) those of the individual being replaced, and Customer shall have the right to approve or reject the proposed replacement, such approval not to be unreasonably withheld. In the event Customer reasonably rejects a proposed replacement, Service Provider shall propose an alternative replacement candidate within ten (10) business days.
11.3 Customer Key Contacts. Customer's key contacts for the Transition Services are as follows:
• Katrina Bosch, VP of Network Operations, Northgate Americas, Inc. — primary operational point of contact for the Transition Services;
• Deirdre Kwan, VP of Procurement, North America, Northgate Americas, Inc. — responsible for commercial, contractual, and procurement matters relating to the Transition Services; and
• Alistair Pemberton, CTO, Northgate Telecommunications PLC (Customer's parent company) — responsible for strategic technology oversight and executive escalation.
11.4 Site Access and Compliance. Service Provider personnel performing on-site work at Customer locations in connection with the Transition Services shall comply with all of Customer's site access, physical security, information security, and safety policies, as communicated to Service Provider from time to time. Service Provider shall ensure that its personnel complete any required site access training, background checks, or security clearance procedures prior to performing on-site work.
11.5 Indemnification. The indemnification obligations set forth in Article XII of the MSA (including without limitation Service Provider's indemnification of Customer for bodily injury or property damage arising from the acts or omissions of Service Provider's personnel while on Customer premises) shall apply fully and without limitation to Service Provider personnel performing Transition Services at Customer locations or otherwise in connection with this Side Letter.
SECTION 12 — REPORTING AND GOVERNANCE
12.1 Weekly Migration Status Reports. Service Provider shall deliver weekly migration status reports to Customer every Friday by 5:00 PM Eastern Time during active migration periods. Each weekly status report shall include: (a) a summary of migration activities performed during the reporting week; (b) the number of nodes migrated, in parallel run, and accepted during the reporting week; (c) a cumulative migration progress summary by Phase; (d) identification of any issues, risks, or blockers and their status; (e) any required actions or decisions from Customer; and (f) a look-ahead plan for the following week.
12.2 Monthly Executive Summary Reports. Service Provider shall deliver monthly executive summary reports to Customer within five (5) business days after the end of each calendar month. Monthly executive summary reports shall provide a high-level overview of migration progress, key milestones achieved, budget and resource utilization, and any strategic issues requiring executive attention.
12.3 Migration Steering Committee. The Parties shall establish a bi-weekly migration steering committee that shall meet every other week (or more frequently as circumstances warrant) during the Transition Services period. Attendees shall include, at a minimum, a representative from Customer (Katrina Bosch, VP of Network Operations, or her designee) and a representative from Service Provider (the migration project manager or his/her designee). The migration steering committee shall review migration progress, address open issues, make decisions on change requests, and provide overall governance direction for the Transition Services. Meeting agendas shall be circulated by Service Provider at least two (2) business days in advance, and meeting minutes shall be prepared by Service Provider and distributed within three (3) business days following each meeting.
12.4 Escalation Protocol. Unresolved migration issues shall be escalated sequentially through the following escalation tiers:
(a) Tier 1 — Migration Project Managers: The migration project managers from each Party shall attempt to resolve the issue within five (5) business days.
(b) Tier 2 — VP-Level Contacts: If the issue is not resolved at Tier 1, it shall be escalated to the VP-level contacts: Katrina Bosch, VP of Network Operations (Customer) and Service Provider's VP of Operations. The VP-level contacts shall attempt to resolve the issue within five (5) business days.
(c) Tier 3 — Executive Sponsors: If the issue is not resolved at Tier 2, it shall be escalated to the executive sponsors: Warren Liang, President of Northgate Americas, Inc. (Customer) and Rajiv Sundaram, CEO of Cedarpoint Systems Integration, Inc. (Service Provider). The executive sponsors shall attempt to resolve the issue within ten (10) business days. If the issue remains unresolved following the executive sponsor escalation, either Party may pursue its remedies under the MSA, including the dispute resolution procedures set forth therein.
12.5 Shared Project Repository. All reports, meeting minutes, Transition Plan documents, acceptance test results, Phase Completion Certificates, and other project documentation shall be maintained in a shared electronic project repository accessible by authorized personnel of both Parties. Service Provider shall be responsible for establishing and maintaining the project repository and shall ensure that it is organized, current, and accessible at all times.
SECTION 13 — DATA MIGRATION AND SECURITY
13.1 Compliance with MSA Data Security Requirements. Service Provider shall comply with all data security and privacy requirements set forth in Exhibit E to the MSA (Data Security and Privacy Requirements) during the performance of the Transition Services. Without limiting the foregoing, Service Provider shall implement and maintain appropriate technical and organizational measures to protect Customer data against unauthorized access, disclosure, alteration, or destruction during the migration process.
13.2 Confidentiality. Any data migrated, copied, accessed, or otherwise handled by Service Provider in connection with the Transition Services shall be treated as Confidential Information and shall be handled in accordance with the confidentiality obligations set forth in Article X of the MSA and the Mutual Non-Disclosure Agreement dated February 22, 2023 between the Parties. Service Provider shall limit access to Customer data to those Service Provider personnel who have a need to know in connection with the performance of the Transition Services and who are bound by confidentiality obligations at least as protective as those set forth in the MSA.
13.3 Data Jurisdiction. Service Provider shall ensure that no Customer data is stored, processed, or transmitted outside the jurisdictions specified in the MSA (including, for the avoidance of doubt, the United States and Canada) without Customer's prior written consent. Service Provider shall implement appropriate controls to ensure that data handling during the migration complies with all applicable data localization requirements.
13.4 Security Incident Reporting. Any security incident (as defined in Exhibit E to the MSA) arising during the migration shall be reported to Customer within the timeframes specified in Exhibit E. Without limiting the foregoing, Service Provider shall notify Customer of any suspected or confirmed security incident affecting Customer data or Customer's network within twenty-four (24) hours of discovery. Any such security incident shall be subject to the indemnification provisions of the MSA, including the uncapped indemnification obligations for data breaches caused by Service Provider's negligence or willful misconduct, as set forth in Article XII of the MSA.
SECTION 14 — LEGACY INFRASTRUCTURE DECOMMISSIONING
14.1 Decommissioning Coordination. Following the successful completion and acceptance of each Phase (as evidenced by the issuance of the applicable Phase Completion Certificate), Service Provider shall coordinate with Legacy Provider (Greystone Halcyon Software) on the orderly decommissioning of Legacy Infrastructure MPLS circuits at the accepted nodes. Such coordination shall include identifying the circuits to be disconnected, confirming that all production traffic has been fully transitioned to the SD-WAN platform, and scheduling circuit disconnect activities with Legacy Provider.
14.2 Customer Authorization Required. Decommissioning of Legacy Infrastructure shall not commence until Customer provides written authorization to proceed. Customer shall provide such written authorization within ten (10) business days of issuance of the applicable Phase Completion Certificate, unless Customer reasonably determines that a delay is warranted due to operational considerations. Customer's written authorization shall specify the nodes and circuits authorized for decommissioning.
14.3 Decommissioning Coordination Report. Service Provider shall provide Customer with a decommissioning coordination report for each Phase, which shall include: (a) a complete list of all Legacy Infrastructure circuits to be disconnected, identified by circuit ID and node location; (b) target disconnect dates for each circuit, coordinated with Legacy Provider; (c) confirmation that continued connectivity via the SD-WAN platform has been verified at each node; and (d) any coordination issues or dependencies with Legacy Provider that may affect the decommissioning timeline.
14.4 Customer's Legacy Provider Financial Obligations. Customer acknowledges and agrees that any early termination fees, decommissioning charges, minimum revenue commitment shortfalls, circuit disconnect fees, or other residual financial obligations owed to Legacy Provider under Customer's separate agreement with Greystone Halcyon Software are and shall remain Customer's sole responsibility. Service Provider shall have no liability for any such fees, charges, or obligations, regardless of whether such fees or charges arise in connection with the migration contemplated by this Side Letter.
SECTION 15 — WARRANTIES
15.1 Professional Standards. Service Provider warrants that the Transition Services will be performed in a professional and workmanlike manner, consistent with industry standards and best practices for enterprise-scale network migration engagements of similar size, scope, and complexity. Service Provider further warrants that the Transition Services will be performed by qualified personnel with appropriate training and experience in SD-WAN deployment and MPLS-to-SD-WAN migration.
15.2 Post-Migration Conformity. Service Provider warrants that upon completion of each Phase, the migrated nodes will operate in material conformity with the technical specifications set forth in Exhibit A (Statement of Work) to the MSA and will meet the Acceptance Criteria defined in Section 8 of this Side Letter. This warranty shall survive the issuance of each Phase Completion Certificate for a period of twelve (12) months.
15.3 ArcMesh Platform Functionality. Service Provider warrants that the ArcMesh platform (version 4.2) will function materially as described in the MSA, the applicable product documentation, and the technical specifications following migration and deployment at each node. Service Provider shall promptly remediate any defects or non-conformities in the ArcMesh platform that are identified during or after the migration.
15.4 Resource Sufficiency. Service Provider warrants that it has, and will maintain throughout the Transition Services period, sufficient trained personnel and technical resources to complete the migration within the timeline set forth in Section 4, subject to permitted extensions under Section 10 or as otherwise mutually agreed by the Parties in writing.
SECTION 16 — REMEDIES FOR MIGRATION DELAYS
16.1 Liquidated Damages. If Service Provider fails to complete any Phase within the timeline specified in Section 4 (as may be extended pursuant to Section 10, by mutual agreement, or due to Legacy Provider non-cooperation properly escalated under Section 5.5), and such failure is not attributable to: (i) Customer's acts or omissions, (ii) Legacy Provider non-cooperation that has been timely escalated to Customer in accordance with Section 5.2(e) and not resolved despite Customer's commercially reasonable efforts, or (iii) a force majeure event as defined in the MSA, then Customer shall be entitled to the following remedies:
(a) Liquidated Damages. Liquidated damages in the amount of Twenty-Five Thousand Dollars ($25,000) per week (or proportional fraction thereof) of delay per Phase, commencing on the first business day following the scheduled Phase completion date and accruing weekly thereafter. Liquidated damages under this subsection (a) shall be capped at Five Hundred Thousand Dollars ($500,000) per Phase. The Parties acknowledge and agree that the liquidated damages set forth in this subsection (a) represent a reasonable estimate of Customer's anticipated damages resulting from migration delays and are not intended as a penalty.
(b) Third-Party Resources. The right to engage third-party resources, at Service Provider's reasonable expense, to accelerate the migration, subject to Service Provider's reasonable cooperation and provided that Customer provides Service Provider with at least ten (10) business days' prior written notice of its intent to engage such third-party resources. Service Provider's financial responsibility for third-party resources under this subsection (b) shall not exceed the remaining value of the professional services fees allocable to the delayed Phase.
16.2 Material Breach. If the overall Migration Completion Date is missed by more than ninety (90) calendar days (other than due to Customer-initiated delays under Section 10, Legacy Provider non-cooperation properly escalated under Section 5.5, or force majeure events), such failure shall constitute a material breach of the MSA, entitling Customer to exercise its termination rights under the MSA, including any rights to terminate for cause and recover applicable termination damages.
16.3 Cumulative Remedies. Liquidated damages under this Section 16 are in addition to, and not in lieu of, any service credits to which Customer may be entitled under Exhibit B to the MSA for SLA failures at nodes that have been accepted and transitioned to Service Provider's platform. The remedies set forth in this Section 16 are cumulative and do not limit any other remedies available to Customer under the MSA or at law or in equity, except as expressly limited by the limitation of liability provisions of the MSA.
SECTION 17 — INSURANCE
17.1 Required Coverages. During the Transition Services period, Service Provider shall maintain all insurance coverages required under Exhibit F to the MSA, including without limitation the following minimum coverage levels:
17.2 Current Carrier. Service Provider's current insurance carrier for the coverages identified in Section 17.1 is Braeburn Mutual Insurance Company, located at 280 Farmington Avenue, Hartford, CT 06105. Service Provider shall notify Customer at least thirty (30) calendar days prior to any change in insurance carrier.
17.3 Certificates of Insurance. Certificates of insurance evidencing all required coverages and naming Northgate Americas, Inc. as an additional insured on the Commercial General Liability and Cyber Liability policies shall be delivered to Customer prior to the commencement of Phase 1. Updated certificates shall be provided upon each policy renewal during the Transition Services period.
SECTION 18 — TERM AND SURVIVAL
18.1 Term. This Side Letter shall be effective as of June 9, 2023 (the Effective Date) and shall remain in full force and effect until the earlier of: (a) the Migration Completion Date and issuance of the final Phase 3 Completion Certificate, at which point the Transition Services shall be deemed complete; or (b) the termination of the MSA in accordance with its terms.
18.2 Survival. The following sections of this Side Letter shall survive the expiration or termination of this Side Letter for a period of twelve (12) months: Section 9 (Rollback Procedures), Section 13 (Data Migration and Security), Section 15 (Warranties), and Section 16 (Remedies for Migration Delays). The survival of such sections shall be in addition to, and shall not limit, the survival of any corresponding obligations under the MSA.
18.3 MSA Survival Provisions. All obligations under the MSA that survive termination or expiration of the MSA (including, without limitation, confidentiality, indemnification, limitation of liability, and intellectual property provisions) shall likewise survive with respect to the Transit

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