1022-00008 · Northgate Telecommunications PLC · Closing

officers-certificate-cedarpoint.docx DOCUMENT M&A / Corporate

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OFFICER'S CERTIFICATE OF CEDARPOINT SYSTEMS INTEGRATION, INC.

Delivered Pursuant to Section 9.2 of the Master Services Agreement dated June 9, 2023

June 9, 2023

The undersigned, Rajiv Sundaram, in his capacity as Chief Executive Officer of Cedarpoint Systems Integration, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Company" or "Cedarpoint"), hereby certifies the following in connection with the Master Services Agreement dated as of June 9, 2023 (the "MSA"), by and between Northgate Americas, Inc., a Delaware corporation ("Customer"), and Cedarpoint Systems Integration, Inc. (the "Company").

This Officer's Certificate is delivered pursuant to Section 9.2 of the MSA as a condition precedent to the closing of the transactions contemplated thereunder and to the effectiveness of the mutual obligations of the parties arising under the MSA on and after the date hereof. The undersigned acknowledges that the delivery of this certificate is a material inducement to Customer's willingness to enter into the MSA and to perform its obligations thereunder.

The MSA provides for a total contract value of Seventy-Five Million Dollars ($75,000,000) over a five (5)-year initial term commencing on June 9, 2023 and expiring on June 8, 2028 (the "Initial Term"), subject to extension and renewal in accordance with the terms set forth in the MSA. The MSA covers, among other things, the provision by Cedarpoint of managed network services, ArcMesh platform (version 4.2) licensing and ongoing maintenance, software-defined wide area network ("SD-WAN") deployment, 24×7 Network Operations Center ("NOC") monitoring, cybersecurity monitoring, and professional services across three hundred forty (340) managed nodes located in twenty-eight (28) U.S. states and three (3) Canadian provinces (the "Services"), all as more particularly described in the MSA, the Statements of Work attached thereto, and the applicable exhibits and schedules referenced therein.

The principal office of Cedarpoint Systems Integration, Inc. is located at 11400 Commerce Park Drive, Suite 600, Reston, Virginia 20191. The registered office of the Company in the State of Delaware is located at c/o Calvert Corporate Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801.

Capitalized terms used but not otherwise defined in this Officer's Certificate shall have the meanings ascribed to such terms in the MSA.

In connection with the foregoing, the undersigned hereby certifies as follows:

(a) Due Organization and Good Standing

The undersigned hereby certifies that Cedarpoint Systems Integration, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Cedarpoint was originally incorporated in the State of Delaware in 2009 by Rajiv Sundaram and Teresa Cho and has been continuously in good standing under the laws of the State of Delaware since the date of its incorporation. The Company has at all times maintained its corporate franchise and has timely filed all required annual reports, franchise tax returns, and other filings with the Delaware Secretary of State and the Delaware Division of Corporations as required by applicable law.

Cedarpoint is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its business, the character of its properties and assets, or the location of its operations or employees requires such qualification, including, without limitation, the Commonwealth of Virginia, where Cedarpoint maintains its principal place of business and primary Network Operations Center, and the Province of Manitoba, Canada, where Cedarpoint maintains a secondary NOC facility located at 200 Portage Avenue, Suite 1500, Winnipeg, Manitoba R3C 3X2, Canada. The Company is also duly qualified to transact business in each of the twenty-eight (28) U.S. states and three (3) Canadian provinces in which managed nodes will be deployed and Services will be performed under the MSA.

A Certificate of Good Standing dated as of a recent date, issued by the Secretary of State of the State of Delaware with respect to the Company, is attached to the Secretary's Certificate delivered by the Secretary of the Company contemporaneously herewith and is incorporated herein by reference. The Company's federal Employer Identification Number is 52-4178503.

(b) Corporate Power and Authority

The undersigned hereby certifies that Cedarpoint has full corporate power and authority to execute, deliver, and perform its obligations under the MSA, the Escrow Agreement dated as of the date hereof among Cedarpoint, Northgate Americas, Inc., and Dravello National Bank (escrow account reference number FNB-ESC-2023-07742) (the "Escrow Agreement"), the Transition Services Side Letter dated as of the date hereof between Cedarpoint and Northgate Americas, Inc. (the "Transition Services Side Letter"), and all exhibits, schedules, statements of work, and ancillary documents attached to or delivered in connection with any of the foregoing (collectively, together with the MSA, the Escrow Agreement, and the Transition Services Side Letter, the "Transaction Documents").

Cedarpoint has full corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted and as contemplated to be conducted under the Transaction Documents. The Company's business includes, without limitation, the development, operation, and maintenance of its proprietary ArcMesh platform (version 4.2), the provision of managed network services to enterprise and government customers, the deployment and management of SD-WAN architectures, the operation of 24×7 Network Operations Center monitoring services from its primary NOC in Reston, Virginia and its secondary NOC in Winnipeg, Manitoba, the provision of cybersecurity monitoring and incident response services, and the delivery of professional services including network design, implementation, and optimization.

Cedarpoint has the full corporate power and authority to grant the license rights to the ArcMesh platform (including ArcMesh version 4.2 and all updates, upgrades, patches, and successor versions thereto) contemplated by the MSA, including the enterprise license rights described in Exhibit A to the MSA and the intellectual property license provisions set forth in Article VII of the MSA. The Company represents that it is the sole owner or exclusive licensee of all intellectual property rights in and to the ArcMesh platform necessary to grant such license rights.

The execution, delivery, and performance by Cedarpoint of the Transaction Documents, and the consummation of the transactions contemplated thereby, do not and will not (i) violate, conflict with, or result in a breach of, or constitute a default under, the Certificate of Incorporation of Cedarpoint, as amended, or the Bylaws of Cedarpoint, as amended (collectively, the "Governing Documents"); (ii) violate, conflict with, or result in a breach of, any provision of any law, statute, rule, regulation, order, judgment, decree, or governmental directive applicable to Cedarpoint or any of its properties or assets; or (iii) violate, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any material agreement, contract, lease, license, instrument, or other arrangement to which Cedarpoint is a party or by which Cedarpoint or any of its properties or assets is bound.

The undersigned hereby certifies that the execution and delivery by Cedarpoint of the MSA and all other Transaction Documents, and the performance by Cedarpoint of its obligations thereunder, have been duly authorized by all necessary corporate action on the part of the Company. The Board of Directors of Cedarpoint Systems Integration, Inc. has duly adopted resolutions (the "Board Resolutions") authorizing the entry by the Company into the MSA and each of the other Transaction Documents, authorizing the performance by the Company of all obligations arising thereunder, and authorizing the undersigned and such other officers of the Company as may be designated therein to execute and deliver the Transaction Documents and to take all such further actions as may be necessary or desirable in connection with the transactions contemplated thereby. A certified copy of the Board Resolutions is attached to the Secretary's Certificate delivered by the Secretary of the Company contemporaneously herewith and is incorporated herein by reference.

No additional stockholder or member approval, vote, consent, or authorization is required for the valid execution, delivery, and performance by Cedarpoint of the Transaction Documents or for the consummation of the transactions contemplated thereby, whether under the Company's Governing Documents, applicable Delaware law, or any stockholders' agreement, voting agreement, or other contractual arrangement to which the Company or any of its stockholders is a party or by which any of them is bound.

The current ownership structure of Cedarpoint Systems Integration, Inc. is as follows:

All necessary consents, approvals, and authorizations from Ridgeline Capital Partners, LP, as the majority equity holder of the Company, have been duly obtained in connection with the Company's entry into the MSA and each of the other Transaction Documents, including any consents required under the Stockholders' Agreement dated as of March 14, 2017, by and among the Company and its stockholders, as amended. Such consents are unconditional and remain in full force and effect as of the date hereof.

The undersigned, Rajiv Sundaram, is the duly elected, qualified, and currently serving Chief Executive Officer of Cedarpoint Systems Integration, Inc. and has been duly authorized, pursuant to the Board Resolutions and the Company's Governing Documents, to execute and deliver the MSA, this Officer's Certificate, and each of the other Transaction Documents on behalf of the Company.

(d) No Litigation or Proceedings

The undersigned hereby certifies that, to the best of the undersigned's knowledge and belief, after due inquiry and investigation (including consultation with the Company's General Counsel and outside legal counsel), there is no litigation, arbitration, mediation, investigation, administrative proceeding, or governmental proceeding of any kind pending or, to the knowledge of the undersigned, threatened in writing or otherwise, against or affecting Cedarpoint or any of its subsidiaries (including, without limitation, Cedarpoint Cloud Services, LLC and Cedarpoint Federal Solutions, Inc.) before or by any court, arbitral tribunal, governmental body, agency, commission, or other regulatory authority, domestic or foreign, that would:

(i) materially impair Cedarpoint's ability to perform any of its obligations under the MSA or any other Transaction Document, including the Company's obligations to deliver managed network services, to deploy and maintain the ArcMesh platform (version 4.2), to operate 24×7 NOC monitoring, or to provide cybersecurity monitoring and professional services as contemplated by the MSA;

(ii) challenge the validity, legality, or enforceability of the MSA or any other Transaction Document, in whole or in part, or seek a determination that any provision thereof is void, voidable, or unenforceable;

(iii) seek to restrain, enjoin, prohibit, or otherwise prevent the consummation or performance of the transactions contemplated by the MSA or any other Transaction Document, or impose any material conditions or limitations on such transactions; or

(iv) individually or in the aggregate, reasonably be expected to result in a material adverse effect on the business, operations, assets, financial condition, results of operations, or prospects of Cedarpoint or its ability to perform its obligations under the Transaction Documents (a "Material Adverse Effect").

The undersigned further certifies that Cedarpoint is not subject to any outstanding judgment, order, writ, decree, ruling, stipulation, or injunction of any court, arbitral tribunal, governmental body, agency, commission, or other regulatory authority, domestic or foreign, that would impair the Company's ability to perform its obligations under the MSA or any other Transaction Document, or that would otherwise have a Material Adverse Effect on the Company.

The undersigned further certifies that, to the best of the undersigned's knowledge and belief after due inquiry, there are no pending or threatened regulatory actions, enforcement proceedings, consent orders, cease-and-desist orders, subpoenas, civil investigative demands, or similar proceedings by any federal, state, provincial, or local governmental authority (including, without limitation, the Federal Communications Commission, the Federal Trade Commission, Industry Canada, or any state public utility commission) that would materially affect Cedarpoint's ability to provide managed network services, SD-WAN deployment, cybersecurity monitoring, or ArcMesh platform licensing as contemplated by the MSA and the other Transaction Documents.

(e) Representations and Warranties

The undersigned hereby certifies that all representations and warranties made by Cedarpoint in the MSA, including, without limitation, those representations and warranties set forth in Article X of the MSA, are true and correct in all material respects as of the date hereof, June 9, 2023, with the same force and effect as though each such representation and warranty had been made on and as of such date (except to the extent that any such representation or warranty expressly relates to a specific earlier date, in which case such representation or warranty was true and correct in all material respects as of such earlier date).

Without limiting the generality of the foregoing, the undersigned specifically confirms the following:

Insurance Coverage. Cedarpoint maintains all insurance coverage required under Exhibit F to the MSA, and all such insurance policies are in full force and effect, all premiums due and payable thereon have been paid, and no notice of cancellation, non-renewal, or material modification has been received by the Company with respect to any such policy. The insurance coverage currently maintained by the Company includes, without limitation:

• Cyber Liability Insurance: not less than Twenty-Five Million Dollars ($25,000,000) per occurrence and Fifty Million Dollars ($50,000,000) in the aggregate, providing coverage for data breach response, network security liability, privacy liability, regulatory defense and penalties, and media liability;

• Technology Errors & Omissions Insurance: not less than Twenty Million Dollars ($20,000,000) per occurrence and Forty Million Dollars ($40,000,000) in the aggregate, providing coverage for claims arising from the Company's provision of technology services, including errors, omissions, negligent acts, and failures to perform in connection with the ArcMesh platform and managed network services;

• Commercial General Liability Insurance: not less than Five Million Dollars ($5,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the aggregate, providing coverage for bodily injury, property damage, personal injury, and advertising injury claims;

all of which policies are currently underwritten by Braeburn Mutual Insurance Company, headquartered at 280 Farmington Avenue, Hartford, Connecticut 06105, a carrier rated "A" (Excellent) by A.M. Best Company. Certificates of insurance evidencing such coverage, naming Northgate Americas, Inc. as an additional insured where required by the MSA, have been delivered to Customer's counsel in connection with the closing.

No Change of Control. Cedarpoint has not experienced a "change of control" as that term is defined in Schedule 2 to the MSA, and no such change of control is currently pending, contemplated, or threatened. The ownership structure of the Company set forth in Section (c) above has been in effect since March 14, 2017, and no agreement, letter of intent, term sheet, or similar arrangement has been entered into, and no negotiations are currently ongoing, that would result in a change of control of the Company.

No Breach of Material Agreements. Cedarpoint has not breached, and is not in default under, any material agreement, contract, obligation, lease, license, or other arrangement to which the Company is a party or by which the Company or any of its properties or assets is bound, in each case where such breach or default would adversely affect the Company's ability to perform its obligations under the MSA or any other Transaction Document. For purposes of this certification, a "material agreement" includes, without limitation, any agreement involving annual payments or obligations in excess of Five Hundred Thousand Dollars ($500,000), any credit facility or indebtedness for borrowed money, and any agreement relating to the ArcMesh platform or the Company's intellectual property.

Accuracy of Information. All information provided by Cedarpoint and its officers, directors, employees, representatives, and agents to Northgate Americas, Inc. and its counsel, Calderwood & Harkness LLP, during the negotiation and due diligence process leading to the execution of the MSA was true, correct, and complete in all material respects as of the date such information was provided and remains true, correct, and complete in all material respects as of the date hereof. No material fact or circumstance has been omitted from such information that would make any statement contained therein misleading or materially inaccurate.

Compliance with Laws. Cedarpoint is in compliance in all material respects with all applicable federal, state, provincial, and local laws, statutes, rules, regulations, ordinances, orders, decrees, directives, and telecommunications rules and requirements relevant to its provision of the Services under the MSA, including, without limitation, applicable data protection and privacy laws, cybersecurity requirements, export control regulations, anti-corruption and anti-bribery laws, and telecommunications licensing and regulatory requirements in each jurisdiction in which the Services will be performed.

Licenses and Permits. Cedarpoint holds all licenses, permits, certifications, registrations, authorizations, and approvals of all governmental authorities and regulatory bodies necessary to conduct its business as presently conducted and to perform the Services contemplated by the MSA, including, without limitation, all licenses and authorizations required for the provision of managed network services, SD-WAN deployment, cybersecurity monitoring, and ArcMesh platform licensing in each of the twenty-eight (28) U.S. states and three (3) Canadian provinces in which managed nodes will be deployed. All such licenses, permits, and authorizations are in full force and effect, and no proceedings for the suspension, revocation, or limitation of any such license, permit, or authorization are pending or, to the knowledge of the undersigned, threatened.

Additional Certifications

Financial Capacity. The undersigned certifies that Cedarpoint has the financial capacity and resources necessary to perform all obligations under the MSA and the other Transaction Documents for the duration of the Initial Term and any extensions or renewals thereof. The Company's audited financial statements for the fiscal year ended December 31, 2022 reflect total revenues of approximately Four Hundred Twenty Million Dollars ($420,000,000), and the Company currently employs approximately 1,800 employees across its domestic and international operations, including approximately 620 network engineers, 180 cybersecurity specialists, and 150 software developers dedicated to the ArcMesh platform. The Company has adequate working capital, credit facilities, and operational resources to fulfill its obligations under the MSA without material disruption to its other business operations.

No Default or Event of Default. The undersigned certifies that, as of the date hereof, no event has occurred, and no condition or circumstance exists, that constitutes, or that with the giving of notice or the lapse of time or both would constitute, a default or an event of default by Cedarpoint under the MSA or any other Transaction Document. The Company is not aware of any facts, circumstances, or developments that would reasonably be expected to give rise to any such default or event of default in the foreseeable future.

Escrow Deposit. The undersigned certifies that the initial escrow deposit of Seven Hundred Fifty Thousand Dollars ($750,000), representing five percent (5%) of the first-year annual contract value of Fifteen Million Dollars ($15,000,000), shall be funded by Cedarpoint to Dravello National Bank, in escrow account number FNB-ESC-2023-07742, in accordance with the terms and conditions of the Escrow Agreement, on or before the fifth (5th) business day following the date hereof. Such escrow deposit shall be maintained in accordance with the terms of the Escrow Agreement and shall serve as security for Cedarpoint's performance obligations during the first year of the Initial Term, subject to release in accordance with the provisions of the Escrow Agreement.

Reliance and Addressee

This Officer's Certificate is being delivered to Northgate Americas, Inc. (principal office: 1700 Market Street, Suite 2400, Philadelphia, Pennsylvania 19103) and its legal counsel, Calderwood & Harkness LLP (600 Lexington Avenue, 30th Floor, New York, New York 10022), in connection with the closing of the transactions contemplated by the MSA and the other Transaction Documents. This certificate is delivered pursuant to Section 9.2 of the MSA, and the delivery hereof is a condition precedent to the obligations of Northgate Americas, Inc. under the MSA.

Northgate Americas, Inc. and Calderwood & Harkness LLP are each entitled to rely upon this Officer's Certificate and the certifications, representations, and statements contained herein in connection with the closing of the MSA and in the performance of their respective obligations and the exercise of their respective rights under the MSA and the other Transaction Documents. The undersigned acknowledges that Customer and its counsel will rely on this certificate in entering into the MSA and in making decisions regarding the deployment of Services thereunder, and the undersigned delivers this certificate with the understanding and intention that such reliance is reasonable and appropriate.

Governing Law

This Officer's Certificate shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any principles of conflicts of law that would result in the application of the laws of any other jurisdiction, consistent with Section 14.8 (Governing Law) of the MSA.

IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first written above.

CEDARPOINT SYSTEMS INTEGRATION, INC.

By: ________

Name: Rajiv Sundaram

Title: Chief Executive Officer

Date: June 9, 2023

Stockholder	Percentage of Voting Equity
Ridgeline Capital Partners, LP	62%
Rajiv Sundaram	18%
Teresa Cho	12%
Other employees and early investors	8%
Total	100%

OFFICER'S CERTIFICATE OF CEDARPOINT SYSTEMS INTEGRATION, INC.
Delivered Pursuant to Section 9.2 of the Master Services Agreement dated June 9, 2023
June 9, 2023
The undersigned, Rajiv Sundaram, in his capacity as Chief Executive Officer of Cedarpoint Systems Integration, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Company" or "Cedarpoint"), hereby certifies the following in connection with the Master Services Agreement dated as of June 9, 2023 (the "MSA"), by and between Northgate Americas, Inc., a Delaware corporation ("Customer"), and Cedarpoint Systems Integration, Inc. (the "Company").
This Officer's Certificate is delivered pursuant to Section 9.2 of the MSA as a condition precedent to the closing of the transactions contemplated thereunder and to the effectiveness of the mutual obligations of the parties arising under the MSA on and after the date hereof. The undersigned acknowledges that the delivery of this certificate is a material inducement to Customer's willingness to enter into the MSA and to perform its obligations thereunder.
The MSA provides for a total contract value of Seventy-Five Million Dollars ($75,000,000) over a five (5)-year initial term commencing on June 9, 2023 and expiring on June 8, 2028 (the "Initial Term"), subject to extension and renewal in accordance with the terms set forth in the MSA. The MSA covers, among other things, the provision by Cedarpoint of managed network services, ArcMesh platform (version 4.2) licensing and ongoing maintenance, software-defined wide area network ("SD-WAN") deployment, 24×7 Network Operations Center ("NOC") monitoring, cybersecurity monitoring, and professional services across three hundred forty (340) managed nodes located in twenty-eight (28) U.S. states and three (3) Canadian provinces (the "Services"), all as more particularly described in the MSA, the Statements of Work attached thereto, and the applicable exhibits and schedules referenced therein.
The principal office of Cedarpoint Systems Integration, Inc. is located at 11400 Commerce Park Drive, Suite 600, Reston, Virginia 20191. The registered office of the Company in the State of Delaware is located at c/o Calvert Corporate Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801.
Capitalized terms used but not otherwise defined in this Officer's Certificate shall have the meanings ascribed to such terms in the MSA.
In connection with the foregoing, the undersigned hereby certifies as follows:
(a) Due Organization and Good Standing
The undersigned hereby certifies that Cedarpoint Systems Integration, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Cedarpoint was originally incorporated in the State of Delaware in 2009 by Rajiv Sundaram and Teresa Cho and has been continuously in good standing under the laws of the State of Delaware since the date of its incorporation. The Company has at all times maintained its corporate franchise and has timely filed all required annual reports, franchise tax returns, and other filings with the Delaware Secretary of State and the Delaware Division of Corporations as required by applicable law.
Cedarpoint is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its business, the character of its properties and assets, or the location of its operations or employees requires such qualification, including, without limitation, the Commonwealth of Virginia, where Cedarpoint maintains its principal place of business and primary Network Operations Center, and the Province of Manitoba, Canada, where Cedarpoint maintains a secondary NOC facility located at 200 Portage Avenue, Suite 1500, Winnipeg, Manitoba R3C 3X2, Canada. The Company is also duly qualified to transact business in each of the twenty-eight (28) U.S. states and three (3) Canadian provinces in which managed nodes will be deployed and Services will be performed under the MSA.
A Certificate of Good Standing dated as of a recent date, issued by the Secretary of State of the State of Delaware with respect to the Company, is attached to the Secretary's Certificate delivered by the Secretary of the Company contemporaneously herewith and is incorporated herein by reference. The Company's federal Employer Identification Number is 52-4178503.
(b) Corporate Power and Authority
The undersigned hereby certifies that Cedarpoint has full corporate power and authority to execute, deliver, and perform its obligations under the MSA, the Escrow Agreement dated as of the date hereof among Cedarpoint, Northgate Americas, Inc., and Dravello National Bank (escrow account reference number FNB-ESC-2023-07742) (the "Escrow Agreement"), the Transition Services Side Letter dated as of the date hereof between Cedarpoint and Northgate Americas, Inc. (the "Transition Services Side Letter"), and all exhibits, schedules, statements of work, and ancillary documents attached to or delivered in connection with any of the foregoing (collectively, together with the MSA, the Escrow Agreement, and the Transition Services Side Letter, the "Transaction Documents").
Cedarpoint has full corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted and as contemplated to be conducted under the Transaction Documents. The Company's business includes, without limitation, the development, operation, and maintenance of its proprietary ArcMesh platform (version 4.2), the provision of managed network services to enterprise and government customers, the deployment and management of SD-WAN architectures, the operation of 24×7 Network Operations Center monitoring services from its primary NOC in Reston, Virginia and its secondary NOC in Winnipeg, Manitoba, the provision of cybersecurity monitoring and incident response services, and the delivery of professional services including network design, implementation, and optimization.
Cedarpoint has the full corporate power and authority to grant the license rights to the ArcMesh platform (including ArcMesh version 4.2 and all updates, upgrades, patches, and successor versions thereto) contemplated by the MSA, including the enterprise license rights described in Exhibit A to the MSA and the intellectual property license provisions set forth in Article VII of the MSA. The Company represents that it is the sole owner or exclusive licensee of all intellectual property rights in and to the ArcMesh platform necessary to grant such license rights.
The execution, delivery, and performance by Cedarpoint of the Transaction Documents, and the consummation of the transactions contemplated thereby, do not and will not (i) violate, conflict with, or result in a breach of, or constitute a default under, the Certificate of Incorporation of Cedarpoint, as amended, or the Bylaws of Cedarpoint, as amended (collectively, the "Governing Documents"); (ii) violate, conflict with, or result in a breach of, any provision of any law, statute, rule, regulation, order, judgment, decree, or governmental directive applicable to Cedarpoint or any of its properties or assets; or (iii) violate, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any material agreement, contract, lease, license, instrument, or other arrangement to which Cedarpoint is a party or by which Cedarpoint or any of its properties or assets is bound.
(c) Due Authorization
The undersigned hereby certifies that the execution and delivery by Cedarpoint of the MSA and all other Transaction Documents, and the performance by Cedarpoint of its obligations thereunder, have been duly authorized by all necessary corporate action on the part of the Company. The Board of Directors of Cedarpoint Systems Integration, Inc. has duly adopted resolutions (the "Board Resolutions") authorizing the entry by the Company into the MSA and each of the other Transaction Documents, authorizing the performance by the Company of all obligations arising thereunder, and authorizing the undersigned and such other officers of the Company as may be designated therein to execute and deliver the Transaction Documents and to take all such further actions as may be necessary or desirable in connection with the transactions contemplated thereby. A certified copy of the Board Resolutions is attached to the Secretary's Certificate delivered by the Secretary of the Company contemporaneously herewith and is incorporated herein by reference.
No additional stockholder or member approval, vote, consent, or authorization is required for the valid execution, delivery, and performance by Cedarpoint of the Transaction Documents or for the consummation of the transactions contemplated thereby, whether under the Company's Governing Documents, applicable Delaware law, or any stockholders' agreement, voting agreement, or other contractual arrangement to which the Company or any of its stockholders is a party or by which any of them is bound.
The current ownership structure of Cedarpoint Systems Integration, Inc. is as follows:
All necessary consents, approvals, and authorizations from Ridgeline Capital Partners, LP, as the majority equity holder of the Company, have been duly obtained in connection with the Company's entry into the MSA and each of the other Transaction Documents, including any consents required under the Stockholders' Agreement dated as of March 14, 2017, by and among the Company and its stockholders, as amended. Such consents are unconditional and remain in full force and effect as of the date hereof.
The undersigned, Rajiv Sundaram, is the duly elected, qualified, and currently serving Chief Executive Officer of Cedarpoint Systems Integration, Inc. and has been duly authorized, pursuant to the Board Resolutions and the Company's Governing Documents, to execute and deliver the MSA, this Officer's Certificate, and each of the other Transaction Documents on behalf of the Company.
(d) No Litigation or Proceedings
The undersigned hereby certifies that, to the best of the undersigned's knowledge and belief, after due inquiry and investigation (including consultation with the Company's General Counsel and outside legal counsel), there is no litigation, arbitration, mediation, investigation, administrative proceeding, or governmental proceeding of any kind pending or, to the knowledge of the undersigned, threatened in writing or otherwise, against or affecting Cedarpoint or any of its subsidiaries (including, without limitation, Cedarpoint Cloud Services, LLC and Cedarpoint Federal Solutions, Inc.) before or by any court, arbitral tribunal, governmental body, agency, commission, or other regulatory authority, domestic or foreign, that would:
(i) materially impair Cedarpoint's ability to perform any of its obligations under the MSA or any other Transaction Document, including the Company's obligations to deliver managed network services, to deploy and maintain the ArcMesh platform (version 4.2), to operate 24×7 NOC monitoring, or to provide cybersecurity monitoring and professional services as contemplated by the MSA;
(ii) challenge the validity, legality, or enforceability of the MSA or any other Transaction Document, in whole or in part, or seek a determination that any provision thereof is void, voidable, or unenforceable;
(iii) seek to restrain, enjoin, prohibit, or otherwise prevent the consummation or performance of the transactions contemplated by the MSA or any other Transaction Document, or impose any material conditions or limitations on such transactions; or
(iv) individually or in the aggregate, reasonably be expected to result in a material adverse effect on the business, operations, assets, financial condition, results of operations, or prospects of Cedarpoint or its ability to perform its obligations under the Transaction Documents (a "Material Adverse Effect").
The undersigned further certifies that Cedarpoint is not subject to any outstanding judgment, order, writ, decree, ruling, stipulation, or injunction of any court, arbitral tribunal, governmental body, agency, commission, or other regulatory authority, domestic or foreign, that would impair the Company's ability to perform its obligations under the MSA or any other Transaction Document, or that would otherwise have a Material Adverse Effect on the Company.
The undersigned further certifies that, to the best of the undersigned's knowledge and belief after due inquiry, there are no pending or threatened regulatory actions, enforcement proceedings, consent orders, cease-and-desist orders, subpoenas, civil investigative demands, or similar proceedings by any federal, state, provincial, or local governmental authority (including, without limitation, the Federal Communications Commission, the Federal Trade Commission, Industry Canada, or any state public utility commission) that would materially affect Cedarpoint's ability to provide managed network services, SD-WAN deployment, cybersecurity monitoring, or ArcMesh platform licensing as contemplated by the MSA and the other Transaction Documents.
(e) Representations and Warranties
The undersigned hereby certifies that all representations and warranties made by Cedarpoint in the MSA, including, without limitation, those representations and warranties set forth in Article X of the MSA, are true and correct in all material respects as of the date hereof, June 9, 2023, with the same force and effect as though each such representation and warranty had been made on and as of such date (except to the extent that any such representation or warranty expressly relates to a specific earlier date, in which case such representation or warranty was true and correct in all material respects as of such earlier date).
Without limiting the generality of the foregoing, the undersigned specifically confirms the following:
Insurance Coverage. Cedarpoint maintains all insurance coverage required under Exhibit F to the MSA, and all such insurance policies are in full force and effect, all premiums due and payable thereon have been paid, and no notice of cancellation, non-renewal, or material modification has been received by the Company with respect to any such policy. The insurance coverage currently maintained by the Company includes, without limitation:
•  Cyber Liability Insurance: not less than Twenty-Five Million Dollars ($25,000,000) per occurrence and Fifty Million Dollars ($50,000,000) in the aggregate, providing coverage for data breach response, network security liability, privacy liability, regulatory defense and penalties, and media liability;
•  Technology Errors & Omissions Insurance: not less than Twenty Million Dollars ($20,000,000) per occurrence and Forty Million Dollars ($40,000,000) in the aggregate, providing coverage for claims arising from the Company's provision of technology services, including errors, omissions, negligent acts, and failures to perform in connection with the ArcMesh platform and managed network services;
•  Commercial General Liability Insurance: not less than Five Million Dollars ($5,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the aggregate, providing coverage for bodily injury, property damage, personal injury, and advertising injury claims;
all of which policies are currently underwritten by Braeburn Mutual Insurance Company, headquartered at 280 Farmington Avenue, Hartford, Connecticut 06105, a carrier rated "A" (Excellent) by A.M. Best Company. Certificates of insurance evidencing such coverage, naming Northgate Americas, Inc. as an additional insured where required by the MSA, have been delivered to Customer's counsel in connection with the closing.
No Change of Control. Cedarpoint has not experienced a "change of control" as that term is defined in Schedule 2 to the MSA, and no such change of control is currently pending, contemplated, or threatened. The ownership structure of the Company set forth in Section (c) above has been in effect since March 14, 2017, and no agreement, letter of intent, term sheet, or similar arrangement has been entered into, and no negotiations are currently ongoing, that would result in a change of control of the Company.
No Breach of Material Agreements. Cedarpoint has not breached, and is not in default under, any material agreement, contract, obligation, lease, license, or other arrangement to which the Company is a party or by which the Company or any of its properties or assets is bound, in each case where such breach or default would adversely affect the Company's ability to perform its obligations under the MSA or any other Transaction Document. For purposes of this certification, a "material agreement" includes, without limitation, any agreement involving annual payments or obligations in excess of Five Hundred Thousand Dollars ($500,000), any credit facility or indebtedness for borrowed money, and any agreement relating to the ArcMesh platform or the Company's intellectual property.
Accuracy of Information. All information provided by Cedarpoint and its officers, directors, employees, representatives, and agents to Northgate Americas, Inc. and its counsel, Calderwood & Harkness LLP, during the negotiation and due diligence process leading to the execution of the MSA was true, correct, and complete in all material respects as of the date such information was provided and remains true, correct, and complete in all material respects as of the date hereof. No material fact or circumstance has been omitted from such information that would make any statement contained therein misleading or materially inaccurate.
Compliance with Laws. Cedarpoint is in compliance in all material respects with all applicable federal, state, provincial, and local laws, statutes, rules, regulations, ordinances, orders, decrees, directives, and telecommunications rules and requirements relevant to its provision of the Services under the MSA, including, without limitation, applicable data protection and privacy laws, cybersecurity requirements, export control regulations, anti-corruption and anti-bribery laws, and telecommunications licensing and regulatory requirements in each jurisdiction in which the Services will be performed.
Licenses and Permits. Cedarpoint holds all licenses, permits, certifications, registrations, authorizations, and approvals of all governmental authorities and regulatory bodies necessary to conduct its business as presently conducted and to perform the Services contemplated by the MSA, including, without limitation, all licenses and authorizations required for the provision of managed network services, SD-WAN deployment, cybersecurity monitoring, and ArcMesh platform licensing in each of the twenty-eight (28) U.S. states and three (3) Canadian provinces in which managed nodes will be deployed. All such licenses, permits, and authorizations are in full force and effect, and no proceedings for the suspension, revocation, or limitation of any such license, permit, or authorization are pending or, to the knowledge of the undersigned, threatened.
Additional Certifications
Financial Capacity. The undersigned certifies that Cedarpoint has the financial capacity and resources necessary to perform all obligations under the MSA and the other Transaction Documents for the duration of the Initial Term and any extensions or renewals thereof. The Company's audited financial statements for the fiscal year ended December 31, 2022 reflect total revenues of approximately Four Hundred Twenty Million Dollars ($420,000,000), and the Company currently employs approximately 1,800 employees across its domestic and international operations, including approximately 620 network engineers, 180 cybersecurity specialists, and 150 software developers dedicated to the ArcMesh platform. The Company has adequate working capital, credit facilities, and operational resources to fulfill its obligations under the MSA without material disruption to its other business operations.
No Default or Event of Default. The undersigned certifies that, as of the date hereof, no event has occurred, and no condition or circumstance exists, that constitutes, or that with the giving of notice or the lapse of time or both would constitute, a default or an event of default by Cedarpoint under the MSA or any other Transaction Document. The Company is not aware of any facts, circumstances, or developments that would reasonably be expected to give rise to any such default or event of default in the foreseeable future.
Escrow Deposit. The undersigned certifies that the initial escrow deposit of Seven Hundred Fifty Thousand Dollars ($750,000), representing five percent (5%) of the first-year annual contract value of Fifteen Million Dollars ($15,000,000), shall be funded by Cedarpoint to Dravello National Bank, in escrow account number FNB-ESC-2023-07742, in accordance with the terms and conditions of the Escrow Agreement, on or before the fifth (5th) business day following the date hereof. Such escrow deposit shall be maintained in accordance with the terms of the Escrow Agreement and shall serve as security for Cedarpoint's performance obligations during the first year of the Initial Term, subject to release in accordance with the provisions of the Escrow Agreement.
Reliance and Addressee
This Officer's Certificate is being delivered to Northgate Americas, Inc. (principal office: 1700 Market Street, Suite 2400, Philadelphia, Pennsylvania 19103) and its legal counsel, Calderwood & Harkness LLP (600 Lexington Avenue, 30th Floor, New York, New York 10022), in connection with the closing of the transactions contemplated by the MSA and the other Transaction Documents. This certificate is delivered pursuant to Section 9.2 of the MSA, and the delivery hereof is a condition precedent to the obligations of Northgate Americas, Inc. under the MSA.
Northgate Americas, Inc. and Calderwood & Harkness LLP are each entitled to rely upon this Officer's Certificate and the certifications, representations, and statements contained herein in connection with the closing of the MSA and in the performance of their respective obligations and the exercise of their respective rights under the MSA and the other Transaction Documents. The undersigned acknowledges that Customer and its counsel will rely on this certificate in entering into the MSA and in making decisions regarding the deployment of Services thereunder, and the undersigned delivers this certificate with the understanding and intention that such reliance is reasonable and appropriate.
Governing Law
This Officer's Certificate shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any principles of conflicts of law that would result in the application of the laws of any other jurisdiction, consistent with Section 14.8 (Governing Law) of the MSA.
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first written above.
CEDARPOINT SYSTEMS INTEGRATION, INC.
By: ________
Name: Rajiv Sundaram
Title: Chief Executive Officer
Date: June 9, 2023
Stockholder | Percentage of Voting Equity
Ridgeline Capital Partners, LP | 62%
Rajiv Sundaram | 18%
Teresa Cho | 12%
Other employees and early investors | 8%
Total | 100%

OFFICER'S CERTIFICATE OF CEDARPOINT SYSTEMS INTEGRATION, INC.

CEDARPOINT SYSTEMS INTEGRATION, INC.

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