1022-00008 · Northgate Telecommunications PLC · Closing

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MEMORANDUM — PRIVILEGED AND CONFIDENTIAL

ATTORNEY-CLIENT PRIVILEGED

This memorandum is protected by the attorney-client privilege and the work product doctrine. It is intended solely for the use of the addressees named herein and contains confidential legal advice rendered in connection with Calderwood & Harkness LLP's representation of Northgate Telecommunications PLC and its subsidiaries. Any unauthorized review, use, disclosure, or distribution of this memorandum is strictly prohibited. If you have received this memorandum in error, please notify Calderwood & Harkness LLP immediately and destroy all copies.

FROM: Colette Whitman, Responsible Partner, and Christy Bauer, Lead Associate Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022

TO: Marcus Harcourt, General Counsel, Northgate Telecommunications PLC Deirdre Kwan, Vice President of Procurement, North America, Northgate Americas, Inc.

CC: Elaine Forsythe (Billing Partner, Calderwood & Harkness LLP) Garrett Simmons (Working Associate, Calderwood & Harkness LLP) Warren Liang (President, Northgate Americas, Inc.) Katrina Bosch (Vice President of Network Operations, Northgate Americas, Inc.) Alistair Pemberton (Chief Technology Officer, Northgate Telecommunications PLC)

DATE: June 20, 2023

RE: Closing Memorandum — Master Services Agreement between Northgate Americas, Inc. and Cedarpoint Systems Integration, Inc.

MATTER NO.: 1022-00008

I. PURPOSE AND EXECUTIVE SUMMARY

This memorandum confirms the successful closing of the Master Services Agreement (the "MSA") between Northgate Americas, Inc. ("Customer" or "NAI"), a Delaware corporation and wholly owned subsidiary of Northgate Telecommunications PLC ("NTP"), and Cedarpoint Systems Integration, Inc. ("Cedarpoint" or "CSI"), a Delaware corporation. The purpose of this memorandum is to provide a comprehensive record of the transaction, summarize the material terms of the MSA and all ancillary agreements, confirm receipt of all closing deliverables, identify post-closing obligations, and set forth recommendations for the Northgate team going forward.

The MSA was fully executed on June 9, 2023. Pursuant to MSA Section 2.1, signing and closing occurred simultaneously, with the Services Commencement Date coinciding with the date of execution. Following execution, a number of post-signing closing deliverables — including the Secretary's Certificate for Cedarpoint, certificates of insurance from Braeburn Mutual Insurance Company, and confirmation of the initial escrow deposit to Dravello National Bank — were received and confirmed by Calderwood & Harkness over the subsequent eleven (11) days. As of June 20, 2023, all closing deliverables have been received and confirmed in satisfactory form, constituting formal close-out of the transaction.

The MSA governs Cedarpoint's provision of a comprehensive suite of managed network services to Northgate Americas, including managed WAN services, SD-WAN deployment and optimization utilizing Cedarpoint's proprietary ArcMesh platform (version 4.2), 24×7 Network Operations Center ("NOC") monitoring, cybersecurity monitoring and incident response, and a structured three-phase migration from the legacy MPLS infrastructure currently provided by Greystone Halcyon Software. The services encompass 340 enterprise node locations distributed across 28 states within the United States and 3 provinces within Canada.

The Total Contract Value ("TCV") of the MSA is Seventy-Five Million Dollars ($75,000,000) over the five-year initial term, which runs from June 9, 2023 through June 8, 2028. The Annual Contract Value ("ACV") is $15,000,000, resulting in a monthly run-rate of $1,250,000. The MSA provides for two automatic two-year renewal terms, potentially extending the relationship through June 8, 2032, subject to the non-renewal notice provisions described herein.

The MSA is governed by the laws of the State of New York, without regard to conflict of laws principles.

Calderwood & Harkness LLP represented Northgate Telecommunications PLC and its subsidiary Northgate Americas, Inc. throughout the negotiation, drafting, and execution of the MSA and all ancillary agreements. Cedarpoint Systems Integration, Inc. was represented by Whitfield Graves & Morrow LLP ("WGM"), with Douglas Fenn serving as lead partner and Simone Alvarez serving as associate counsel.

II. TRANSACTION TIMELINE

The following timeline sets forth the key milestones in the negotiation, execution, and closing of the MSA:

The negotiation proceeded in an orderly fashion over approximately nine weeks from the circulation of the first draft to execution. The parties and their respective counsel maintained a collaborative and professional working relationship throughout the process, which facilitated efficient resolution of the contested terms.

III. EXECUTED DOCUMENTS AND EFFECTIVE DATES

The following is a complete inventory of all documents executed in connection with the transaction, together with their respective effective dates and the identities of the authorized signatories.

A. Master Services Agreement

The principal agreement governing the transaction is the Master Services Agreement between Northgate Americas, Inc. and Cedarpoint Systems Integration, Inc. (the "MSA"). The MSA was executed by the authorized representatives of both parties on June 9, 2023, which serves as the Effective Date. The MSA was signed by Warren Liang, in his capacity as President of Northgate Americas, Inc., on behalf of Customer, and by Rajiv Sundaram, in his capacity as Chief Executive Officer of Cedarpoint Systems Integration, Inc., on behalf of Service Provider. Both signatories' authority to bind their respective entities was confirmed by the Officer's Certificates and, in the case of Cedarpoint, the Secretary's Certificate delivered as closing deliverables.

B. Exhibits to the MSA

The following Exhibits are attached to and incorporated by reference into the MSA, each effective as of June 9, 2023:

Exhibit A — Statement of Work / Service Descriptions. Exhibit A sets forth the detailed scope of services to be provided by Cedarpoint under the MSA. The services described in Exhibit A include: (i) managed WAN services across all 340 enterprise node locations; (ii) SD-WAN deployment and ongoing optimization utilizing Cedarpoint's proprietary ArcMesh platform, version 4.2; (iii) 24×7 NOC monitoring provided from Cedarpoint's primary NOC facility located in Reston, Virginia, with secondary/failover NOC capability provided from Cedarpoint's facility in Winnipeg, Manitoba, Canada; (iv) quarterly network performance reviews and optimization reports to be delivered to Northgate's VP of Network Operations; (v) a structured three-phase migration from the legacy MPLS infrastructure currently provided by Greystone Halcyon Software to Cedarpoint's SD-WAN/ArcMesh platform, to be completed over a period of approximately eighteen (18) months; (vi) cybersecurity monitoring, threat detection, and incident response for the managed network perimeter; and (vii) the assignment of a dedicated Cedarpoint service delivery manager to serve as the primary operational point of contact for Northgate throughout the term of the MSA.

Exhibit B — Service Level Agreement. Exhibit B establishes the service level commitments applicable to Cedarpoint's performance under the MSA. The cornerstone SLA metric is a network availability commitment of 99.95% monthly uptime, measured on a per-node basis. Exhibit B also sets forth the tiered service credit structure that applies in the event Cedarpoint fails to meet the stated availability targets, the methodology for measuring and reporting uptime, the process for Northgate to submit service credit claims, and the consequences of sustained underperformance (including Northgate's right to terminate for cause upon three consecutive months of performance below 99.50%). The service credit structure and related provisions are discussed in greater detail in Section IV.F of this memorandum.

Exhibit C — Pricing Schedule and Fee Structure. Exhibit C sets forth the comprehensive fee structure for the services, including the Annual Contract Value of $15,000,000, the monthly run-rate of $1,250,000, and the breakdown of fees among the three principal service categories: managed network services (operations, monitoring, and NOC), ArcMesh platform licensing and maintenance, and professional services (implementation, migration, and optimization). The fee composition is discussed in further detail in Section IV.D of this memorandum. Exhibit C also addresses payment terms, invoicing procedures, late payment provisions, and the mechanics for adjusting fees in connection with the addition or removal of managed nodes.

Exhibit D — Acceptable Use Policy. Exhibit D sets forth the acceptable use policy governing Northgate's utilization of the ArcMesh platform and the managed network services, including restrictions on prohibited uses, network abuse, and unauthorized access. The acceptable use policy is incorporated into the MSA by reference and compliance with its terms is a condition of Northgate's continued right to use the ArcMesh platform.

Exhibit E — Data Security and Privacy Requirements. Exhibit E establishes the data security and privacy requirements applicable to Cedarpoint's handling of Northgate data in connection with the services. These requirements include, among other things: (i) detailed data breach notification procedures, including the requirement that Cedarpoint notify Northgate of any confirmed or reasonably suspected data breach within seventy-two (72) hours of discovery; (ii) Northgate's right to conduct security audits of Cedarpoint's facilities, systems, and practices on reasonable notice; (iii) data localization requirements specifying that Northgate data must be stored and processed within the United States and Canada; and (iv) data retention and destruction standards governing Cedarpoint's obligations upon termination or expiration of the MSA. These provisions were the subject of significant negotiation, and the final terms reflect protections that Calderwood & Harkness considers robust and appropriate for an engagement of this scope and sensitivity.

Exhibit F — Insurance Requirements. Exhibit F specifies the minimum insurance coverage levels that Cedarpoint is required to maintain throughout the term of the MSA. These include cyber liability insurance, technology errors and omissions insurance, and commercial general liability insurance, the specific coverage levels for which are discussed in Section IV.G of this memorandum. Exhibit F identifies Braeburn Mutual Insurance Company (280 Farmington Avenue, Hartford, CT 06105) as Cedarpoint's current insurance carrier and requires that Northgate Americas, Inc. be named as an additional insured on all required policies. Cedarpoint is obligated to provide updated certificates of insurance to Northgate annually and upon each policy renewal.

C. Schedules to the MSA

The following Schedules are attached to and incorporated by reference into the MSA:

Schedule 1 — Node Locations. Schedule 1 contains a comprehensive listing of all 340 managed enterprise node locations encompassed by the MSA. For each node, Schedule 1 identifies: (i) the site address; (ii) the node type designation (hub or spoke); (iii) the current connectivity provider servicing the node (principally Greystone Halcyon Software); and (iv) the migration phase assignment (Phase 1, Phase 2, or Phase 3) for purposes of the transition from the Greystone legacy MPLS infrastructure to Cedarpoint's SD-WAN/ArcMesh platform. The node locations span 28 states within the United States and 3 provinces within Canada (Ontario, Alberta, and British Columbia).

Schedule 2 — Change of Control Provisions. Schedule 2 sets forth the detailed change of control mechanics applicable to Cedarpoint under the MSA. The change of control provisions, which were among the most heavily negotiated elements of the agreement, include: (i) a comprehensive four-prong definition of "change of control," the specific elements of which are discussed in Section IV.H of this memorandum; (ii) the notice periods and election rights applicable to Northgate upon the occurrence of a change of control event; (iii) Cedarpoint's transition assistance obligations in the event of a termination triggered by a change of control; (iv) the conditions governing the release of the wind-down escrow upon a change of control termination; (v) anti-assignment provisions voiding any purported assignment of the MSA without Northgate's prior written consent; and (vi) a disclosure of Cedarpoint's current ownership structure, identifying Ridgeline Capital Partners, LP as the majority equity holder with a 62% ownership interest.

Schedule 3 — Most Favored Nation Pricing Terms. Schedule 3 contains the detailed MFN pricing provisions applicable to Cedarpoint's pricing for managed network services under the MSA. Key elements include: (i) the definition of "comparable volume" as 200 or more managed nodes for purposes of identifying benchmark customers; (ii) the specification of a trailing 12-month period as the benchmark comparison window; (iii) the establishment of a greater-than-3% pricing differential as the trigger for corrective action; (iv) the timelines for retroactive credit issuance (45 days) and prospective pricing adjustment (30 days) upon identification of an MFN violation; and (v) the annual audit rights granted to Northgate, together with the cost allocation provisions governing such audits. The MFN provisions are discussed in further detail in Section IV.E of this memorandum.

D. Escrow Agreement

The parties entered into a Tri-Party Escrow Agreement dated June 9, 2023, among Northgate Americas, Inc., Cedarpoint Systems Integration, Inc., and Dravello National Bank, as escrow agent (the "Escrow Agreement"). The Escrow Agreement governs the establishment and administration of a wind-down escrow account to secure Cedarpoint's transition assistance and refund obligations in the event of certain termination scenarios. Key details of the Escrow Agreement are as follows:

• Escrow Agent: Dravello National Bank, 401 South Tryon Street, Suite 1200, Charlotte, NC 28202

• Escrow Account Reference: FNB-ESC-2023-07742

• Relationship Manager: Brian Caulfield

• Annual Deposit Amount: $750,000 (representing 5% of the $15,000,000 Annual Contract Value)

• Aggregate Escrow Cap: $3,750,000 over the five-year initial term ($750,000 × 5 years)

• Governing Law: State of New York

The Escrow Agreement was executed by Warren Liang on behalf of Northgate Americas, Rajiv Sundaram on behalf of Cedarpoint, and an authorized officer of Dravello National Bank. The initial deposit of $750,000 was funded by Cedarpoint as of June 16, 2023, as confirmed by Dravello National Bank. Subsequent annual deposits are due on each anniversary of the Services Commencement Date, as detailed in Section VI.A of this memorandum.

E. Mutual Non-Disclosure Agreement

The Mutual Non-Disclosure Agreement between Northgate Americas, Inc. and Cedarpoint Systems Integration, Inc. (the "Mutual NDA") was originally executed on February 22, 2023, prior to the commencement of substantive MSA negotiations. The Mutual NDA establishes reciprocal confidentiality obligations with respect to proprietary and confidential information exchanged between the parties, and has a three-year confidentiality term running from its date of execution (expiring February 22, 2026, absent earlier termination).

The Mutual NDA is referenced in MSA Section 12 (Confidentiality) and remains in full force and effect. The confidentiality provisions of the MSA supplement and do not supersede the Mutual NDA; in the event of any conflict between the two instruments, the provision affording the greater protection to the disclosing party's confidential information governs. Because the Mutual NDA is a predecessor agreement that was executed prior to and independent of the MSA, it was not re-executed at closing but is included in the closing binder as a reference document.

F. Transition Services Side Letter

A side letter between Northgate Americas, Inc. and Cedarpoint Systems Integration, Inc. (the "Transition Services Side Letter"), dated June 9, 2023, was executed contemporaneously with the MSA. The Transition Services Side Letter governs the terms and conditions applicable to the migration from the legacy MPLS infrastructure currently provided by Greystone Halcyon Software to Cedarpoint's SD-WAN/ArcMesh platform. The migration is structured in three phases to be completed over a total period of approximately eighteen (18) months, with an anticipated completion target of approximately December 9, 2024.

Key provisions of the Transition Services Side Letter include: (i) the definition of the three migration phases and the assignment of specific node locations to each phase (consistent with the phase assignments set forth in Schedule 1 to the MSA); (ii) parallel-run requirements obligating Cedarpoint to maintain concurrent operation of both the legacy Greystone MPLS circuits and the new Cedarpoint SD-WAN infrastructure at each migrating node for a defined validation period prior to cutover; (iii) detailed rollback procedures enabling Northgate to revert to the Greystone legacy infrastructure in the event of migration issues; (iv) acceptance testing criteria and procedures applicable to each migrated node; (v) coordination and cooperation obligations with respect to Greystone Halcyon Software, including provisions for joint cutover scheduling and circuit decommissioning; and (vi) Northgate's right to delay any migration phase by up to thirty (30) days upon written notice to Cedarpoint, without incurring additional charges or penalties.

IV. SUMMARY OF MATERIAL TERMS OF THE MSA

The following is a summary of the material terms and conditions of the MSA. This summary is provided for reference purposes and does not purport to be a complete restatement of the MSA. In the event of any discrepancy between this summary and the actual terms of the MSA, the MSA governs.

A. Parties and Contracting Structure

Customer: Northgate Americas, Inc.

Northgate Americas, Inc. is a Delaware corporation with Employer Identification Number 84-3291067. NAI's principal office is located at 1700 Market Street, Suite 2400, Philadelphia, Pennsylvania 19103. Its registered office in Delaware is maintained care of Calvert Corporate Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801. NAI is a wholly owned subsidiary of Northgate Telecommunications PLC, a public limited company organized under the laws of England and Wales, with its shares listed on the London Stock Exchange under the ticker symbol NTP.L. NAI serves as the primary North American operating entity for the Northgate group and is the contracting party under the MSA.

Service Provider: Cedarpoint Systems Integration, Inc.

Cedarpoint Systems Integration, Inc. is a Delaware corporation with Employer Identification Number 52-4178503. CSI's headquarters are located at 11400 Commerce Park Drive, Suite 600, Reston, Virginia 20191. Its registered office in Delaware is maintained care of Calvert Corporate Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801 (the same registered agent as NAI). Cedarpoint was founded in 2009 by Rajiv Sundaram (who currently serves as Chief Executive Officer) and Teresa Cho (who currently serves as Chief Operating Officer). For its most recently completed fiscal year (FY2022), Cedarpoint reported revenues of approximately $420,000,000 and maintains a workforce of approximately 1,800 employees across its domestic and international operations.

Cedarpoint's current equity ownership structure is as follows:

The majority ownership position held by Ridgeline Capital Partners, LP, a private equity fund, is a significant consideration in connection with the change of control provisions discussed in Section IV.H below, as any future divestiture or exit by Ridgeline would likely constitute a change of control event under the MSA.

B. Term

The initial term of the MSA is five (5) years, commencing on the Effective Date (June 9, 2023) and expiring on June 8, 2028. The MSA provides for two (2) automatic renewal terms of two (2) years each. Each renewal term will commence automatically upon the expiration of the then-current term unless either party provides the other with at least one hundred eighty (180) days' written notice of non-renewal prior to the expiration of the then-current term. If both renewal options are exercised through inaction, the maximum potential duration of the MSA (inclusive of the initial term and both renewal terms) would extend through June 8, 2032 — a total of nine (9) years.

The non-renewal notice deadlines are set forth in the Key Dates Calendar in Section VII of this memorandum and are critical dates that should be tracked by Northgate's internal legal and procurement teams.

C. Scope of Services

Cedarpoint's scope of services under the MSA encompasses the following:

• Managed WAN Services: Cedarpoint will provide managed wide-area network services across all 340 of Northgate Americas' enterprise node locations, distributed across 28 states within the United States and 3 provinces within Canada (Ontario, Alberta, and British Columbia). These services include network monitoring, fault management, configuration management, performance management, and capacity planning.

• SD-WAN Deployment and Optimization: Cedarpoint will deploy and manage a software-defined wide-area network utilizing its proprietary ArcMesh platform, version 4.2, across the Northgate Americas network. Ongoing optimization services include traffic engineering, application-aware routing, and WAN path selection optimization.

• 24×7 NOC Monitoring: Cedarpoint will provide around-the-clock Network Operations Center monitoring from its primary NOC facility in Reston, Virginia, with secondary and failover NOC capability provided from its facility in Winnipeg, Manitoba, Canada. The dual-NOC architecture provides geographic redundancy and ensures continuity of monitoring in the event of a facility-level disruption.

• Quarterly Network Performance Reviews: Cedarpoint will deliver quarterly network performance reviews and optimization reports to Northgate's VP of Network Operations, Katrina Bosch, and other designated Northgate personnel. These reports will address network utilization, performance trends, capacity projections, and recommended optimizations.

• Three-Phase Migration from Greystone Legacy MPLS: Cedarpoint will execute a structured, three-phase migration of Northgate Americas' network infrastructure from the legacy MPLS infrastructure currently provided by Greystone Halcyon Software to Cedarpoint's SD-WAN/ArcMesh platform. The migration is projected to span approximately eighteen (18) months from the Services Commencement Date, with an anticipated completion target of approximately December 9, 2024. The terms governing the migration are set forth in the Transition Services Side Letter discussed in Section III.F above.

• Cybersecurity Monitoring and Incident Response: Cedarpoint will provide cybersecurity monitoring, threat detection, and incident response services for the managed network perimeter. These services are designed to complement Northgate Americas' existing internal cybersecurity capabilities and are subject to the data security and privacy requirements established in Exhibit E.

• Dedicated Service Delivery Manager: Cedarpoint will assign a dedicated service delivery manager to serve as the primary operational point of contact for Northgate Americas throughout the term of the MSA. The dedicated service delivery manager will be responsible for day-to-day operational coordination, escalation management, and overall service relationship governance.

D. Pricing and Fee Structure

The pricing and fee structure for the MSA is as follows:

• Total Contract Value (TCV): $75,000,000 over the five-year initial term

• Annual Contract Value (ACV): $15,000,000 per year ($75,000,000 ÷ 5)

• Monthly Run-Rate: $1,250,000 per month ($15,000,000 ÷ 12)

The annual fee of $15,000,000 is composed of the following three categories:

The fee structure was negotiated on a fixed annual basis to provide Northgate with pricing certainty and predictable budgeting over the initial term. The ArcMesh platform licensing fee includes all updates, patches, and maintenance releases to the ArcMesh platform during the term, but does not include major version upgrades (e.g., from v4.x to v5.x), which would be subject to separate negotiation. The professional services component covers the implementation and migration activities described in the Transition Services Side Letter as well as ongoing optimization services.

E. Most Favored Nation Pricing

The MSA includes Most Favored Nation ("MFN") pricing provisions, the detailed terms of which are set forth in Schedule 3. These provisions represent an important commercial protection for Northgate and were the subject of considerable negotiation.

Under the MFN provisions, Cedarpoint warrants that the per-unit pricing for managed network services offered to Northgate Americas will not exceed the lowest per-unit pricing offered by Cedarpoint to any other customer of "comparable volume." For purposes of the MFN provisions, "comparable volume" is defined as a customer with 200 or more managed nodes. Northgate Americas' current network comprises 340 managed nodes, which is well above the 200-node threshold and ensures that Northgate will have a robust set of benchmark comparators for MFN purposes.

The MFN benchmark comparison is based on a trailing 12-month period. If an MFN audit reveals that Cedarpoint is offering lower per-unit pricing to another customer of comparable volume, and the pricing differential exceeds 3%, Cedarpoint is obligated to: (i) issue a retroactive credit to Northgate within forty-five (45) days of the audit finding, reflecting the pricing differential for the benchmark period; and (ii) adjust Northgate's prospective pricing to eliminate the differential within thirty (30) days.

Northgate has the right to exercise its MFN audit right once per calendar year. The first eligible MFN audit window opens on June 9, 2024, following the completion of the first twelve (12) months of the term. If the audit reveals an MFN violation, the cost of the audit is borne by Cedarpoint. If the audit reveals no violation, the cost is borne by Northgate. Northgate may engage an independent third-party auditor for purposes of conducting the MFN audit, subject to the execution of reasonable confidentiality protections with respect to Cedarpoint's pricing information.

F. Service Levels and Credits

The MSA establishes robust service level commitments applicable to Cedarpoint's network availability performance, as set forth in Exhibit B.

Network Availability SLA: Cedarpoint commits to a network availability SLA of 99.95% monthly uptime, measured on a per-node basis. Uptime is measured as the total minutes in the applicable calendar month minus scheduled maintenance windows minus unexcused downtime minutes, divided by the total minutes in the applicable month minus scheduled maintenance windows.

Tiered Service Credit Structure: In the event that Cedarpoint fails to meet the 99.95% monthly uptime SLA at any given node, the following tiered service credit structure applies:

The approximate dollar values reflected in the table above are calculated based on the monthly managed services fee of $1,250,000 (i.e., $15,000,000 ACV ÷ 12 months), which represents the aggregate monthly fee across all service categories. The service credits are applied as credits against the following month's invoice; they do not result in cash refunds absent termination of the MSA.

Material Breach Trigger: Three (3) consecutive months of network availability performance below 99.50% at any node constitutes a material breach of the MSA, entitling Northgate to terminate the MSA for cause pursuant to the termination provisions of the agreement, subject to any applicable cure period.

Annual Service Credit Cap: The maximum aggregate amount of service credits that Northgate may receive in any contract year is capped at thirty percent (30%) of the annual managed services fee. Based on the current annual managed services fee of $10,500,000, the annual service credit cap is $3,150,000 ($10,500,000 × 30%). This cap applies to service credits only and does not limit Northgate's rights with respect to indemnification, termination for material breach, or other contractual remedies.

G. Indemnification

The MSA establishes comprehensive mutual indemnification obligations between the parties, reflecting the allocation of risk negotiated during the course of the transaction.

Cedarpoint's Indemnification Obligations: Cedarpoint indemnifies, defends, and holds harmless Northgate Americas (and its parent, affiliates, officers, directors, employees, and agents) against losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: (a) any third-party claim that the ArcMesh platform, or any component thereof, infringes or misappropriates the intellectual property rights of a third party; (b) any data breach caused by Cedarpoint's negligence or willful misconduct; (c) bodily injury or property damage caused by Cedarpoint personnel while present on Northgate premises; and (d) any regulatory penalties imposed on Northgate arising from Cedarpoint's failure to comply with applicable telecommunications regulations in the performance of the services.

Northgate's Indemnification Obligations: Northgate Americas indemnifies, defends, and holds harmless Cedarpoint (and its affiliates, officers, directors, employees, and agents) against losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: (a) any claim arising from Northgate's misuse of the ArcMesh platform outside the scope of the license granted under the MSA; and (b) any third-party claim relating to data or content provided by Northgate to Cedarpoint for processing or transmission through the managed network.

Cedarpoint Indemnification Cap: Cedarpoint's aggregate liability for indemnification obligations under the MSA is capped at two hundred percent (200%) of the aggregate fees actually paid by Northgate to Cedarpoint during the twelve (12) months immediately preceding the date on which the claim giving rise to the indemnification obligation first arose. Based on the $15,000,000 Annual Contract Value, the effective cap in Year 1 is $30,000,000 (2 × $15,000,000).

Carve-Outs from Cedarpoint's Cap (Uncapped Liabilities): The following categories of liability are carved out from Cedarpoint's aggregate indemnification cap and are therefore uncapped: (i) intellectual property infringement claims; (ii) willful misconduct; (iii) data breaches; and (iv) breaches of confidentiality obligations. These carve-outs were a key negotiation point and reflect Calderwood & Harkness's assessment that these categories of risk justify unlimited exposure for the responsible party.

Northgate Indemnification Cap: Northgate's aggregate liability for indemnification obligations under the MSA is capped at one hundred percent (100%) of the aggregate fees actually paid by Northgate to Cedarpoint during the twelve (12) months immediately preceding the date on which the claim first arose. Based on the $15,000,000 Annual Contract Value, the effective Northgate cap is $15,000,000 per year.

Insurance Requirements: As an additional layer of protection supporting Cedarpoint's indemnification obligations, the MSA requires Cedarpoint to maintain the following minimum insurance coverages throughout the term:

All policies are currently placed with Braeburn Mutual Insurance Company, 280 Farmington Avenue, Hartford, Connecticut 06105. Northgate Americas, Inc. is named as an additional insured on all policies. Certificates of insurance reflecting the required coverages and additional insured endorsement were received from Braeburn Mutual on June 16, 2023, as part of the closing deliverables.

H. Change of Control

The MSA contains detailed change of control provisions applicable to Cedarpoint, which are set forth in Schedule 2. These provisions were among the most heavily negotiated terms in the agreement and are particularly significant given Ridgeline Capital Partners, LP's majority ownership of Cedarpoint and the potential for a future private equity exit event.

Definition of Change of Control: A "change of control" of Cedarpoint is defined under the MSA to include any of the following events:

(i) the acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) of more than fifty percent (50%) of the voting equity interests of Cedarpoint;

(ii) any merger, consolidation, or reorganization in which Cedarpoint is not the surviving entity, or following which Cedarpoint's pre-transaction equity holders do not retain a majority of the voting equity of the surviving entity;

(iii) the sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all of Cedarpoint's assets; or

(iv) a change in a majority of the members of Cedarpoint's board of directors within any twelve (12)-month period, other than changes in directors that were approved or recommended by a majority of the directors then in office prior to such change.

Notice Obligation: Cedarpoint is required to provide Northgate with written notice of any anticipated change of control event at least ninety (90) days prior to the expected closing of the transaction giving rise to the change of control.

Northgate's Election Rights: Upon receipt of a change of control notice, Northgate has sixty (60) days in which to elect one of the following options: (a) consent to the assignment of the MSA to the successor entity, such consent not to be unreasonably withheld, conditioned, or delayed; or (b) terminate the MSA by providing Cedarpoint with one hundred eighty (180) days' written notice of termination.

Consequences of Change of Control Termination: In the event Northgate elects to terminate the MSA upon a change of control, the following apply: (i) Cedarpoint is obligated to provide transition assistance services to Northgate at no additional cost for a period to be reasonably determined based on the scope of services and the complexity of the transition; (ii) Northgate is entitled to receive a pro-rata refund of any prepaid fees attributable to the period following the effective date of termination; and (iii) the wind-down escrow funds held by Dravello National Bank are released to Northgate.

Anti-Assignment: Any assignment of the MSA by Cedarpoint without Northgate's prior written consent is void and of no force or effect.

Current Ownership Disclosure: As noted in Schedule 2 and in Section IV.A above, Cedarpoint's current equity ownership is concentrated in Ridgeline Capital Partners, LP (62%), with the balance held by the two co-founders (Rajiv Sundaram at 18% and Teresa Cho at 12%) and other employees and early investors (8%). Ridgeline Capital Partners is a private equity firm headquartered at 55 Arch Street, Suite 700, Greenwich, Connecticut 06830, with Jonathan Kessler serving as managing partner. Given Ridgeline's majority ownership stake, any future divestiture or exit by Ridgeline — whether through a sale of its equity interest, a take-private transaction, or a merger of Cedarpoint with a portfolio company — would likely trigger the change of control provisions. The change of control protections negotiated by Calderwood & Harkness are designed to ensure that Northgate retains meaningful optionality and leverage in the event of such a transaction.

I. Escrow Deposit

The wind-down escrow mechanism established under the MSA and the Escrow Agreement is designed to provide Northgate with financial security in the event of a termination scenario in which transition assistance and refund obligations arise.

• Annual Deposit: $750,000, representing 5% of the $15,000,000 Annual Contract Value

• Escrow Agent: Dravello National Bank

• Escrow Account: FNB-ESC-2023-07742

• Aggregate Cap: $3,750,000 ($750,000 × 5 annual deposits over the initial term)

The initial deposit of $750,000 was funded by Cedarpoint on June 16, 2023. Subsequent annual deposits of $750,000 are due on each anniversary of the Services Commencement Date (June 9 of each year, commencing June 9, 2024).

Release Conditions: The escrow funds may be released under any of the following circumstances: (i) termination of the MSA by Northgate following a change of control event, in which case the escrow funds are released to Northgate; (ii) termination of the MSA by Northgate for Cedarpoint's material breach, in which case the escrow funds are released to Northgate; or (iii) natural expiration of the MSA at the end of the then-current term without renewal, in which case the escrow funds are released to Cedarpoint (net of any outstanding obligations).

J. Governing Law and Dispute Resolution

The MSA is governed by and construed in accordance with the laws of the State of New York, without giving effect to principles of conflict of laws that would require the application of the laws of another jurisdiction. The parties have consented to the exclusive jurisdiction and venue of the state and federal courts located in the Borough of Manhattan, City and State of New York, for the resolution of any disputes arising under or relating to the MSA. The MSA does not include an arbitration clause; all disputes are subject to resolution through litigation in the agreed forum.

K. IP Licensing — ArcMesh Platform

Pursuant to the MSA, Cedarpoint grants to Northgate Americas a non-exclusive, non-transferable, non-sublicensable license to use the ArcMesh platform, version 4.2, solely as embedded technology within the managed network services during the term of the MSA. The license is limited to Northgate Americas' internal business operations and does not extend to any affiliates or subsidiaries of Northgate Americas or Northgate Telecommunications PLC unless expressly authorized in writing by Cedarpoint.

All intellectual property rights in and to the ArcMesh platform (including all source code, object code, documentation, trade secrets, and related know-how) remain the exclusive property of Cedarpoint. No assignment of background intellectual property is effected by the MSA. Northgate acknowledges that the ArcMesh platform constitutes Cedarpoint's confidential and proprietary technology and agrees to protect it in accordance with the confidentiality provisions of the MSA and the Mutual NDA.

L. Confidentiality

The MSA establishes mutual confidentiality obligations between the parties with respect to confidential and proprietary information disclosed by either party to the other in connection with the MSA and the services. The confidentiality provisions of the MSA supplement the Mutual Non-Disclosure Agreement between the parties dated February 22, 2023, which remains in full force and effect. The MSA's confidentiality obligations survive for a period of five (5) years following the expiration or termination of the MSA, and with respect to trade secrets, for so long as such information retains its trade secret status under applicable law.

V. CLOSING DELIVERABLES — RECEIPT AND CONFIRMATION

Calderwood & Harkness has confirmed receipt of all closing deliverables from each party to the transaction. The following tables set forth the closing deliverables received from Cedarpoint and Whitfield Graves & Morrow LLP, from Northgate Americas, and from Dravello National Bank, respectively, together with the date of receipt and confirmation status.

A. From Cedarpoint / Whitfield Graves & Morrow LLP

B. From Northgate Americas

C. From Dravello National Bank

D. Closing Binder

A complete closing binder has been assembled by Calderwood & Harkness LLP as of June 20, 2023. The closing binder contains originals or conformed copies of all executed documents, including the MSA (with all Exhibits and Schedules), the Escrow Agreement, the Transition Services Side Letter, the Mutual NDA, all Officer's and Secretary's Certificates, the legal opinion letter from Whitfield Graves & Morrow LLP, and all certificates of insurance. Copies of the complete closing binder have been provided to Marcus Harcourt, General Counsel of Northgate Telecommunications PLC, and Deirdre Kwan, Vice President of Procurement, North America, Northgate Americas, Inc.

VI. POST-CLOSING OBLIGATIONS

The following post-closing obligations require attention and action by the Northgate team and/or Cedarpoint following formal close-out of the transaction.

A. Escrow Deposits

The initial escrow deposit of $750,000 was funded by Cedarpoint to Dravello National Bank, account FNB-ESC-2023-07742, as of June 16, 2023. Subsequent annual escrow deposits are due from Cedarpoint on each anniversary of the Services Commencement Date, as follows:

Northgate should confirm receipt of each annual escrow deposit with Dravello National Bank and its relationship manager, Brian Caulfield, within a reasonable period following each deposit due date. Calderwood & Harkness recommends that Northgate's legal team establish internal calendar reminders for each deposit date to ensure timely follow-up.

B. Phase 1 Migration Commencement

Under the terms of the Transition Services Side Letter, Phase 1 of the three-phase migration from Greystone Halcyon Software's legacy MPLS infrastructure to Cedarpoint's SD-WAN/ArcMesh platform is to commence promptly following closing. Northgate's VP of Network Operations, Katrina Bosch, should coordinate with Cedarpoint's dedicated service delivery manager to establish the detailed Phase 1 migration timeline, identify the specific node locations to be migrated in Phase 1 (as assigned in Schedule 1), and finalize parallel-run schedules and acceptance testing criteria.

The three phases of the migration are intended to be completed over a total period of approximately eighteen (18) months from the Services Commencement Date, with an anticipated completion target of approximately December 9, 2024. Northgate retains the right under the Transition Services Side Letter to delay any migration phase by up to thirty (30) days upon written notice to Cedarpoint without incurring additional charges. Coordination with Greystone Halcyon Software will also be necessary to facilitate orderly circuit decommissioning as nodes are migrated.

C. Insurance Certificate Maintenance

Cedarpoint is obligated under the MSA and Exhibit F to maintain the required insurance coverage levels throughout the entire term of the MSA (including any renewal terms). Cedarpoint must provide Northgate with updated certificates of insurance annually, or upon each policy renewal, confirming the maintenance of the required coverage levels and the continuation of Northgate Americas' status as an additional insured. Certificates are to be issued by Braeburn Mutual Insurance Company in accordance with the requirements of Exhibit F.

Northgate's procurement or risk management team should track insurance certificate renewal dates and follow up with Cedarpoint if updated certificates are not received within a reasonable period following each policy anniversary.

D. Ongoing Reporting

Cedarpoint is subject to the following recurring reporting obligations under the MSA:

• Quarterly Network Performance Reviews and Optimization Reports: Cedarpoint is required to deliver quarterly performance review reports to Northgate pursuant to Exhibit A. These reports should address network utilization, performance trends, capacity projections, and recommended optimizations. Northgate should designate the internal recipients for these reports and establish a cadence for review meetings.

• Monthly SLA Performance Reporting: Cedarpoint is required to deliver monthly SLA performance reports pursuant to Exhibit B, documenting actual network availability against the 99.95% monthly uptime commitment on a per-node basis. These reports form the basis for any service credit claims and should be reviewed promptly upon receipt.

E. MFN Audit Right

Northgate may exercise its annual MFN audit right commencing after the completion of the first twelve (12) months of the term. The first eligible audit window opens on June 9, 2024. Northgate should evaluate whether to exercise its MFN audit right in the first eligible window based on market intelligence and any information available regarding Cedarpoint's pricing to other customers of comparable volume. As noted in Section IV.E above, if the audit reveals an MFN violation (pricing differential exceeding 3%), the cost of the audit is borne by Cedarpoint; if no violation is found, the cost is borne by Northgate. Northgate may engage an independent third-party auditor to conduct the MFN review, subject to appropriate confidentiality protections.

VII. KEY DATES CALENDAR

The following calendar summarizes the key dates and recurring obligations applicable to the MSA throughout its potential maximum term:

Calderwood & Harkness strongly recommends that the Northgate legal and procurement teams input all dates reflected in this calendar into Northgate's internal contract management and calendaring systems to ensure that no critical deadlines are missed.

VIII. OPEN ITEMS AND RECOMMENDATIONS

No material open items remain as of June 20, 2023. All closing deliverables from all parties have been received and confirmed in satisfactory form, and all conditions to formal close-out have been satisfied.

Calderwood & Harkness offers the following recommendations for the Northgate team's consideration as it transitions from the transactional phase into the operational and contract administration phase of the MSA:

1. Internal Calendar Reminders. Northgate Americas should establish internal calendar reminders in its contract management system for all recurring and date-specific obligations, including: (a) annual escrow deposit dates (to confirm receipt from Cedarpoint); (b) non-renewal notice deadlines for each term expiration; (c) MFN audit eligibility windows; and (d) insurance certificate renewal and delivery confirmations. The Key Dates Calendar set forth in Section VII of this memorandum provides a comprehensive reference for this purpose.

2. Phase 1 Migration Coordination. Northgate should promptly initiate coordination between Katrina Bosch, Vice President of Network Operations, and Cedarpoint's dedicated service delivery manager to establish the detailed Phase 1 migration timeline and parallel-run schedules. Given the complexity of the migration from Greystone Halcyon Software's legacy MPLS infrastructure, early engagement on Phase 1 planning is critical to maintaining the overall eighteen-month migration timeline. Northgate should also ensure that its existing contractual relationship with Greystone provides for the cooperation and circuit decommissioning support contemplated by the Transition Services Side Letter.

3. Notification to External Auditors. Calderwood & Harkness recommends that Northgate Americas inform Dunmore & Pratt LLP, its external auditors (lead audit partner: Helen Treadway), of the execution of the MSA for purposes of Northgate Americas' North American operations audit. Specific items that may be relevant to the audit include the $75,000,000 Total Contract Value commitment and its treatment as a multi-year service obligation, the escrow account established at Dravello National Bank and the associated annual deposit obligations, and the treatment of the ArcMesh platform license fees under applicable accounting standards.

4. Ridgeline Capital Partners Monitoring. Given Ridgeline Capital Partners, LP's 62% majority ownership of Cedarpoint and the significance of the MSA's change of control provisions, Northgate should monitor publicly available information regarding Ridgeline's investment portfolio and exit activity. While there is no current indication that Ridgeline is contemplating a near-term divestiture of its Cedarpoint stake, private equity investment horizons are finite, and early awareness of potential exit scenarios will enable Northgate to evaluate its options under the change of control provisions in a timely and informed manner.

IX. DOCUMENT RETENTION

Calderwood & Harkness LLP will maintain the complete closing binder and all transaction files related to this matter under Matter No. 1022-00008 in accordance with the firm's standard document retention policy. The transaction files include all drafts of the MSA and ancillary documents, all correspondence between counsel, internal memoranda, negotiation notes, and research materials generated in connection with the engagement.

Conformed copies of all executed documents — including the MSA (with all Exhibits and Schedules), the Escrow Agreement, the Transition Services Side Letter, the Mutual NDA, all Officer's and Secretary's Certificates, the legal opinion letter from Whitfield Graves & Morrow LLP, and all certificates of insurance — have been delivered to Marcus Harcourt, General Counsel of Northgate Telecommunications PLC, and Deirdre Kwan, Vice President of Procurement, North America, Northgate Americas, Inc. Northgate should maintain its copies of these documents in accordance with its own records retention policies and ensure that they are accessible to internal stakeholders who may need to reference them in connection with contract administration, compliance, or audit matters.

Should Northgate require additional copies of any transaction documents or have questions regarding the contents of the closing binder, please contact Christy Bauer or Colette Whitman at the contact information below.

•

This memorandum has been prepared to serve as the definitive record of the closing of the MSA between Northgate Americas, Inc. and Cedarpoint Systems Integration, Inc. We are pleased to have assisted Northgate in bringing this transaction to a successful conclusion and remain available to advise on any matters arising under the MSA or any of the ancillary agreements.

Prepared by:

Christy Bauer Lead Associate, intellectual Property Group Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022

Reviewed and approved by:

Colette Whitman Responsible Partner Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022

Calderwood & Harkness LLP	600 Lexington Avenue, 30th Floor	New York, NY 10022 Matter No. 1022-00008 PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
Date	Event
March 14, 2023	Calderwood & Harkness LLP engagement opened; engagement letter executed with Northgate Telecommunications PLC under Matter No. 1022-00008.
April 3, 2023	First draft MSA circulated by Calderwood & Harkness to Whitfield Graves & Morrow LLP on behalf of Cedarpoint. The initial draft reflected the commercial terms outlined in the non-binding term sheet that had been agreed between the parties' respective business teams in late February 2023.
April 21, 2023	Cedarpoint's redline of the first draft MSA received from Whitfield Graves & Morrow LLP. The Cedarpoint redline raised approximately forty-seven (47) substantive comments and proposed revisions, with the most significant areas of contention relating to liability caps, IP indemnification scope, change of control mechanics, and the MFN pricing construct.
May 5, 2023	Second draft MSA circulated by Calderwood & Harkness to Whitfield Graves & Morrow LLP. This draft incorporated Northgate's responses to all Cedarpoint comments, accepted certain non-material revisions proposed by Cedarpoint, and included revised positions on the contested provisions noted above.
May 19, 2023	Cedarpoint's counter-redline of the second draft MSA received from Whitfield Graves & Morrow LLP. The number of open issues was reduced to approximately twelve (12) substantive items, principally involving the indemnification cap structure, the escrow deposit mechanism, the SLA credit tiers, and the change of control notice period.
June 1, 2023	Final in-person negotiation session held at Calderwood & Harkness's New York office, 600 Lexington Avenue, 30th Floor, New York, New York. All remaining open issues were resolved during this session. Attendees included Colette Whitman, Christy Bauer, Deirdre Kwan, and Katrina Bosch on behalf of Northgate, and Douglas Fenn, Simone Alvarez, Nadia Okafor (General Counsel, Cedarpoint), and Philip Hargreaves (Chief Financial Officer, Cedarpoint) on behalf of Cedarpoint.
June 9, 2023	Execution of the MSA (including all Exhibits and Schedules), the tri-party Escrow Agreement, and the Transition Services Side Letter. The Services Commencement Date under the MSA is June 9, 2023. Signing and closing occurred simultaneously pursuant to MSA Section 2.1.
June 12, 2023	Dravello National Bank confirmed establishment of escrow account FNB-ESC-2023-07742 and issued account confirmation documentation.
June 16, 2023	Receipt of Cedarpoint's Secretary's Certificate, certificates of insurance from Braeburn Mutual Insurance Company, and confirmation of Cedarpoint's initial escrow deposit of $750,000 to Dravello National Bank.
June 20, 2023	All closing deliverables confirmed received and satisfactory; formal close-out achieved. Closing binder assembled and distributed.
Shareholder	Ownership Percentage
Ridgeline Capital Partners, LP (55 Arch Street, Suite 700, Greenwich, CT 06830; Managing Partner: Jonathan Kessler)	62%
Rajiv Sundaram (CEO, Founder)	18%
Teresa Cho (COO, Founder)	12%
Other employees and early investors	8%
Service Category	Annual Fee	% of ACV
Managed Network Services (operations, monitoring, NOC)	$10,500,000	70%
ArcMesh Platform License and Maintenance	$3,000,000	20%
Professional Services (implementation, migration, optimization)	$1,500,000	10%
Total	$15,000,000	100%
Monthly Uptime Achieved	Service Credit (% of Month's Managed Services Fee)	Approximate Dollar Value
99.90% – 99.94%	5%	$62,500
99.50% – 99.89%	10%	$125,000

Below 99.50%	20%	$250,000
Insurance Type	Per Occurrence	Aggregate
Cyber Liability	$25,000,000	$50,000,000
Technology Errors & Omissions	$20,000,000	$40,000,000
Commercial General Liability	$5,000,000	$10,000,000
Deliverable	Date Received	Status
Executed MSA signature pages (Rajiv Sundaram, CEO, Cedarpoint Systems Integration, Inc.)	June 9, 2023	Confirmed
Executed Escrow Agreement signature pages (Rajiv Sundaram, CEO, Cedarpoint Systems Integration, Inc.)	June 9, 2023	Confirmed
Executed Transition Services Side Letter signature pages (Rajiv Sundaram, CEO, Cedarpoint Systems Integration, Inc.)	June 9, 2023	Confirmed
Officer's Certificate of Rajiv Sundaram, CEO — certifying (i) corporate authority to enter into the MSA and ancillary documents, (ii) absence of material pending or threatened litigation that would impair Cedarpoint's ability to perform its obligations, and (iii) accuracy of representations and warranties as of the date of execution	June 9, 2023	Confirmed
Secretary's Certificate — attaching (i) certified copies of resolutions of Cedarpoint's board of directors authorizing the MSA and ancillary transactions, (ii) a copy of Cedarpoint's certificate of incorporation (as amended), (iii) a copy of Cedarpoint's bylaws (as amended), (iv) a certificate of good standing issued by the Delaware Secretary of State, and (v) incumbency certificates for Rajiv Sundaram (CEO), Philip Hargreaves (CFO), and Nadia Okafor (General Counsel)	June 16, 2023	Confirmed
Legal Opinion Letter — Whitfield Graves & Morrow LLP (delivered by Douglas Fenn, partner) — opining as to (i) due organization and valid existence of Cedarpoint under the laws of the State of Delaware, (ii) corporate power and authority to execute and deliver the MSA and ancillary documents, (iii) enforceability of the MSA and ancillary documents against Cedarpoint in accordance with their terms, and (iv) absence of conflicts with Cedarpoint's organizational documents or any applicable law known to WGM; delivered pursuant to MSA Section 9.2	June 9, 2023	Confirmed
Certificates of Insurance — issued by Braeburn Mutual Insurance Company (280 Farmington Avenue, Hartford, CT 06105): cyber liability ($25,000,000 per occurrence / $50,000,000 aggregate), technology errors and omissions ($20,000,000 per occurrence / $40,000,000 aggregate), commercial general liability ($5,000,000 per occurrence / $10,000,000 aggregate); Northgate Americas, Inc. named as additional insured on all policies	June 16, 2023	Confirmed
Confirmation of initial escrow deposit of $750,000 to Dravello National Bank, account FNB-ESC-2023-07742	June 16, 2023	Confirmed
Deliverable	Date Received	Status
Executed MSA signature pages (Warren Liang, President, Northgate Americas, Inc.)	June 9, 2023	Confirmed
Executed Escrow Agreement signature pages (Warren Liang, President, Northgate Americas, Inc.)	June 9, 2023	Confirmed
Executed Transition Services Side Letter signature pages (Warren Liang, President, Northgate Americas, Inc.)	June 9, 2023	Confirmed
Officer's Certificate of Warren Liang, President — certifying (i) corporate authority to enter into the MSA and ancillary documents, and (ii) accuracy of representations and warranties as of the date of execution	June 9, 2023	Confirmed
Deliverable	Date Received	Status
Executed Escrow Agreement signature pages (authorized officer, Dravello National Bank)	June 9, 2023	Confirmed
Escrow account confirmation for account FNB-ESC-2023-07742, issued by Brian Caulfield, Relationship Manager	June 12, 2023	Confirmed
Deposit Date	Amount	Cumulative Balance
June 16, 2023 (initial deposit)	$750,000	$750,000
June 9, 2024	$750,000	$1,500,000

June 9, 2025	$750,000	$2,250,000
June 9, 2026	$750,000	$3,000,000
June 9, 2027	$750,000	$3,750,000 (aggregate cap)
Date	Obligation / Event
June 9, 2023	Services Commencement Date; MSA effective; initial term begins
June 9, 2024	Year 2 escrow deposit ($750,000) due from Cedarpoint to Dravello National Bank; first eligible MFN audit window opens
June 9, 2025	Year 3 escrow deposit ($750,000) due from Cedarpoint to Dravello National Bank
June 9, 2026	Year 4 escrow deposit ($750,000) due from Cedarpoint to Dravello National Bank
June 9, 2027	Year 5 escrow deposit ($750,000) due from Cedarpoint to Dravello National Bank; aggregate escrow cap of $3,750,000 reached
Approximately December 9, 2027	Deadline for either party to provide 180 days' written notice of non-renewal prior to expiration of the initial term on June 8, 2028
June 8, 2028	Expiration of the initial five-year term; first automatic two-year renewal term commences if no non-renewal notice has been given
Approximately December 8, 2029	Deadline for either party to provide 180 days' written notice of non-renewal prior to expiration of the first renewal term on June 8, 2030
June 8, 2030	Expiration of the first renewal term; second (and final) automatic two-year renewal term commences if no non-renewal notice has been given
Approximately December 8, 2031	Deadline for either party to provide 180 days' written notice of non-renewal prior to expiration of the second renewal term on June 8, 2032
June 8, 2032	Expiration of the second (and final) renewal term; MSA terminates
Annually (each calendar year)	MFN audit window; insurance certificate renewal and delivery
Quarterly	Network performance review and optimization report due from Cedarpoint
Monthly	SLA performance report due from Cedarpoint
Approximately December 9, 2024	Target completion date fo

MEMORANDUM — PRIVILEGED AND CONFIDENTIAL
ATTORNEY-CLIENT PRIVILEGED
This memorandum is protected by the attorney-client privilege and the work product doctrine. It is intended solely for the use of the addressees named herein and contains confidential legal advice rendered in connection with Calderwood & Harkness LLP's representation of Northgate Telecommunications PLC and its subsidiaries. Any unauthorized review, use, disclosure, or distribution of this memorandum is strictly prohibited. If you have received this memorandum in error, please notify Calderwood & Harkness LLP immediately and destroy all copies.
FROM: Colette Whitman, Responsible Partner, and Christy Bauer, Lead Associate Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022
TO: Marcus Harcourt, General Counsel, Northgate Telecommunications PLC Deirdre Kwan, Vice President of Procurement, North America, Northgate Americas, Inc.
CC: Elaine Forsythe (Billing Partner, Calderwood & Harkness LLP) Garrett Simmons (Working Associate, Calderwood & Harkness LLP) Warren Liang (President, Northgate Americas, Inc.) Katrina Bosch (Vice President of Network Operations, Northgate Americas, Inc.) Alistair Pemberton (Chief Technology Officer, Northgate Telecommunications PLC)
DATE: June 20, 2023
RE: Closing Memorandum — Master Services Agreement between Northgate Americas, Inc. and Cedarpoint Systems Integration, Inc.
MATTER NO.: 1022-00008
I. PURPOSE AND EXECUTIVE SUMMARY
This memorandum confirms the successful closing of the Master Services Agreement (the "MSA") between Northgate Americas, Inc. ("Customer" or "NAI"), a Delaware corporation and wholly owned subsidiary of Northgate Telecommunications PLC ("NTP"), and Cedarpoint Systems Integration, Inc. ("Cedarpoint" or "CSI"), a Delaware corporation. The purpose of this memorandum is to provide a comprehensive record of the transaction, summarize the material terms of the MSA and all ancillary agreements, confirm receipt of all closing deliverables, identify post-closing obligations, and set forth recommendations for the Northgate team going forward.
The MSA was fully executed on June 9, 2023. Pursuant to MSA Section 2.1, signing and closing occurred simultaneously, with the Services Commencement Date coinciding with the date of execution. Following execution, a number of post-signing closing deliverables — including the Secretary's Certificate for Cedarpoint, certificates of insurance from Braeburn Mutual Insurance Company, and confirmation of the initial escrow deposit to Dravello National Bank — were received and confirmed by Calderwood & Harkness over the subsequent eleven (11) days. As of June 20, 2023, all closing deliverables have been received and confirmed in satisfactory form, constituting formal close-out of the transaction.
The MSA governs Cedarpoint's provision of a comprehensive suite of managed network services to Northgate Americas, including managed WAN services, SD-WAN deployment and optimization utilizing Cedarpoint's proprietary ArcMesh platform (version 4.2), 24×7 Network Operations Center ("NOC") monitoring, cybersecurity monitoring and incident response, and a structured three-phase migration from the legacy MPLS infrastructure currently provided by Greystone Halcyon Software. The services encompass 340 enterprise node locations distributed across 28 states within the United States and 3 provinces within Canada.
The Total Contract Value ("TCV") of the MSA is Seventy-Five Million Dollars ($75,000,000) over the five-year initial term, which runs from June 9, 2023 through June 8, 2028. The Annual Contract Value ("ACV") is $15,000,000, resulting in a monthly run-rate of $1,250,000. The MSA provides for two automatic two-year renewal terms, potentially extending the relationship through June 8, 2032, subject to the non-renewal notice provisions described herein.
The MSA is governed by the laws of the State of New York, without regard to conflict of laws principles.
Calderwood & Harkness LLP represented Northgate Telecommunications PLC and its subsidiary Northgate Americas, Inc. throughout the negotiation, drafting, and execution of the MSA and all ancillary agreements. Cedarpoint Systems Integration, Inc. was represented by Whitfield Graves & Morrow LLP ("WGM"), with Douglas Fenn serving as lead partner and Simone Alvarez serving as associate counsel.
II. TRANSACTION TIMELINE
The following timeline sets forth the key milestones in the negotiation, execution, and closing of the MSA:
The negotiation proceeded in an orderly fashion over approximately nine weeks from the circulation of the first draft to execution. The parties and their respective counsel maintained a collaborative and professional working relationship throughout the process, which facilitated efficient resolution of the contested terms.
III. EXECUTED DOCUMENTS AND EFFECTIVE DATES
The following is a complete inventory of all documents executed in connection with the transaction, together with their respective effective dates and the identities of the authorized signatories.
A. Master Services Agreement
The principal agreement governing the transaction is the Master Services Agreement between Northgate Americas, Inc. and Cedarpoint Systems Integration, Inc. (the "MSA"). The MSA was executed by the authorized representatives of both parties on June 9, 2023, which serves as the Effective Date. The MSA was signed by Warren Liang, in his capacity as President of Northgate Americas, Inc., on behalf of Customer, and by Rajiv Sundaram, in his capacity as Chief Executive Officer of Cedarpoint Systems Integration, Inc., on behalf of Service Provider. Both signatories' authority to bind their respective entities was confirmed by the Officer's Certificates and, in the case of Cedarpoint, the Secretary's Certificate delivered as closing deliverables.
B. Exhibits to the MSA
The following Exhibits are attached to and incorporated by reference into the MSA, each effective as of June 9, 2023:
Exhibit A — Statement of Work / Service Descriptions. Exhibit A sets forth the detailed scope of services to be provided by Cedarpoint under the MSA. The services described in Exhibit A include: (i) managed WAN services across all 340 enterprise node locations; (ii) SD-WAN deployment and ongoing optimization utilizing Cedarpoint's proprietary ArcMesh platform, version 4.2; (iii) 24×7 NOC monitoring provided from Cedarpoint's primary NOC facility located in Reston, Virginia, with secondary/failover NOC capability provided from Cedarpoint's facility in Winnipeg, Manitoba, Canada; (iv) quarterly network performance reviews and optimization reports to be delivered to Northgate's VP of Network Operations; (v) a structured three-phase migration from the legacy MPLS infrastructure currently provided by Greystone Halcyon Software to Cedarpoint's SD-WAN/ArcMesh platform, to be completed over a period of approximately eighteen (18) months; (vi) cybersecurity monitoring, threat detection, and incident response for the managed network perimeter; and (vii) the assignment of a dedicated Cedarpoint service delivery manager to serve as the primary operational point of contact for Northgate throughout the term of the MSA.
Exhibit B — Service Level Agreement. Exhibit B establishes the service level commitments applicable to Cedarpoint's performance under the MSA. The cornerstone SLA metric is a network availability commitment of 99.95% monthly uptime, measured on a per-node basis. Exhibit B also sets forth the tiered service credit structure that applies in the event Cedarpoint fails to meet the stated availability targets, the methodology for measuring and reporting uptime, the process for Northgate to submit service credit claims, and the consequences of sustained underperformance (including Northgate's right to terminate for cause upon three consecutive months of performance below 99.50%). The service credit structure and related provisions are discussed in greater detail in Section IV.F of this memorandum.
Exhibit C — Pricing Schedule and Fee Structure. Exhibit C sets forth the comprehensive fee structure for the services, including the Annual Contract Value of $15,000,000, the monthly run-rate of $1,250,000, and the breakdown of fees among the three principal service categories: managed network services (operations, monitoring, and NOC), ArcMesh platform licensing and maintenance, and professional services (implementation, migration, and optimization). The fee composition is discussed in further detail in Section IV.D of this memorandum. Exhibit C also addresses payment terms, invoicing procedures, late payment provisions, and the mechanics for adjusting fees in connection with the addition or removal of managed nodes.
Exhibit D — Acceptable Use Policy. Exhibit D sets forth the acceptable use policy governing Northgate's utilization of the ArcMesh platform and the managed network services, including restrictions on prohibited uses, network abuse, and unauthorized access. The acceptable use policy is incorporated into the MSA by reference and compliance with its terms is a condition of Northgate's continued right to use the ArcMesh platform.
Exhibit E — Data Security and Privacy Requirements. Exhibit E establishes the data security and privacy requirements applicable to Cedarpoint's handling of Northgate data in connection with the services. These requirements include, among other things: (i) detailed data breach notification procedures, including the requirement that Cedarpoint notify Northgate of any confirmed or reasonably suspected data breach within seventy-two (72) hours of discovery; (ii) Northgate's right to conduct security audits of Cedarpoint's facilities, systems, and practices on reasonable notice; (iii) data localization requirements specifying that Northgate data must be stored and processed within the United States and Canada; and (iv) data retention and destruction standards governing Cedarpoint's obligations upon termination or expiration of the MSA. These provisions were the subject of significant negotiation, and the final terms reflect protections that Calderwood & Harkness considers robust and appropriate for an engagement of this scope and sensitivity.
Exhibit F — Insurance Requirements. Exhibit F specifies the minimum insurance coverage levels that Cedarpoint is required to maintain throughout the term of the MSA. These include cyber liability insurance, technology errors and omissions insurance, and commercial general liability insurance, the specific coverage levels for which are discussed in Section IV.G of this memorandum. Exhibit F identifies Braeburn Mutual Insurance Company (280 Farmington Avenue, Hartford, CT 06105) as Cedarpoint's current insurance carrier and requires that Northgate Americas, Inc. be named as an additional insured on all required policies. Cedarpoint is obligated to provide updated certificates of insurance to Northgate annually and upon each policy renewal.
C. Schedules to the MSA
The following Schedules are attached to and incorporated by reference into the MSA:
Schedule 1 — Node Locations. Schedule 1 contains a comprehensive listing of all 340 managed enterprise node locations encompassed by the MSA. For each node, Schedule 1 identifies: (i) the site address; (ii) the node type designation (hub or spoke); (iii) the current connectivity provider servicing the node (principally Greystone Halcyon Software); and (iv) the migration phase assignment (Phase 1, Phase 2, or Phase 3) for purposes of the transition from the Greystone legacy MPLS infrastructure to Cedarpoint's SD-WAN/ArcMesh platform. The node locations span 28 states within the United States and 3 provinces within Canada (Ontario, Alberta, and British Columbia).
Schedule 2 — Change of Control Provisions. Schedule 2 sets forth the detailed change of control mechanics applicable to Cedarpoint under the MSA. The change of control provisions, which were among the most heavily negotiated elements of the agreement, include: (i) a comprehensive four-prong definition of "change of control," the specific elements of which are discussed in Section IV.H of this memorandum; (ii) the notice periods and election rights applicable to Northgate upon the occurrence of a change of control event; (iii) Cedarpoint's transition assistance obligations in the event of a termination triggered by a change of control; (iv) the conditions governing the release of the wind-down escrow upon a change of control termination; (v) anti-assignment provisions voiding any purported assignment of the MSA without Northgate's prior written consent; and (vi) a disclosure of Cedarpoint's current ownership structure, identifying Ridgeline Capital Partners, LP as the majority equity holder with a 62% ownership interest.
Schedule 3 — Most Favored Nation Pricing Terms. Schedule 3 contains the detailed MFN pricing provisions applicable to Cedarpoint's pricing for managed network services under the MSA. Key elements include: (i) the definition of "comparable volume" as 200 or more managed nodes for purposes of identifying benchmark customers; (ii) the specification of a trailing 12-month period as the benchmark comparison window; (iii) the establishment of a greater-than-3% pricing differential as the trigger for corrective action; (iv) the timelines for retroactive credit issuance (45 days) and prospective pricing adjustment (30 days) upon identification of an MFN violation; and (v) the annual audit rights granted to Northgate, together with the cost allocation provisions governing such audits. The MFN provisions are discussed in further detail in Section IV.E of this memorandum.
D. Escrow Agreement
The parties entered into a Tri-Party Escrow Agreement dated June 9, 2023, among Northgate Americas, Inc., Cedarpoint Systems Integration, Inc., and Dravello National Bank, as escrow agent (the "Escrow Agreement"). The Escrow Agreement governs the establishment and administration of a wind-down escrow account to secure Cedarpoint's transition assistance and refund obligations in the event of certain termination scenarios. Key details of the Escrow Agreement are as follows:
• Escrow Agent: Dravello National Bank, 401 South Tryon Street, Suite 1200, Charlotte, NC 28202
• Escrow Account Reference: FNB-ESC-2023-07742
• Relationship Manager: Brian Caulfield
• Annual Deposit Amount: $750,000 (representing 5% of the $15,000,000 Annual Contract Value)
• Aggregate Escrow Cap: $3,750,000 over the five-year initial term ($750,000 × 5 years)
• Governing Law: State of New York
The Escrow Agreement was executed by Warren Liang on behalf of Northgate Americas, Rajiv Sundaram on behalf of Cedarpoint, and an authorized officer of Dravello National Bank. The initial deposit of $750,000 was funded by Cedarpoint as of June 16, 2023, as confirmed by Dravello National Bank. Subsequent annual deposits are due on each anniversary of the Services Commencement Date, as detailed in Section VI.A of this memorandum.
E. Mutual Non-Disclosure Agreement
The Mutual Non-Disclosure Agreement between Northgate Americas, Inc. and Cedarpoint Systems Integration, Inc. (the "Mutual NDA") was originally executed on February 22, 2023, prior to the commencement of substantive MSA negotiations. The Mutual NDA establishes reciprocal confidentiality obligations with respect to proprietary and confidential information exchanged between the parties, and has a three-year confidentiality term running from its date of execution (expiring February 22, 2026, absent earlier termination).
The Mutual NDA is referenced in MSA Section 12 (Confidentiality) and remains in full force and effect. The confidentiality provisions of the MSA supplement and do not supersede the Mutual NDA; in the event of any conflict between the two instruments, the provision affording the greater protection to the disclosing party's confidential information governs. Because the Mutual NDA is a predecessor agreement that was executed prior to and independent of the MSA, it was not re-executed at closing but is included in the closing binder as a reference document.
F. Transition Services Side Letter
A side letter between Northgate Americas, Inc. and Cedarpoint Systems Integration, Inc. (the "Transition Services Side Letter"), dated June 9, 2023, was executed contemporaneously with the MSA. The Transition Services Side Letter governs the terms and conditions applicable to the migration from the legacy MPLS infrastructure currently provided by Greystone Halcyon Software to Cedarpoint's SD-WAN/ArcMesh platform. The migration is structured in three phases to be completed over a total period of approximately eighteen (18) months, with an anticipated completion target of approximately December 9, 2024.
Key provisions of the Transition Services Side Letter include: (i) the definition of the three migration phases and the assignment of specific node locations to each phase (consistent with the phase assignments set forth in Schedule 1 to the MSA); (ii) parallel-run requirements obligating Cedarpoint to maintain concurrent operation of both the legacy Greystone MPLS circuits and the new Cedarpoint SD-WAN infrastructure at each migrating node for a defined validation period prior to cutover; (iii) detailed rollback procedures enabling Northgate to revert to the Greystone legacy infrastructure in the event of migration issues; (iv) acceptance testing criteria and procedures applicable to each migrated node; (v) coordination and cooperation obligations with respect to Greystone Halcyon Software, including provisions for joint cutover scheduling and circuit decommissioning; and (vi) Northgate's right to delay any migration phase by up to thirty (30) days upon written notice to Cedarpoint, without incurring additional charges or penalties.
IV. SUMMARY OF MATERIAL TERMS OF THE MSA
The following is a summary of the material terms and conditions of the MSA. This summary is provided for reference purposes and does not purport to be a complete restatement of the MSA. In the event of any discrepancy between this summary and the actual terms of the MSA, the MSA governs.
A. Parties and Contracting Structure
Customer: Northgate Americas, Inc.
Northgate Americas, Inc. is a Delaware corporation with Employer Identification Number 84-3291067. NAI's principal office is located at 1700 Market Street, Suite 2400, Philadelphia, Pennsylvania 19103. Its registered office in Delaware is maintained care of Calvert Corporate Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801. NAI is a wholly owned subsidiary of Northgate Telecommunications PLC, a public limited company organized under the laws of England and Wales, with its shares listed on the London Stock Exchange under the ticker symbol NTP.L. NAI serves as the primary North American operating entity for the Northgate group and is the contracting party under the MSA.
Service Provider: Cedarpoint Systems Integration, Inc.
Cedarpoint Systems Integration, Inc. is a Delaware corporation with Employer Identification Number 52-4178503. CSI's headquarters are located at 11400 Commerce Park Drive, Suite 600, Reston, Virginia 20191. Its registered office in Delaware is maintained care of Calvert Corporate Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801 (the same registered agent as NAI). Cedarpoint was founded in 2009 by Rajiv Sundaram (who currently serves as Chief Executive Officer) and Teresa Cho (who currently serves as Chief Operating Officer). For its most recently completed fiscal year (FY2022), Cedarpoint reported revenues of approximately $420,000,000 and maintains a workforce of approximately 1,800 employees across its domestic and international operations.
Cedarpoint's current equity ownership structure is as follows:
The majority ownership position held by Ridgeline Capital Partners, LP, a private equity fund, is a significant consideration in connection with the change of control provisions discussed in Section IV.H below, as any future divestiture or exit by Ridgeline would likely constitute a change of control event under the MSA.
B. Term
The initial term of the MSA is five (5) years, commencing on the Effective Date (June 9, 2023) and expiring on June 8, 2028. The MSA provides for two (2) automatic renewal terms of two (2) years each. Each renewal term will commence automatically upon the expiration of the then-current term unless either party provides the other with at least one hundred eighty (180) days' written notice of non-renewal prior to the expiration of the then-current term. If both renewal options are exercised through inaction, the maximum potential duration of the MSA (inclusive of the initial term and both renewal terms) would extend through June 8, 2032 — a total of nine (9) years.
The non-renewal notice deadlines are set forth in the Key Dates Calendar in Section VII of this memorandum and are critical dates that should be tracked by Northgate's internal legal and procurement teams.
C. Scope of Services
Cedarpoint's scope of services under the MSA encompasses the following:
• Managed WAN Services: Cedarpoint will provide managed wide-area network services across all 340 of Northgate Americas' enterprise node locations, distributed across 28 states within the United States and 3 provinces within Canada (Ontario, Alberta, and British Columbia). These services include network monitoring, fault management, configuration management, performance management, and capacity planning.
• SD-WAN Deployment and Optimization: Cedarpoint will deploy and manage a software-defined wide-area network utilizing its proprietary ArcMesh platform, version 4.2, across the Northgate Americas network. Ongoing optimization services include traffic engineering, application-aware routing, and WAN path selection optimization.
• 24×7 NOC Monitoring: Cedarpoint will provide around-the-clock Network Operations Center monitoring from its primary NOC facility in Reston, Virginia, with secondary and failover NOC capability provided from its facility in Winnipeg, Manitoba, Canada. The dual-NOC architecture provides geographic redundancy and ensures continuity of monitoring in the event of a facility-level disruption.
• Quarterly Network Performance Reviews: Cedarpoint will deliver quarterly network performance reviews and optimization reports to Northgate's VP of Network Operations, Katrina Bosch, and other designated Northgate personnel. These reports will address network utilization, performance trends, capacity projections, and recommended optimizations.
• Three-Phase Migration from Greystone Legacy MPLS: Cedarpoint will execute a structured, three-phase migration of Northgate Americas' network infrastructure from the legacy MPLS infrastructure currently provided by Greystone Halcyon Software to Cedarpoint's SD-WAN/ArcMesh platform. The migration is projected to span approximately eighteen (18) months from the Services Commencement Date, with an anticipated completion target of approximately December 9, 2024. The terms governing the migration are set forth in the Transition Services Side Letter discussed in Section III.F above.
• Cybersecurity Monitoring and Incident Response: Cedarpoint will provide cybersecurity monitoring, threat detection, and incident response services for the managed network perimeter. These services are designed to complement Northgate Americas' existing internal cybersecurity capabilities and are subject to the data security and privacy requirements established in Exhibit E.
• Dedicated Service Delivery Manager: Cedarpoint will assign a dedicated service delivery manager to serve as the primary operational point of contact for Northgate Americas throughout the term of the MSA. The dedicated service delivery manager will be responsible for day-to-day operational coordination, escalation management, and overall service relationship governance.
D. Pricing and Fee Structure
The pricing and fee structure for the MSA is as follows:
• Total Contract Value (TCV): $75,000,000 over the five-year initial term
• Annual Contract Value (ACV): $15,000,000 per year ($75,000,000 ÷ 5)
• Monthly Run-Rate: $1,250,000 per month ($15,000,000 ÷ 12)
The annual fee of $15,000,000 is composed of the following three categories:
The fee structure was negotiated on a fixed annual basis to provide Northgate with pricing certainty and predictable budgeting over the initial term. The ArcMesh platform licensing fee includes all updates, patches, and maintenance releases to the ArcMesh platform during the term, but does not include major version upgrades (e.g., from v4.x to v5.x), which would be subject to separate negotiation. The professional services component covers the implementation and migration activities described in the Transition Services Side Letter as well as ongoing optimization services.
E. Most Favored Nation Pricing
The MSA includes Most Favored Nation ("MFN") pricing provisions, the detailed terms of which are set forth in Schedule 3. These provisions represent an important commercial protection for Northgate and were the subject of considerable negotiation.
Under the MFN provisions, Cedarpoint warrants that the per-unit pricing for managed network services offered to Northgate Americas will not exceed the lowest per-unit pricing offered by Cedarpoint to any other customer of "comparable volume." For purposes of the MFN provisions, "comparable volume" is defined as a customer with 200 or more managed nodes. Northgate Americas' current network comprises 340 managed nodes, which is well above the 200-node threshold and ensures that Northgate will have a robust set of benchmark comparators for MFN purposes.
The MFN benchmark comparison is based on a trailing 12-month period. If an MFN audit reveals that Cedarpoint is offering lower per-unit pricing to another customer of comparable volume, and the pricing differential exceeds 3%, Cedarpoint is obligated to: (i) issue a retroactive credit to Northgate within forty-five (45) days of the audit finding, reflecting the pricing differential for the benchmark period; and (ii) adjust Northgate's prospective pricing to eliminate the differential within thirty (30) days.
Northgate has the right to exercise its MFN audit right once per calendar year. The first eligible MFN audit window opens on June 9, 2024, following the completion of the first twelve (12) months of the term. If the audit reveals an MFN violation, the cost of the audit is borne by Cedarpoint. If the audit reveals no violation, the cost is borne by Northgate. Northgate may engage an independent third-party auditor for purposes of conducting the MFN audit, subject to the execution of reasonable confidentiality protections with respect to Cedarpoint's pricing information.
F. Service Levels and Credits
The MSA establishes robust service level commitments applicable to Cedarpoint's network availability performance, as set forth in Exhibit B.
Network Availability SLA: Cedarpoint commits to a network availability SLA of 99.95% monthly uptime, measured on a per-node basis. Uptime is measured as the total minutes in the applicable calendar month minus scheduled maintenance windows minus unexcused downtime minutes, divided by the total minutes in the applicable month minus scheduled maintenance windows.
Tiered Service Credit Structure: In the event that Cedarpoint fails to meet the 99.95% monthly uptime SLA at any given node, the following tiered service credit structure applies:
The approximate dollar values reflected in the table above are calculated based on the monthly managed services fee of $1,250,000 (i.e., $15,000,000 ACV ÷ 12 months), which represents the aggregate monthly fee across all service categories. The service credits are applied as credits against the following month's invoice; they do not result in cash refunds absent termination of the MSA.
Material Breach Trigger: Three (3) consecutive months of network availability performance below 99.50% at any node constitutes a material breach of the MSA, entitling Northgate to terminate the MSA for cause pursuant to the termination provisions of the agreement, subject to any applicable cure period.
Annual Service Credit Cap: The maximum aggregate amount of service credits that Northgate may receive in any contract year is capped at thirty percent (30%) of the annual managed services fee. Based on the current annual managed services fee of $10,500,000, the annual service credit cap is $3,150,000 ($10,500,000 × 30%). This cap applies to service credits only and does not limit Northgate's rights with respect to indemnification, termination for material breach, or other contractual remedies.
G. Indemnification
The MSA establishes comprehensive mutual indemnification obligations between the parties, reflecting the allocation of risk negotiated during the course of the transaction.
Cedarpoint's Indemnification Obligations: Cedarpoint indemnifies, defends, and holds harmless Northgate Americas (and its parent, affiliates, officers, directors, employees, and agents) against losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: (a) any third-party claim that the ArcMesh platform, or any component thereof, infringes or misappropriates the intellectual property rights of a third party; (b) any data breach caused by Cedarpoint's negligence or willful misconduct; (c) bodily injury or property damage caused by Cedarpoint personnel while present on Northgate premises; and (d) any regulatory penalties imposed on Northgate arising from Cedarpoint's failure to comply with applicable telecommunications regulations in the performance of the services.
Northgate's Indemnification Obligations: Northgate Americas indemnifies, defends, and holds harmless Cedarpoint (and its affiliates, officers, directors, employees, and agents) against losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: (a) any claim arising from Northgate's misuse of the ArcMesh platform outside the scope of the license granted under the MSA; and (b) any third-party claim relating to data or content provided by Northgate to Cedarpoint for processing or transmission through the managed network.
Cedarpoint Indemnification Cap: Cedarpoint's aggregate liability for indemnification obligations under the MSA is capped at two hundred percent (200%) of the aggregate fees actually paid by Northgate to Cedarpoint during the twelve (12) months immediately preceding the date on which the claim giving rise to the indemnification obligation first arose. Based on the $15,000,000 Annual Contract Value, the effective cap in Year 1 is $30,000,000 (2 × $15,000,000).
Carve-Outs from Cedarpoint's Cap (Uncapped Liabilities): The following categories of liability are carved out from Cedarpoint's aggregate indemnification cap and are therefore uncapped: (i) intellectual property infringement claims; (ii) willful misconduct; (iii) data breaches; and (iv) breaches of confidentiality obligations. These carve-outs were a key negotiation point and reflect Calderwood & Harkness's assessment that these categories of risk justify unlimited exposure for the responsible party.
Northgate Indemnification Cap: Northgate's aggregate liability for indemnification obligations under the MSA is capped at one hundred percent (100%) of the aggregate fees actually paid by Northgate to Cedarpoint during the twelve (12) months immediately preceding the date on which the claim first arose. Based on the $15,000,000 Annual Contract Value, the effective Northgate cap is $15,000,000 per year.
Insurance Requirements: As an additional layer of protection supporting Cedarpoint's indemnification obligations, the MSA requires Cedarpoint to maintain the following minimum insurance coverages throughout the term:
All policies are currently placed with Braeburn Mutual Insurance Company, 280 Farmington Avenue, Hartford, Connecticut 06105. Northgate Americas, Inc. is named as an additional insured on all policies. Certificates of insurance reflecting the required coverages and additional insured endorsement were received from Braeburn Mutual on June 16, 2023, as part of the closing deliverables.
H. Change of Control
The MSA contains detailed change of control provisions applicable to Cedarpoint, which are set forth in Schedule 2. These provisions were among the most heavily negotiated terms in the agreement and are particularly significant given Ridgeline Capital Partners, LP's majority ownership of Cedarpoint and the potential for a future private equity exit event.
Definition of Change of Control: A "change of control" of Cedarpoint is defined under the MSA to include any of the following events:
(i) the acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) of more than fifty percent (50%) of the voting equity interests of Cedarpoint;
(ii) any merger, consolidation, or reorganization in which Cedarpoint is not the surviving entity, or following which Cedarpoint's pre-transaction equity holders do not retain a majority of the voting equity of the surviving entity;
(iii) the sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all of Cedarpoint's assets; or
(iv) a change in a majority of the members of Cedarpoint's board of directors within any twelve (12)-month period, other than changes in directors that were approved or recommended by a majority of the directors then in office prior to such change.
Notice Obligation: Cedarpoint is required to provide Northgate with written notice of any anticipated change of control event at least ninety (90) days prior to the expected closing of the transaction giving rise to the change of control.
Northgate's Election Rights: Upon receipt of a change of control notice, Northgate has sixty (60) days in which to elect one of the following options: (a) consent to the assignment of the MSA to the successor entity, such consent not to be unreasonably withheld, conditioned, or delayed; or (b) terminate the MSA by providing Cedarpoint with one hundred eighty (180) days' written notice of termination.
Consequences of Change of Control Termination: In the event Northgate elects to terminate the MSA upon a change of control, the following apply: (i) Cedarpoint is obligated to provide transition assistance services to Northgate at no additional cost for a period to be reasonably determined based on the scope of services and the complexity of the transition; (ii) Northgate is entitled to receive a pro-rata refund of any prepaid fees attributable to the period following the effective date of termination; and (iii) the wind-down escrow funds held by Dravello National Bank are released to Northgate.
Anti-Assignment: Any assignment of the MSA by Cedarpoint without Northgate's prior written consent is void and of no force or effect.
Current Ownership Disclosure: As noted in Schedule 2 and in Section IV.A above, Cedarpoint's current equity ownership is concentrated in Ridgeline Capital Partners, LP (62%), with the balance held by the two co-founders (Rajiv Sundaram at 18% and Teresa Cho at 12%) and other employees and early investors (8%). Ridgeline Capital Partners is a private equity firm headquartered at 55 Arch Street, Suite 700, Greenwich, Connecticut 06830, with Jonathan Kessler serving as managing partner. Given Ridgeline's majority ownership stake, any future divestiture or exit by Ridgeline — whether through a sale of its equity interest, a take-private transaction, or a merger of Cedarpoint with a portfolio company — would likely trigger the change of control provisions. The change of control protections negotiated by Calderwood & Harkness are designed to ensure that Northgate retains meaningful optionality and leverage in the event of such a transaction.
I. Escrow Deposit
The wind-down escrow mechanism established under the MSA and the Escrow Agreement is designed to provide Northgate with financial security in the event of a termination scenario in which transition assistance and refund obligations arise.
• Annual Deposit: $750,000, representing 5% of the $15,000,000 Annual Contract Value
• Escrow Agent: Dravello National Bank
• Escrow Account: FNB-ESC-2023-07742
• Aggregate Cap: $3,750,000 ($750,000 × 5 annual deposits over the initial term)
The initial deposit of $750,000 was funded by Cedarpoint on June 16, 2023. Subsequent annual deposits of $750,000 are due on each anniversary of the Services Commencement Date (June 9 of each year, commencing June 9, 2024).
Release Conditions: The escrow funds may be released under any of the following circumstances: (i) termination of the MSA by Northgate following a change of control event, in which case the escrow funds are released to Northgate; (ii) termination of the MSA by Northgate for Cedarpoint's material breach, in which case the escrow funds are released to Northgate; or (iii) natural expiration of the MSA at the end of the then-current term without renewal, in which case the escrow funds are released to Cedarpoint (net of any outstanding obligations).
J. Governing Law and Dispute Resolution
The MSA is governed by and construed in accordance with the laws of the State of New York, without giving effect to principles of conflict of laws that would require the application of the laws of another jurisdiction. The parties have consented to the exclusive jurisdiction and venue of the state and federal courts located in the Borough of Manhattan, City and State of New York, for the resolution of any disputes arising under or relating to the MSA. The MSA does not include an arbitration clause; all disputes are subject to resolution through litigation in the agreed forum.
K. IP Licensing — ArcMesh Platform
Pursuant to the MSA, Cedarpoint grants to Northgate Americas a non-exclusive, non-transferable, non-sublicensable license to use the ArcMesh platform, version 4.2, solely as embedded technology within the managed network services during the term of the MSA. The license is limited to Northgate Americas' internal business operations and does not extend to any affiliates or subsidiaries of Northgate Americas or Northgate Telecommunications PLC unless expressly authorized in writing by Cedarpoint.
All intellectual property rights in and to the ArcMesh platform (including all source code, object code, documentation, trade secrets, and related know-how) remain the exclusive property of Cedarpoint. No assignment of background intellectual property is effected by the MSA. Northgate acknowledges that the ArcMesh platform constitutes Cedarpoint's confidential and proprietary technology and agrees to protect it in accordance with the confidentiality provisions of the MSA and the Mutual NDA.
L. Confidentiality
The MSA establishes mutual confidentiality obligations between the parties with respect to confidential and proprietary information disclosed by either party to the other in connection with the MSA and the services. The confidentiality provisions of the MSA supplement the Mutual Non-Disclosure Agreement between the parties dated February 22, 2023, which remains in full force and effect. The MSA's confidentiality obligations survive for a period of five (5) years following the expiration or termination of the MSA, and with respect to trade secrets, for so long as such information retains its trade secret status under applicable law.
V. CLOSING DELIVERABLES — RECEIPT AND CONFIRMATION
Calderwood & Harkness has confirmed receipt of all closing deliverables from each party to the transaction. The following tables set forth the closing deliverables received from Cedarpoint and Whitfield Graves & Morrow LLP, from Northgate Americas, and from Dravello National Bank, respectively, together with the date of receipt and confirmation status.
A. From Cedarpoint / Whitfield Graves & Morrow LLP
B. From Northgate Americas
C. From Dravello National Bank
D. Closing Binder
A complete closing binder has been assembled by Calderwood & Harkness LLP as of June 20, 2023. The closing binder contains originals or conformed copies of all executed documents, including the MSA (with all Exhibits and Schedules), the Escrow Agreement, the Transition Services Side Letter, the Mutual NDA, all Officer's and Secretary's Certificates, the legal opinion letter from Whitfield Graves & Morrow LLP, and all certificates of insurance. Copies of the complete closing binder have been provided to Marcus Harcourt, General Counsel of Northgate Telecommunications PLC, and Deirdre Kwan, Vice President of Procurement, North America, Northgate Americas, Inc.
VI. POST-CLOSING OBLIGATIONS
The following post-closing obligations require attention and action by the Northgate team and/or Cedarpoint following formal close-out of the transaction.
A. Escrow Deposits
The initial escrow deposit of $750,000 was funded by Cedarpoint to Dravello National Bank, account FNB-ESC-2023-07742, as of June 16, 2023. Subsequent annual escrow deposits are due from Cedarpoint on each anniversary of the Services Commencement Date, as follows:
Northgate should confirm receipt of each annual escrow deposit with Dravello National Bank and its relationship manager, Brian Caulfield, within a reasonable period following each deposit due date. Calderwood & Harkness recommends that Northgate's legal team establish internal calendar reminders for each deposit date to ensure timely follow-up.
B. Phase 1 Migration Commencement
Under the terms of the Transition Services Side Letter, Phase 1 of the three-phase migration from Greystone Halcyon Software's legacy MPLS infrastructure to Cedarpoint's SD-WAN/ArcMesh platform is to commence promptly following closing. Northgate's VP of Network Operations, Katrina Bosch, should coordinate with Cedarpoint's dedicated service delivery manager to establish the detailed Phase 1 migration timeline, identify the specific node locations to be migrated in Phase 1 (as assigned in Schedule 1), and finalize parallel-run schedules and acceptance testing criteria.
The three phases of the migration are intended to be completed over a total period of approximately eighteen (18) months from the Services Commencement Date, with an anticipated completion target of approximately December 9, 2024. Northgate retains the right under the Transition Services Side Letter to delay any migration phase by up to thirty (30) days upon written notice to Cedarpoint without incurring additional charges. Coordination with Greystone Halcyon Software will also be necessary to facilitate orderly circuit decommissioning as nodes are migrated.
C. Insurance Certificate Maintenance
Cedarpoint is obligated under the MSA and Exhibit F to maintain the required insurance coverage levels throughout the entire term of the MSA (including any renewal terms). Cedarpoint must provide Northgate with updated certificates of insurance annually, or upon each policy renewal, confirming the maintenance of the required coverage levels and the continuation of Northgate Americas' status as an additional insured. Certificates are to be issued by Braeburn Mutual Insurance Company in accordance with the requirements of Exhibit F.
Northgate's procurement or risk management team should track insurance certificate renewal dates and follow up with Cedarpoint if updated certificates are not received within a reasonable period following each policy anniversary.
D. Ongoing Reporting
Cedarpoint is subject to the following recurring reporting obligations under the MSA:
• Quarterly Network Performance Reviews and Optimization Reports: Cedarpoint is required to deliver quarterly performance review reports to Northgate pursuant to Exhibit A. These reports should address network utilization, performance trends, capacity projections, and recommended optimizations. Northgate should designate the internal recipients for these reports and establish a cadence for review meetings.
• Monthly SLA Performance Reporting: Cedarpoint is required to deliver monthly SLA performance reports pursuant to Exhibit B, documenting actual network availability against the 99.95% monthly uptime commitment on a per-node basis. These reports form the basis for any service credit claims and should be reviewed promptly upon receipt.
E. MFN Audit Right
Northgate may exercise its annual MFN audit right commencing after the completion of the first twelve (12) months of the term. The first eligible audit window opens on June 9, 2024. Northgate should evaluate whether to exercise its MFN audit right in the first eligible window based on market intelligence and any information available regarding Cedarpoint's pricing to other customers of comparable volume. As noted in Section IV.E above, if the audit reveals an MFN violation (pricing differential exceeding 3%), the cost of the audit is borne by Cedarpoint; if no violation is found, the cost is borne by Northgate. Northgate may engage an independent third-party auditor to conduct the MFN review, subject to appropriate confidentiality protections.
VII. KEY DATES CALENDAR
The following calendar summarizes the key dates and recurring obligations applicable to the MSA throughout its potential maximum term:
Calderwood & Harkness strongly recommends that the Northgate legal and procurement teams input all dates reflected in this calendar into Northgate's internal contract management and calendaring systems to ensure that no critical deadlines are missed.
VIII. OPEN ITEMS AND RECOMMENDATIONS
No material open items remain as of June 20, 2023. All closing deliverables from all parties have been received and confirmed in satisfactory form, and all conditions to formal close-out have been satisfied.
Calderwood & Harkness offers the following recommendations for the Northgate team's consideration as it transitions from the transactional phase into the operational and contract administration phase of the MSA:
1. Internal Calendar Reminders. Northgate Americas should establish internal calendar reminders in its contract management system for all recurring and date-specific obligations, including: (a) annual escrow deposit dates (to confirm receipt from Cedarpoint); (b) non-renewal notice deadlines for each term expiration; (c) MFN audit eligibility windows; and (d) insurance certificate renewal and delivery confirmations. The Key Dates Calendar set forth in Section VII of this memorandum provides a comprehensive reference for this purpose.
2. Phase 1 Migration Coordination. Northgate should promptly initiate coordination between Katrina Bosch, Vice President of Network Operations, and Cedarpoint's dedicated service delivery manager to establish the detailed Phase 1 migration timeline and parallel-run schedules. Given the complexity of the migration from Greystone Halcyon Software's legacy MPLS infrastructure, early engagement on Phase 1 planning is critical to maintaining the overall eighteen-month migration timeline. Northgate should also ensure that its existing contractual relationship with Greystone provides for the cooperation and circuit decommissioning support contemplated by the Transition Services Side Letter.
3. Notification to External Auditors. Calderwood & Harkness recommends that Northgate Americas inform Dunmore & Pratt LLP, its external auditors (lead audit partner: Helen Treadway), of the execution of the MSA for purposes of Northgate Americas' North American operations audit. Specific items that may be relevant to the audit include the $75,000,000 Total Contract Value commitment and its treatment as a multi-year service obligation, the escrow account established at Dravello National Bank and the associated annual deposit obligations, and the treatment of the ArcMesh platform license fees under applicable accounting standards.
4. Ridgeline Capital Partners Monitoring. Given Ridgeline Capital Partners, LP's 62% majority ownership of Cedarpoint and the significance of the MSA's change of control provisions, Northgate should monitor publicly available information regarding Ridgeline's investment portfolio and exit activity. While there is no current indication that Ridgeline is contemplating a near-term divestiture of its Cedarpoint stake, private equity investment horizons are finite, and early awareness of potential exit scenarios will enable Northgate to evaluate its options under the change of control provisions in a timely and informed manner.
IX. DOCUMENT RETENTION
Calderwood & Harkness LLP will maintain the complete closing binder and all transaction files related to this matter under Matter No. 1022-00008 in accordance with the firm's standard document retention policy. The transaction files include all drafts of the MSA and ancillary documents, all correspondence between counsel, internal memoranda, negotiation notes, and research materials generated in connection with the engagement.
Conformed copies of all executed documents — including the MSA (with all Exhibits and Schedules), the Escrow Agreement, the Transition Services Side Letter, the Mutual NDA, all Officer's and Secretary's Certificates, the legal opinion letter from Whitfield Graves & Morrow LLP, and all certificates of insurance — have been delivered to Marcus Harcourt, General Counsel of Northgate Telecommunications PLC, and Deirdre Kwan, Vice President of Procurement, North America, Northgate Americas, Inc. Northgate should maintain its copies of these documents in accordance with its own records retention policies and ensure that they are accessible to internal stakeholders who may need to reference them in connection with contract administration, compliance, or audit matters.
Should Northgate require additional copies of any transaction documents or have questions regarding the contents of the closing binder, please contact Christy Bauer or Colette Whitman at the contact information below.
•
This memorandum has been prepared to serve as the definitive record of the closing of the MSA between Northgate Americas, Inc. and Cedarpoint Systems Integration, Inc. We are pleased to have assisted Northgate in bringing this transaction to a successful conclusion and remain available to advise on any matters arising under the MSA or any of the ancillary agreements.
Prepared by:
Christy Bauer Lead Associate, intellectual Property Group Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022
Reviewed and approved by:
Colette Whitman Responsible Partner Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022
Calderwood & Harkness LLP | 600 Lexington Avenue, 30th Floor | New York, NY 10022 Matter No. 1022-00008 PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
Date | Event
March 14, 2023 | Calderwood & Harkness LLP engagement opened; engagement letter executed with Northgate Telecommunications PLC under Matter No. 1022-00008.
April 3, 2023 | First draft MSA circulated by Calderwood & Harkness to Whitfield Graves & Morrow LLP on behalf of Cedarpoint. The initial draft reflected the commercial terms outlined in the non-binding term sheet that had been agreed between the parties' respective business teams in late February 2023.
April 21, 2023 | Cedarpoint's redline of the first draft MSA received from Whitfield Graves & Morrow LLP. The Cedarpoint redline raised approximately forty-seven (47) substantive comments and proposed revisions, with the most significant areas of contention relating to liability caps, IP indemnification scope, change of control mechanics, and the MFN pricing construct.
May 5, 2023 | Second draft MSA circulated by Calderwood & Harkness to Whitfield Graves & Morrow LLP. This draft incorporated Northgate's responses to all Cedarpoint comments, accepted certain non-material revisions proposed by Cedarpoint, and included revised positions on the contested provisions noted above.
May 19, 2023 | Cedarpoint's counter-redline of the second draft MSA received from Whitfield Graves & Morrow LLP. The number of open issues was reduced to approximately twelve (12) substantive items, principally involving the indemnification cap structure, the escrow deposit mechanism, the SLA credit tiers, and the change of control notice period.
June 1, 2023 | Final in-person negotiation session held at Calderwood & Harkness's New York office, 600 Lexington Avenue, 30th Floor, New York, New York. All remaining open issues were resolved during this session. Attendees included Colette Whitman, Christy Bauer, Deirdre Kwan, and Katrina Bosch on behalf of Northgate, and Douglas Fenn, Simone Alvarez, Nadia Okafor (General Counsel, Cedarpoint), and Philip Hargreaves (Chief Financial Officer, Cedarpoint) on behalf of Cedarpoint.
June 9, 2023 | Execution of the MSA (including all Exhibits and Schedules), the tri-party Escrow Agreement, and the Transition Services Side Letter. The Services Commencement Date under the MSA is June 9, 2023. Signing and closing occurred simultaneously pursuant to MSA Section 2.1.
June 12, 2023 | Dravello National Bank confirmed establishment of escrow account FNB-ESC-2023-07742 and issued account confirmation documentation.
June 16, 2023 | Receipt of Cedarpoint's Secretary's Certificate, certificates of insurance from Braeburn Mutual Insurance Company, and confirmation of Cedarpoint's initial escrow deposit of $750,000 to Dravello National Bank.
June 20, 2023 | All closing deliverables confirmed received and satisfactory; formal close-out achieved. Closing binder assembled and distributed.
Shareholder | Ownership Percentage
Ridgeline Capital Partners, LP (55 Arch Street, Suite 700, Greenwich, CT 06830; Managing Partner: Jonathan Kessler) | 62%
Rajiv Sundaram (CEO, Founder) | 18%
Teresa Cho (COO, Founder) | 12%
Other employees and early investors | 8%
Service Category | Annual Fee | % of ACV
Managed Network Services (operations, monitoring, NOC) | $10,500,000 | 70%
ArcMesh Platform License and Maintenance | $3,000,000 | 20%
Professional Services (implementation, migration, optimization) | $1,500,000 | 10%
Total | $15,000,000 | 100%
Monthly Uptime Achieved | Service Credit (% of Month's Managed Services Fee) | Approximate Dollar Value
99.90% – 99.94% | 5% | $62,500
99.50% – 99.89% | 10% | $125,000
Below 99.50% | 20% | $250,000
Insurance Type | Per Occurrence | Aggregate
Cyber Liability | $25,000,000 | $50,000,000
Technology Errors & Omissions | $20,000,000 | $40,000,000
Commercial General Liability | $5,000,000 | $10,000,000
Deliverable | Date Received | Status
Executed MSA signature pages (Rajiv Sundaram, CEO, Cedarpoint Systems Integration, Inc.) | June 9, 2023 | Confirmed
Executed Escrow Agreement signature pages (Rajiv Sundaram, CEO, Cedarpoint Systems Integration, Inc.) | June 9, 2023 | Confirmed
Executed Transition Services Side Letter signature pages (Rajiv Sundaram, CEO, Cedarpoint Systems Integration, Inc.) | June 9, 2023 | Confirmed
Officer's Certificate of Rajiv Sundaram, CEO — certifying (i) corporate authority to enter into the MSA and ancillary documents, (ii) absence of material pending or threatened litigation that would impair Cedarpoint's ability to perform its obligations, and (iii) accuracy of representations and warranties as of the date of execution | June 9, 2023 | Confirmed
Secretary's Certificate — attaching (i) certified copies of resolutions of Cedarpoint's board of directors authorizing the MSA and ancillary transactions, (ii) a copy of Cedarpoint's certificate of incorporation (as amended), (iii) a copy of Cedarpoint's bylaws (as amended), (iv) a certificate of good standing issued by the Delaware Secretary of State, and (v) incumbency certificates for Rajiv Sundaram (CEO), Philip Hargreaves (CFO), and Nadia Okafor (General Counsel) | June 16, 2023 | Confirmed
Legal Opinion Letter — Whitfield Graves & Morrow LLP (delivered by Douglas Fenn, partner) — opining as to (i) due organization and valid existence of Cedarpoint under the laws of the State of Delaware, (ii) corporate power and authority to execute and deliver the MSA and ancillary documents, (iii) enforceability of the MSA and ancillary documents against Cedarpoint in accordance with their terms, and (iv) absence of conflicts with Cedarpoint's organizational documents or any applicable law known to WGM; delivered pursuant to MSA Section 9.2 | June 9, 2023 | Confirmed
Certificates of Insurance — issued by Braeburn Mutual Insurance Company (280 Farmington Avenue, Hartford, CT 06105): cyber liability ($25,000,000 per occurrence / $50,000,000 aggregate), technology errors and omissions ($20,000,000 per occurrence / $40,000,000 aggregate), commercial general liability ($5,000,000 per occurrence / $10,000,000 aggregate); Northgate Americas, Inc. named as additional insured on all policies | June 16, 2023 | Confirmed
Confirmation of initial escrow deposit of $750,000 to Dravello National Bank, account FNB-ESC-2023-07742 | June 16, 2023 | Confirmed
Deliverable | Date Received | Status
Executed MSA signature pages (Warren Liang, President, Northgate Americas, Inc.) | June 9, 2023 | Confirmed
Executed Escrow Agreement signature pages (Warren Liang, President, Northgate Americas, Inc.) | June 9, 2023 | Confirmed
Executed Transition Services Side Letter signature pages (Warren Liang, President, Northgate Americas, Inc.) | June 9, 2023 | Confirmed
Officer's Certificate of Warren Liang, President — certifying (i) corporate authority to enter into the MSA and ancillary documents, and (ii) accuracy of representations and warranties as of the date of execution | June 9, 2023 | Confirmed
Deliverable | Date Received | Status
Executed Escrow Agreement signature pages (authorized officer, Dravello National Bank) | June 9, 2023 | Confirmed
Escrow account confirmation for account FNB-ESC-2023-07742, issued by Brian Caulfield, Relationship Manager | June 12, 2023 | Confirmed
Deposit Date | Amount | Cumulative Balance
June 16, 2023 (initial deposit) | $750,000 | $750,000
June 9, 2024 | $750,000 | $1,500,000
June 9, 2025 | $750,000 | $2,250,000
June 9, 2026 | $750,000 | $3,000,000
June 9, 2027 | $750,000 | $3,750,000 (aggregate cap)
Date | Obligation / Event
June 9, 2023 | Services Commencement Date; MSA effective; initial term begins
June 9, 2024 | Year 2 escrow deposit ($750,000) due from Cedarpoint to Dravello National Bank; first eligible MFN audit window opens
June 9, 2025 | Year 3 escrow deposit ($750,000) due from Cedarpoint to Dravello National Bank
June 9, 2026 | Year 4 escrow deposit ($750,000) due from Cedarpoint to Dravello National Bank
June 9, 2027 | Year 5 escrow deposit ($750,000) due from Cedarpoint to Dravello National Bank; aggregate escrow cap of $3,750,000 reached
Approximately December 9, 2027 | Deadline for either party to provide 180 days' written notice of non-renewal prior to expiration of the initial term on June 8, 2028
June 8, 2028 | Expiration of the initial five-year term; first automatic two-year renewal term commences if no non-renewal notice has been given
Approximately December 8, 2029 | Deadline for either party to provide 180 days' written notice of non-renewal prior to expiration of the first renewal term on June 8, 2030
June 8, 2030 | Expiration of the first renewal term; second (and final) automatic two-year renewal term commences if no non-renewal notice has been given
Approximately December 8, 2031 | Deadline for either party to provide 180 days' written notice of non-renewal prior to expiration of the second renewal term on June 8, 2032
June 8, 2032 | Expiration of the second (and final) renewal term; MSA terminates
Annually (each calendar year) | MFN audit window; insurance certificate renewal and delivery
Quarterly | Network performance review and optimization report due from Cedarpoint
Monthly | SLA performance report due from Cedarpoint
Approximately December 9, 2024 | Target completion date fo