[sheet: Closing Checklist]

Item No.	Document / Deliverable	MSA Section Reference	Responsible Party	Target Delivery Date	Actual Delivery Date	Status	Notes / Comments
1	Master Services Agreement — Execution Version (dated June 9, 2023) between Northgate Americas, Inc. (Customer/Licensee) and Cedarpoint Systems Integration, Inc. (Service Provider/Licensor)	N/A (principal agreement)	Calderwood & Harkness LLP / Whitfield Graves & Morrow LLP	June 9, 2023	June 9, 2023	Confirmed	Signed by Warren Liang (President, Northgate Americas, Inc.) and Rajiv Sundaram (CEO, Cedarpoint Systems Integration, Inc.). 5-year initial term (June 9, 2023 – June 8, 2028). TCV $75,000,000. Governed by New York law. Two counterpart originals held by each party.
2	Exhibit A — Statement of Work / Service Descriptions	MSA Section 2 / Exhibit A	Calderwood & Harkness LLP	June 9, 2023	June 9, 2023	Confirmed	Scope: managed WAN across 340 nodes in 28 US states and 3 Canadian provinces; SD-WAN deployment using ArcMesh platform v4.2; 24×7 NOC monitoring from Reston, VA and Winnipeg, MB; migration from Greystone Halcyon Software legacy MPLS infrastructure in 3 phases over 18 months; cybersecurity monitoring and incident response; dedicated service delivery manager.
3	Exhibit B — Service Level Agreement	MSA Section 5 / Exhibit B	Calderwood & Harkness LLP	June 9, 2023	June 9, 2023	Confirmed	99.95% monthly uptime per node. Tiered service credits: 5% ($62,500/mo) at 99.90%–99.94%; 10% ($125,000/mo) at 99.50%–99.89%; 20% ($250,000/mo) below 99.50%. Annual SLA credit cap: $3,150,000 (30% of $10,500,000 annual managed services fees). Material breach after 3 consecutive months below 99.50%.
4	Exhibit C — Pricing Schedule and Fee Structure	MSA Section 6 / Exhibit C	Calderwood & Harkness LLP	June 9, 2023	June 9, 2023	Confirmed	ACV $15,000,000/yr; monthly run-rate $1,250,000. Managed network services: $10,500,000/yr (70%). ArcMesh platform license & maintenance: $3,000,000/yr (20%). Professional services: $1,500,000/yr (10%). Includes most favored nation pricing provision (≥200 nodes comparable volume, >3% differential trigger, 45-day retroactive credit, 30-day prospective adjustment, annual audit rights).
5	Exhibit D — Acceptable Use Policy	MSA Section 7 / Exhibit D	Calderwood & Harkness LLP	June 9, 2023	June 9, 2023	Confirmed	Governs Northgate's use of managed network and ArcMesh platform. Covers prohibited activities, telecom regulatory compliance, content restrictions.
6	Exhibit E — Data Security and Privacy Requirements	MSA Section 8 / Exhibit E	Calderwood & Harkness LLP	June 9, 2023	June 9, 2023	Confirmed	Data handling standards, encryption, breach notification procedures, audit rights, data localization, retention/destruction. Tied to Cedarpoint indemnification for data breaches caused by negligence or willful misconduct.
7	Exhibit F — Insurance Requirements	MSA Section 10 / Exhibit F	Calderwood & Harkness LLP	June 9, 2023	June 9, 2023	Confirmed	Minimum coverage: Cyber liability $25M per occurrence / $50M aggregate; Tech E&O $20M per occurrence / $40M aggregate; CGL $5M per occurrence / $10M aggregate. Current carrier: Braeburn Mutual Insurance Company.
8	Schedule 1 — Node Locations (340 nodes)	MSA Section 2.2 / Schedule 1	Northgate Americas, Inc. (Katrina Bosch, VP of Network Operations)	June 9, 2023	June 9, 2023	Confirmed	Listing of all 340 managed node locations across 28 US states and 3 Canadian provinces with node IDs, site addresses, node type (hub/spoke), current connectivity provider, and migration phase assignment (Phase 1, 2, or 3).
9	Schedule 2 — Change of Control Provisions	MSA Section 14 / Schedule 2	Calderwood & Harkness LLP	June 9, 2023	June 9, 2023	Confirmed	Four-prong change of control definition (>50% voting equity, non-surviving merger, asset sale, board-turnover in 12 months). 90-day advance notice; 60-day election period; 180-day termination notice. Current ownership: Ridgeline Capital Partners, LP 62%; Rajiv Sundaram 18%; Teresa Cho 12%; other 8%. Anti-assignment provision.
10	Schedule 3 — Most Favored Nation Pricing Terms	MSA Section 6.4 / Schedule 3	Calderwood & Harkness LLP	June 9, 2023	June 9, 2023	Confirmed	Comparable customer volume ≥200 managed nodes; trailing 12-month benchmark; >3% pricing differential trigger; 45-day retroactive credit; 30-day prospective adjustment; annual audit right with cost allocation.
11	Escrow Agreement — Northgate Americas, Inc., Cedarpoint Systems Integration, Inc., and Dravello National Bank	MSA Section 15 / Escrow Agreement	Calderwood & Harkness LLP / Whitfield Graves & Morrow LLP / Dravello National Bank (Brian Caulfield, Relationship Manager)	June 9, 2023	June 9, 2023	Confirmed	Tri-party escrow agreement. Escrow account: FNB-ESC-2023-07742. Annual deposit $750,000 (5% of ACV); aggregate cap $3,750,000 over 5 years. Release conditions: change of control termination, material breach termination, natural expiration. NY governing law.
12	Mutual Non-Disclosure Agreement — Northgate Americas, Inc. / Cedarpoint Systems Integration, Inc.	MSA Section 12 (referenced predecessor NDA)	Calderwood & Harkness LLP	February 22, 2023 (pre-existing)	June 9, 2023 (confirmed on file)	Confirmed	Executed February 22, 2023. 3-year confidentiality term. NY governing law. Referenced in MSA Section 12 (Confidentiality). Copy included in closing binder.
13	Transition Services Side Letter — Migration from Greystone Halcyon Software	MSA Section 2.3 / Side Letter	Calderwood & Harkness LLP / Whitfield Graves & Morrow LLP	June 9, 2023	June 9, 2023	Confirmed	Supplements MSA with detailed transition terms for legacy MPLS to SD-WAN/ArcMesh migration. 3-phase migration over 18 months. Covers coordination with Greystone Halcyon Software, parallel-run requirements, rollback procedures, acceptance testing, 30-day delay right.
14	Officer's Certificate — Cedarpoint Systems Integration, Inc.	MSA Section 9.2(a)	Whitfield Graves & Morrow LLP / Cedarpoint Systems Integration, Inc.	June 9, 2023	June 9, 2023	Confirmed	Executed by Rajiv Sundaram (CEO). Certifies: due organization and good standing in Delaware; corporate power and authority; board authorization; no material litigation pending or threatened; representations and warranties true and correct as of signing date.
15	Officer's Certificate — Northgate Americas, Inc.	MSA Section 9.1(a)	Calderwood & Harkness LLP / Northgate Americas, Inc.	June 9, 2023	June 9, 2023	Confirmed	Executed by Warren Liang (President). Certifies: due organization and good standing in Delaware; corporate power and authority; due authorization; representations and warranties true and correct as of signing date.
16	Secretary's Certificate — Cedarpoint Systems Integration, Inc.	MSA Section 9.2(b)	Whitfield Graves & Morrow LLP / Cedarpoint Systems Integration, Inc.	June 9, 2023	June 16, 2023	Confirmed	Attaches: board resolutions authorizing MSA and ancillary documents; certificate of incorporation and bylaws (as amended); Delaware Secretary of State certificate of good standing; incumbency certificate for Rajiv Sundaram (CEO), Philip Hargreaves (CFO), and Nadia Okafor (General Counsel). Initially outstanding at signing; delivered June 16, 2023.
17	Legal Opinion Letter — Whitfield Graves & Morrow LLP (Douglas Fenn)	MSA Section 9.2(c)	Whitfield Graves & Morrow LLP	June 9, 2023	June 9, 2023	Confirmed	Addressed to Northgate Americas, Inc. and Calderwood & Harkness LLP. Opines on: due organization and good standing (Delaware); due authorization; enforceability (subject to customary qualifications); no violation of charter documents or material agreements.
18	Certificates of Insurance — Braeburn Mutual Insurance Company (Cyber Liability Policy)	MSA Section 10.1 / Exhibit F	Cedarpoint Systems Integration, Inc. / Braeburn Mutual Insurance Company	June 9, 2023	June 16, 2023	Confirmed	Cyber liability: $25,000,000 per occurrence / $50,000,000 aggregate. Naming Northgate Americas, Inc. as additional insured. Carrier: Braeburn Mutual Insurance Company, 280 Farmington Avenue, Hartford, CT 06105. Initially outstanding at signing; delivered June 16, 2023.
19	Certificates of Insurance — Braeburn Mutual Insurance Company (Technology E&O Policy)	MSA Section 10.1 / Exhibit F	Cedarpoint Systems Integration, Inc. / Braeburn Mutual Insurance Company	June 9, 2023	June 16, 2023	Confirmed	Tech E&O: $20,000,000 per occurrence / $40,000,000 aggregate. Naming Northgate Americas, Inc. as additional insured. Carrier: Braeburn Mutual Insurance Company. Initially outstanding at signing; delivered June 16, 2023.
20	Certificates of Insurance — Commercial General Liability	MSA Section 10.1 / Exhibit F	Cedarpoint Systems Integration, Inc.	June 9, 2023	June 16, 2023	Confirmed	CGL: $5,000,000 per occurrence / $10,000,000 aggregate. Naming Northgate Americas, Inc. as additional insured. Delivered June 16, 2023.
21	Confirmation of Initial Escrow Deposit ($750,000) to Dravello National Bank	Escrow Agreement Section 2.1	Cedarpoint Systems Integration, Inc. / Dravello National Bank	June 9, 2023	June 16, 2023	Confirmed	Initial deposit of $750,000 to escrow account FNB-ESC-2023-07742 at Dravello National Bank, 401 South Tryon Street, Suite 1200, Charlotte, NC 28202. Confirmation received from Brian Caulfield (Relationship Manager) on June 16, 2023.
22	Good Standing Certificate — Cedarpoint Systems Integration, Inc. (Delaware Secretary of State)	MSA Section 9.2(b)	Whitfield Graves & Morrow LLP	June 9, 2023	June 9, 2023	Confirmed	Certificate of good standing from Delaware Secretary of State. Attached to Secretary's Certificate. Registered office: c/o Calvert Corporate Services, Inc., 1209 Orange Street, Wilmington, DE 19801.
23	Good Standing Certificate — Northgate Americas, Inc. (Delaware Secretary of State)	MSA Section 9.1(b)	Calderwood & Harkness LLP	June 9, 2023	June 9, 2023	Confirmed	Certificate of good standing from Delaware Secretary of State. Registered office: c/o Calvert Corporate Services, Inc., 1209 Orange Street, Wilmington, DE 19801. EIN: 84-3291067.
SUMMARY	Total Items: 23	Confirmed: 23	Pending: 0	Received (not yet Confirmed): 0	Formal close-out: June 20, 2023	All Confirmed	Closing checklist prepared by Christy Bauer, Calderwood & Harkness LLP. Matter No. 1022-00008.

[sheet: Key Dates & Post-Closing]

Item No.	Date	Event / Obligation	Responsible Party	Notes
1	February 22, 2023	Mutual NDA executed	Northgate Americas, Inc. / Cedarpoint Systems Integration, Inc.	Predecessor NDA; 3-year confidentiality term.
2	March 14, 2023	Engagement opened at Calderwood & Harkness LLP	Calderwood & Harkness LLP	Matter No. 1022-00008. Engagement letter to Marcus Harcourt, General Counsel, Northgate Telecommunications PLC.
3	April 3, 2023	First draft MSA circulated	Calderwood & Harkness LLP (Christy Bauer)	Sent to Whitfield Graves & Morrow LLP (Douglas Fenn / Simone Alvarez).
4	April 21, 2023	Cedarpoint/WGM redline received	Whitfield Graves & Morrow LLP	Redline of first draft MSA.
5	May 5, 2023	Second draft MSA circulated	Calderwood & Harkness LLP (Christy Bauer)	Incorporated Northgate responses to April 21 redline.
6	May 19, 2023	Cedarpoint/WGM counter-redline received	Whitfield Graves & Morrow LLP	Counter-redline of second draft.
7	June 1, 2023	Final in-person negotiation session	All parties	Held at Calderwood & Harkness LLP, 600 Lexington Avenue, 30th Floor, New York, NY 10022. Attendees: Colette Whitman, Christy Bauer, Deirdre Kwan, Katrina Bosch (Northgate side); Douglas Fenn, Simone Alvarez, Nadia Okafor, Philip Hargreaves (Cedarpoint side).
8	June 9, 2023	Signing / Closing / Services commencement	All parties	MSA, escrow agreement, transition side letter executed. Signing and closing simultaneous per MSA Section 2.1.
9	June 12, 2023	Follow-up on outstanding deliverables	Christy Bauer (C&H) to Simone Alvarez (WGM)	Email requesting secretary's certificate, insurance certificates, and escrow deposit confirmation by June 16, 2023.
10	June 16, 2023	Outstanding deliverables received	Cedarpoint / WGM / Braeburn Mutual / Dravello National Bank	Secretary's certificate, insurance certificates (cyber, E&O, CGL), and initial escrow deposit confirmation all received.
11	June 20, 2023	Formal close-out — all closing deliverables confirmed	Calderwood & Harkness LLP (Christy Bauer / Colette Whitman)	Closing memorandum to Marcus Harcourt and Deirdre Kwan issued. Closing binder assembled.
12	Phase 1 — commencing June 9, 2023	Migration Phase 1 commencement (legacy MPLS to SD-WAN)	Cedarpoint Systems Integration, Inc.	3-phase migration from Greystone Halcyon Software over 18 months. Coordination per Transition Services Side Letter.
13	Recurring — annually on anniversary	Escrow deposit of $750,000 due	Cedarpoint Systems Integration, Inc.	To Dravello National Bank, account FNB-ESC-2023-07742. Aggregate cap $3,750,000 over 5 years.
14	Recurring — once per calendar year	MFN pricing audit window	Northgate Americas, Inc.	Annual audit right to verify most favored nation pricing compliance. At Cedarpoint's cost if violation found; Northgate's cost if none.
15	~December 11, 2027 (180 days prior to June 8, 2028)	Non-renewal notice deadline (initial term)	Either party	If either party wishes to prevent automatic 2-year renewal, must provide 180 days' written notice prior to term expiration (i.e., by approximately December 11, 2027).
16	June 8, 2028	Initial term expiration	Northgate Americas, Inc. / Cedarpoint Systems Integration, Inc.	5-year initial term. Two automatic 2-year renewals unless 180-day non-renewal notice given.

[sheet: Parties & Contacts]

Entity / Firm	Role	Key Contact	Title	Address	Notes
Northgate Americas, Inc.	Customer / Licensee (contracting entity)	Warren Liang	President	1700 Market Street, Suite 2400, Philadelphia, PA 19103	Wholly owned subsidiary of Northgate Telecommunications PLC. EIN: 84-3291067. Registered agent: Calvert Corporate Services, Inc., 1209 Orange Street, Wilmington, DE 19801.
Northgate Americas, Inc.	Procurement lead	Deirdre Kwan	VP of Procurement, North America	1700 Market Street, Suite 2400, Philadelphia, PA 19103	Primary commercial contact.
Northgate Americas, Inc.	Network operations lead	Katrina Bosch	VP of Network Operations	1700 Market Street, Suite 2400, Philadelphia, PA 19103	Responsible for node location schedule and migration oversight.
Northgate Telecommunications PLC	Parent company / General Counsel	Marcus Harcourt	General Counsel	45 Threadneedle Court, London EC2R 8AH, United Kingdom	LSE ticker: NTP.L. FY2022 revenue: £6.8 billion. ~22,000 employees. 14 countries of operation.
Northgate Telecommunications PLC	CTO	Alistair Pemberton	Chief Technology Officer	45 Threadneedle Court, London EC2R 8AH, United Kingdom	Technical oversight.
Cedarpoint Systems Integration, Inc.	Service Provider / Licensor (signatory)	Rajiv Sundaram	CEO and Co-Founder	11400 Commerce Park Drive, Suite 600, Reston, VA 20191	EIN: 52-4178503. 18% equity holder. Founded 2009. FY2022 revenue: $420M. ~1,800 employees.
Cedarpoint Systems Integration, Inc.	CFO	Philip Hargreaves	Chief Financial Officer	11400 Commerce Park Drive, Suite 600, Reston, VA 20191	Financial contact for escrow and fee matters.
Cedarpoint Systems Integration, Inc.	General Counsel	Nadia Okafor	General Counsel	11400 Commerce Park Drive, Suite 600, Reston, VA 20191	Legal contact for Cedarpoint.
Cedarpoint Systems Integration, Inc.	Co-Founder	Teresa Cho	Co-Founder	11400 Commerce Park Drive, Suite 600, Reston, VA 20191	12% equity holder.
Ridgeline Capital Partners, LP	Majority equity holder of Cedarpoint (62%)	Jonathan Kessler	Managing Partner	55 Arch Street, Suite 700, Greenwich, CT 06830	Acquired 62% stake in 2019. Relevant to change of control provisions.
Calderwood & Harkness LLP	Client's counsel — Responsible Partner	Colette Whitman	Responsible Partner (Bankruptcy & Restructuring)	600 Lexington Avenue, 30th Floor, New York, NY 10022	Matter No. 1022-00008.
Calderwood & Harkness LLP	Client's counsel — Billing Partner	Elaine Forsythe	Billing Partner (Antitrust & Competition)	600 Lexington Avenue, 30th Floor, New York, NY 10022	Rate oversight.
Calderwood & Harkness LLP	Client's counsel — Lead Associate	Christy Bauer	Lead Associate (Intellectual Property)	600 Lexington Avenue, 30th Floor, New York, NY 10022	Primary drafter; prepared this closing checklist.
Calderwood & Harkness LLP	Client's counsel — Working Associate	Garrett Simmons	Working Associate (Tax)	600 Lexington Avenue, 30th Floor, New York, NY 10022	Tax structuring advice (sales tax, withholding, cross-border).
Whitfield Graves & Morrow LLP	Counterparty's counsel — Lead Partner	Douglas Fenn	Lead Partner (Technology Transactions)	1875 K Street NW, Suite 800, Washington, DC 20006	Lead negotiator for Cedarpoint.
Whitfield Graves & Morrow LLP	Counterparty's counsel — Associate	Simone Alvarez	Associate Counsel	1875 K Street NW, Suite 800, Washington, DC 20006	Working associate for Cedarpoint.
Dravello National Bank	Escrow Agent	Brian Caulfield	Relationship Manager	401 South Tryon Street, Suite 1200, Charlotte, NC 28202	Escrow account: FNB-ESC-2023-07742.
Braeburn Mutual Insurance Company	Insurance carrier (Cedarpoint — cyber & E&O)	N/A	N/A	280 Farmington Avenue, Hartford, CT 06105	Cyber liability and technology E&O policies for Cedarpoint.
Dunmore & Pratt LLP	Auditors (Northgate NA operations)	Helen Treadway	Lead Audit Partner	7 Times Square, 22nd Floor, New York, NY 10036	Independent auditors for North American operations.
Greystone Halcyon Software	Prior network vendor (legacy MPLS)	N/A	N/A	8300 Greensboro Drive, Suite 400, McLean, VA 22102	Legacy MPLS infrastructure being migrated per Transition Services Side Letter.
Calvert Corporate Services, Inc.	Registered agent (DE) for NAI and CSI	N/A	N/A	1209 Orange Street, Wilmington, DE 19801	Delaware registered agent for both Northgate Americas, Inc. and Cedarpoint Systems Integration, Inc.

[sheet: Closing Checklist]
Item No. | Document / Deliverable | MSA Section Reference | Responsible Party | Target Delivery Date | Actual Delivery Date | Status | Notes / Comments
1 | Master Services Agreement — Execution Version (dated June 9, 2023) between Northgate Americas, Inc. (Customer/Licensee) and Cedarpoint Systems Integration, Inc. (Service Provider/Licensor) | N/A (principal agreement) | Calderwood & Harkness LLP / Whitfield Graves & Morrow LLP | June 9, 2023 | June 9, 2023 | Confirmed | Signed by Warren Liang (President, Northgate Americas, Inc.) and Rajiv Sundaram (CEO, Cedarpoint Systems Integration, Inc.). 5-year initial term (June 9, 2023 – June 8, 2028). TCV $75,000,000. Governed by New York law. Two counterpart originals held by each party.
2 | Exhibit A — Statement of Work / Service Descriptions | MSA Section 2 / Exhibit A | Calderwood & Harkness LLP | June 9, 2023 | June 9, 2023 | Confirmed | Scope: managed WAN across 340 nodes in 28 US states and 3 Canadian provinces; SD-WAN deployment using ArcMesh platform v4.2; 24×7 NOC monitoring from Reston, VA and Winnipeg, MB; migration from Greystone Halcyon Software legacy MPLS infrastructure in 3 phases over 18 months; cybersecurity monitoring and incident response; dedicated service delivery manager.
3 | Exhibit B — Service Level Agreement | MSA Section 5 / Exhibit B | Calderwood & Harkness LLP | June 9, 2023 | June 9, 2023 | Confirmed | 99.95% monthly uptime per node. Tiered service credits: 5% ($62,500/mo) at 99.90%–99.94%; 10% ($125,000/mo) at 99.50%–99.89%; 20% ($250,000/mo) below 99.50%. Annual SLA credit cap: $3,150,000 (30% of $10,500,000 annual managed services fees). Material breach after 3 consecutive months below 99.50%.
4 | Exhibit C — Pricing Schedule and Fee Structure | MSA Section 6 / Exhibit C | Calderwood & Harkness LLP | June 9, 2023 | June 9, 2023 | Confirmed | ACV $15,000,000/yr; monthly run-rate $1,250,000. Managed network services: $10,500,000/yr (70%). ArcMesh platform license & maintenance: $3,000,000/yr (20%). Professional services: $1,500,000/yr (10%). Includes most favored nation pricing provision (≥200 nodes comparable volume, >3% differential trigger, 45-day retroactive credit, 30-day prospective adjustment, annual audit rights).
5 | Exhibit D — Acceptable Use Policy | MSA Section 7 / Exhibit D | Calderwood & Harkness LLP | June 9, 2023 | June 9, 2023 | Confirmed | Governs Northgate's use of managed network and ArcMesh platform. Covers prohibited activities, telecom regulatory compliance, content restrictions.
6 | Exhibit E — Data Security and Privacy Requirements | MSA Section 8 / Exhibit E | Calderwood & Harkness LLP | June 9, 2023 | June 9, 2023 | Confirmed | Data handling standards, encryption, breach notification procedures, audit rights, data localization, retention/destruction. Tied to Cedarpoint indemnification for data breaches caused by negligence or willful misconduct.
7 | Exhibit F — Insurance Requirements | MSA Section 10 / Exhibit F | Calderwood & Harkness LLP | June 9, 2023 | June 9, 2023 | Confirmed | Minimum coverage: Cyber liability $25M per occurrence / $50M aggregate; Tech E&O $20M per occurrence / $40M aggregate; CGL $5M per occurrence / $10M aggregate. Current carrier: Braeburn Mutual Insurance Company.
8 | Schedule 1 — Node Locations (340 nodes) | MSA Section 2.2 / Schedule 1 | Northgate Americas, Inc. (Katrina Bosch, VP of Network Operations) | June 9, 2023 | June 9, 2023 | Confirmed | Listing of all 340 managed node locations across 28 US states and 3 Canadian provinces with node IDs, site addresses, node type (hub/spoke), current connectivity provider, and migration phase assignment (Phase 1, 2, or 3).
9 | Schedule 2 — Change of Control Provisions | MSA Section 14 / Schedule 2 | Calderwood & Harkness LLP | June 9, 2023 | June 9, 2023 | Confirmed | Four-prong change of control definition (>50% voting equity, non-surviving merger, asset sale, board-turnover in 12 months). 90-day advance notice; 60-day election period; 180-day termination notice. Current ownership: Ridgeline Capital Partners, LP 62%; Rajiv Sundaram 18%; Teresa Cho 12%; other 8%. Anti-assignment provision.
10 | Schedule 3 — Most Favored Nation Pricing Terms | MSA Section 6.4 / Schedule 3 | Calderwood & Harkness LLP | June 9, 2023 | June 9, 2023 | Confirmed | Comparable customer volume ≥200 managed nodes; trailing 12-month benchmark; >3% pricing differential trigger; 45-day retroactive credit; 30-day prospective adjustment; annual audit right with cost allocation.
11 | Escrow Agreement — Northgate Americas, Inc., Cedarpoint Systems Integration, Inc., and Dravello National Bank | MSA Section 15 / Escrow Agreement | Calderwood & Harkness LLP / Whitfield Graves & Morrow LLP / Dravello National Bank (Brian Caulfield, Relationship Manager) | June 9, 2023 | June 9, 2023 | Confirmed | Tri-party escrow agreement. Escrow account: FNB-ESC-2023-07742. Annual deposit $750,000 (5% of ACV); aggregate cap $3,750,000 over 5 years. Release conditions: change of control termination, material breach termination, natural expiration. NY governing law.
12 | Mutual Non-Disclosure Agreement — Northgate Americas, Inc. / Cedarpoint Systems Integration, Inc. | MSA Section 12 (referenced predecessor NDA) | Calderwood & Harkness LLP | February 22, 2023 (pre-existing) | June 9, 2023 (confirmed on file) | Confirmed | Executed February 22, 2023. 3-year confidentiality term. NY governing law. Referenced in MSA Section 12 (Confidentiality). Copy included in closing binder.
13 | Transition Services Side Letter — Migration from Greystone Halcyon Software | MSA Section 2.3 / Side Letter | Calderwood & Harkness LLP / Whitfield Graves & Morrow LLP | June 9, 2023 | June 9, 2023 | Confirmed | Supplements MSA with detailed transition terms for legacy MPLS to SD-WAN/ArcMesh migration. 3-phase migration over 18 months. Covers coordination with Greystone Halcyon Software, parallel-run requirements, rollback procedures, acceptance testing, 30-day delay right.
14 | Officer's Certificate — Cedarpoint Systems Integration, Inc. | MSA Section 9.2(a) | Whitfield Graves & Morrow LLP / Cedarpoint Systems Integration, Inc. | June 9, 2023 | June 9, 2023 | Confirmed | Executed by Rajiv Sundaram (CEO). Certifies: due organization and good standing in Delaware; corporate power and authority; board authorization; no material litigation pending or threatened; representations and warranties true and correct as of signing date.
15 | Officer's Certificate — Northgate Americas, Inc. | MSA Section 9.1(a) | Calderwood & Harkness LLP / Northgate Americas, Inc. | June 9, 2023 | June 9, 2023 | Confirmed | Executed by Warren Liang (President). Certifies: due organization and good standing in Delaware; corporate power and authority; due authorization; representations and warranties true and correct as of signing date.
16 | Secretary's Certificate — Cedarpoint Systems Integration, Inc. | MSA Section 9.2(b) | Whitfield Graves & Morrow LLP / Cedarpoint Systems Integration, Inc. | June 9, 2023 | June 16, 2023 | Confirmed | Attaches: board resolutions authorizing MSA and ancillary documents; certificate of incorporation and bylaws (as amended); Delaware Secretary of State certificate of good standing; incumbency certificate for Rajiv Sundaram (CEO), Philip Hargreaves (CFO), and Nadia Okafor (General Counsel). Initially outstanding at signing; delivered June 16, 2023.
17 | Legal Opinion Letter — Whitfield Graves & Morrow LLP (Douglas Fenn) | MSA Section 9.2(c) | Whitfield Graves & Morrow LLP | June 9, 2023 | June 9, 2023 | Confirmed | Addressed to Northgate Americas, Inc. and Calderwood & Harkness LLP. Opines on: due organization and good standing (Delaware); due authorization; enforceability (subject to customary qualifications); no violation of charter documents or material agreements.
18 | Certificates of Insurance — Braeburn Mutual Insurance Company (Cyber Liability Policy) | MSA Section 10.1 / Exhibit F | Cedarpoint Systems Integration, Inc. / Braeburn Mutual Insurance Company | June 9, 2023 | June 16, 2023 | Confirmed | Cyber liability: $25,000,000 per occurrence / $50,000,000 aggregate. Naming Northgate Americas, Inc. as additional insured. Carrier: Braeburn Mutual Insurance Company, 280 Farmington Avenue, Hartford, CT 06105. Initially outstanding at signing; delivered June 16, 2023.
19 | Certificates of Insurance — Braeburn Mutual Insurance Company (Technology E&O Policy) | MSA Section 10.1 / Exhibit F | Cedarpoint Systems Integration, Inc. / Braeburn Mutual Insurance Company | June 9, 2023 | June 16, 2023 | Confirmed | Tech E&O: $20,000,000 per occurrence / $40,000,000 aggregate. Naming Northgate Americas, Inc. as additional insured. Carrier: Braeburn Mutual Insurance Company. Initially outstanding at signing; delivered June 16, 2023.
20 | Certificates of Insurance — Commercial General Liability | MSA Section 10.1 / Exhibit F | Cedarpoint Systems Integration, Inc. | June 9, 2023 | June 16, 2023 | Confirmed | CGL: $5,000,000 per occurrence / $10,000,000 aggregate. Naming Northgate Americas, Inc. as additional insured. Delivered June 16, 2023.
21 | Confirmation of Initial Escrow Deposit ($750,000) to Dravello National Bank | Escrow Agreement Section 2.1 | Cedarpoint Systems Integration, Inc. / Dravello National Bank | June 9, 2023 | June 16, 2023 | Confirmed | Initial deposit of $750,000 to escrow account FNB-ESC-2023-07742 at Dravello National Bank, 401 South Tryon Street, Suite 1200, Charlotte, NC 28202. Confirmation received from Brian Caulfield (Relationship Manager) on June 16, 2023.
22 | Good Standing Certificate — Cedarpoint Systems Integration, Inc. (Delaware Secretary of State) | MSA Section 9.2(b) | Whitfield Graves & Morrow LLP | June 9, 2023 | June 9, 2023 | Confirmed | Certificate of good standing from Delaware Secretary of State. Attached to Secretary's Certificate. Registered office: c/o Calvert Corporate Services, Inc., 1209 Orange Street, Wilmington, DE 19801.
23 | Good Standing Certificate — Northgate Americas, Inc. (Delaware Secretary of State) | MSA Section 9.1(b) | Calderwood & Harkness LLP | June 9, 2023 | June 9, 2023 | Confirmed | Certificate of good standing from Delaware Secretary of State. Registered office: c/o Calvert Corporate Services, Inc., 1209 Orange Street, Wilmington, DE 19801. EIN: 84-3291067.
SUMMARY | Total Items: 23 | Confirmed: 23 | Pending: 0 | Received (not yet Confirmed): 0 | Formal close-out: June 20, 2023 | All Confirmed | Closing checklist prepared by Christy Bauer, Calderwood & Harkness LLP. Matter No. 1022-00008.
[sheet: Key Dates & Post-Closing]
Item No. | Date | Event / Obligation | Responsible Party | Notes
1 | February 22, 2023 | Mutual NDA executed | Northgate Americas, Inc. / Cedarpoint Systems Integration, Inc. | Predecessor NDA; 3-year confidentiality term.
2 | March 14, 2023 | Engagement opened at Calderwood & Harkness LLP | Calderwood & Harkness LLP | Matter No. 1022-00008. Engagement letter to Marcus Harcourt, General Counsel, Northgate Telecommunications PLC.
3 | April 3, 2023 | First draft MSA circulated | Calderwood & Harkness LLP (Christy Bauer) | Sent to Whitfield Graves & Morrow LLP (Douglas Fenn / Simone Alvarez).
4 | April 21, 2023 | Cedarpoint/WGM redline received | Whitfield Graves & Morrow LLP | Redline of first draft MSA.
5 | May 5, 2023 | Second draft MSA circulated | Calderwood & Harkness LLP (Christy Bauer) | Incorporated Northgate responses to April 21 redline.
6 | May 19, 2023 | Cedarpoint/WGM counter-redline received | Whitfield Graves & Morrow LLP | Counter-redline of second draft.
7 | June 1, 2023 | Final in-person negotiation session | All parties | Held at Calderwood & Harkness LLP, 600 Lexington Avenue, 30th Floor, New York, NY 10022. Attendees: Colette Whitman, Christy Bauer, Deirdre Kwan, Katrina Bosch (Northgate side); Douglas Fenn, Simone Alvarez, Nadia Okafor, Philip Hargreaves (Cedarpoint side).
8 | June 9, 2023 | Signing / Closing / Services commencement | All parties | MSA, escrow agreement, transition side letter executed. Signing and closing simultaneous per MSA Section 2.1.
9 | June 12, 2023 | Follow-up on outstanding deliverables | Christy Bauer (C&H) to Simone Alvarez (WGM) | Email requesting secretary's certificate, insurance certificates, and escrow deposit confirmation by June 16, 2023.
10 | June 16, 2023 | Outstanding deliverables received | Cedarpoint / WGM / Braeburn Mutual / Dravello National Bank | Secretary's certificate, insurance certificates (cyber, E&O, CGL), and initial escrow deposit confirmation all received.
11 | June 20, 2023 | Formal close-out — all closing deliverables confirmed | Calderwood & Harkness LLP (Christy Bauer / Colette Whitman) | Closing memorandum to Marcus Harcourt and Deirdre Kwan issued. Closing binder assembled.
12 | Phase 1 — commencing June 9, 2023 | Migration Phase 1 commencement (legacy MPLS to SD-WAN) | Cedarpoint Systems Integration, Inc. | 3-phase migration from Greystone Halcyon Software over 18 months. Coordination per Transition Services Side Letter.
13 | Recurring — annually on anniversary | Escrow deposit of $750,000 due | Cedarpoint Systems Integration, Inc. | To Dravello National Bank, account FNB-ESC-2023-07742. Aggregate cap $3,750,000 over 5 years.
14 | Recurring — once per calendar year | MFN pricing audit window | Northgate Americas, Inc. | Annual audit right to verify most favored nation pricing compliance. At Cedarpoint's cost if violation found; Northgate's cost if none.
15 | ~December 11, 2027 (180 days prior to June 8, 2028) | Non-renewal notice deadline (initial term) | Either party | If either party wishes to prevent automatic 2-year renewal, must provide 180 days' written notice prior to term expiration (i.e., by approximately December 11, 2027).
16 | June 8, 2028 | Initial term expiration | Northgate Americas, Inc. / Cedarpoint Systems Integration, Inc. | 5-year initial term. Two automatic 2-year renewals unless 180-day non-renewal notice given.
[sheet: Parties & Contacts]
Entity / Firm | Role | Key Contact | Title | Address | Notes
Northgate Americas, Inc. | Customer / Licensee (contracting entity) | Warren Liang | President | 1700 Market Street, Suite 2400, Philadelphia, PA 19103 | Wholly owned subsidiary of Northgate Telecommunications PLC. EIN: 84-3291067. Registered agent: Calvert Corporate Services, Inc., 1209 Orange Street, Wilmington, DE 19801.
Northgate Americas, Inc. | Procurement lead | Deirdre Kwan | VP of Procurement, North America | 1700 Market Street, Suite 2400, Philadelphia, PA 19103 | Primary commercial contact.
Northgate Americas, Inc. | Network operations lead | Katrina Bosch | VP of Network Operations | 1700 Market Street, Suite 2400, Philadelphia, PA 19103 | Responsible for node location schedule and migration oversight.
Northgate Telecommunications PLC | Parent company / General Counsel | Marcus Harcourt | General Counsel | 45 Threadneedle Court, London EC2R 8AH, United Kingdom | LSE ticker: NTP.L. FY2022 revenue: £6.8 billion. ~22,000 employees. 14 countries of operation.
Northgate Telecommunications PLC | CTO | Alistair Pemberton | Chief Technology Officer | 45 Threadneedle Court, London EC2R 8AH, United Kingdom | Technical oversight.
Cedarpoint Systems Integration, Inc. | Service Provider / Licensor (signatory) | Rajiv Sundaram | CEO and Co-Founder | 11400 Commerce Park Drive, Suite 600, Reston, VA 20191 | EIN: 52-4178503. 18% equity holder. Founded 2009. FY2022 revenue: $420M. ~1,800 employees.
Cedarpoint Systems Integration, Inc. | CFO | Philip Hargreaves | Chief Financial Officer | 11400 Commerce Park Drive, Suite 600, Reston, VA 20191 | Financial contact for escrow and fee matters.
Cedarpoint Systems Integration, Inc. | General Counsel | Nadia Okafor | General Counsel | 11400 Commerce Park Drive, Suite 600, Reston, VA 20191 | Legal contact for Cedarpoint.
Cedarpoint Systems Integration, Inc. | Co-Founder | Teresa Cho | Co-Founder | 11400 Commerce Park Drive, Suite 600, Reston, VA 20191 | 12% equity holder.
Ridgeline Capital Partners, LP | Majority equity holder of Cedarpoint (62%) | Jonathan Kessler | Managing Partner | 55 Arch Street, Suite 700, Greenwich, CT 06830 | Acquired 62% stake in 2019. Relevant to change of control provisions.
Calderwood & Harkness LLP | Client's counsel — Responsible Partner | Colette Whitman | Responsible Partner (Bankruptcy & Restructuring) | 600 Lexington Avenue, 30th Floor, New York, NY 10022 | Matter No. 1022-00008.
Calderwood & Harkness LLP | Client's counsel — Billing Partner | Elaine Forsythe | Billing Partner (Antitrust & Competition) | 600 Lexington Avenue, 30th Floor, New York, NY 10022 | Rate oversight.
Calderwood & Harkness LLP | Client's counsel — Lead Associate | Christy Bauer | Lead Associate (Intellectual Property) | 600 Lexington Avenue, 30th Floor, New York, NY 10022 | Primary drafter; prepared this closing checklist.
Calderwood & Harkness LLP | Client's counsel — Working Associate | Garrett Simmons | Working Associate (Tax) | 600 Lexington Avenue, 30th Floor, New York, NY 10022 | Tax structuring advice (sales tax, withholding, cross-border).
Whitfield Graves & Morrow LLP | Counterparty's counsel — Lead Partner | Douglas Fenn | Lead Partner (Technology Transactions) | 1875 K Street NW, Suite 800, Washington, DC 20006 | Lead negotiator for Cedarpoint.
Whitfield Graves & Morrow LLP | Counterparty's counsel — Associate | Simone Alvarez | Associate Counsel | 1875 K Street NW, Suite 800, Washington, DC 20006 | Working associate for Cedarpoint.
Dravello National Bank | Escrow Agent | Brian Caulfield | Relationship Manager | 401 South Tryon Street, Suite 1200, Charlotte, NC 28202 | Escrow account: FNB-ESC-2023-07742.
Braeburn Mutual Insurance Company | Insurance carrier (Cedarpoint — cyber & E&O) | N/A | N/A | 280 Farmington Avenue, Hartford, CT 06105 | Cyber liability and technology E&O policies for Cedarpoint.
Dunmore & Pratt LLP | Auditors (Northgate NA operations) | Helen Treadway | Lead Audit Partner | 7 Times Square, 22nd Floor, New York, NY 10036 | Independent auditors for North American operations.
Greystone Halcyon Software | Prior network vendor (legacy MPLS) | N/A | N/A | 8300 Greensboro Drive, Suite 400, McLean, VA 22102 | Legacy MPLS infrastructure being migrated per Transition Services Side Letter.
Calvert Corporate Services, Inc. | Registered agent (DE) for NAI and CSI | N/A | N/A | 1209 Orange Street, Wilmington, DE 19801 | Delaware registered agent for both Northgate Americas, Inc. and Cedarpoint Systems Integration, Inc.

[sheet: Closing Checklist]

Record

Parties

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