1022-00008 · Northgate Telecommunications PLC · Closing

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

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OFFICER'S CERTIFICATE OF NORTHGATE AMERICAS, INC.

Delivered Pursuant to Section 9.1 of the Master Services Agreement dated as of June 9, 2023 by and between Northgate Americas, Inc. (as Customer) and Cedarpoint Systems Integration, Inc. (as Service Provider)

Dated: June 9, 2023

Reference: Master Services Agreement dated as of June 9, 2023 (the "Agreement"), by and between Northgate Americas, Inc., a corporation organized and existing under the laws of the State of Delaware ("Customer"), and Cedarpoint Systems Integration, Inc., a corporation organized and existing under the laws of the State of Delaware ("Service Provider").

This Officer's Certificate (this "Certificate") is delivered by the undersigned in connection with the closing of the Agreement and pursuant to the requirements of Section 9.1 of the Agreement, which sets forth certain conditions precedent to the closing of the transactions contemplated by the Agreement, including the delivery by Customer of an officer's certificate certifying as to certain matters set forth herein.

RECITALS

The undersigned, Warren Liang, hereby certifies that he is the duly elected, qualified, and acting President of Northgate Americas, Inc., a corporation duly incorporated and validly existing under the laws of the State of Delaware (the "Company" or "Northgate Americas"), and that, as such, he is authorized to execute and deliver this Certificate on behalf of the Company. The undersigned further certifies and represents as follows:

1. Northgate Americas is a wholly owned subsidiary of Northgate Telecommunications PLC, a public limited company organized and existing under the laws of England and Wales, the ordinary shares of which are admitted to trading on the Main Market of the London Stock Exchange under the ticker symbol NTP.L (the "Parent").

2. The principal executive office of Northgate Americas is located at 1700 Market Street, Suite 2400, Philadelphia, Pennsylvania 19103.

3. The registered office of Northgate Americas in the State of Delaware is located at c/o Calvert Corporate Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801, and Calvert Corporate Services, Inc. serves as the Company's registered agent in the State of Delaware.

4. The Employer Identification Number (EIN) assigned to Northgate Americas by the Internal Revenue Service is 84-3291067.

5. This Certificate is delivered in connection with the closing of the Master Services Agreement dated as of June 9, 2023 (the "Agreement"), by and between Northgate Americas, Inc., in its capacity as Customer and Licensee, and Cedarpoint Systems Integration, Inc., in its capacity as Service Provider and Licensor, together with all exhibits attached thereto (Exhibits A through F), all schedules thereto (Schedules 1 through 3), and all ancillary agreements, instruments, and documents entered into in connection therewith (collectively, the "Transaction Documents"), including, without limitation:

(i) the Escrow Agreement, dated as of the date hereof, among Northgate Americas, Inc., Cedarpoint Systems Integration, Inc., and Dravello National Bank, as escrow agent (the "Escrow Agreement"); and

(ii) the Transition Services Side Letter, dated as of the date hereof, between Northgate Americas, Inc. and Cedarpoint Systems Integration, Inc. (the "Transition Services Side Letter").

6. The Agreement has a total contract value of Seventy-Five Million Dollars ($75,000,000) over a five-year initial term commencing on June 9, 2023 and expiring on June 8, 2028, subject to the renewal and termination provisions set forth in Article VII of the Agreement.

7. Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Agreement.

CERTIFICATIONS

The undersigned, in his capacity as President of Northgate Americas, Inc., and not in his individual capacity, hereby certifies to Cedarpoint Systems Integration, Inc. as follows:

(a) Due Organization and Good Standing

The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has been continuously in good standing under the laws of the State of Delaware since its date of incorporation, and no proceeding for the dissolution, liquidation, insolvency, or reorganization of the Company has been commenced or, to the knowledge of the undersigned, is contemplated. The Company is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business or the character and location of the properties owned, leased, or operated by it requires such qualification, including, without limitation, the Commonwealth of Pennsylvania and each other jurisdiction in which performance of the Company's obligations under the Agreement or any Transaction Document requires such qualification. The failure of the Company to be so qualified or in good standing in any such jurisdiction would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company's ability to perform its obligations under the Agreement.

(b) Corporate Power and Authority

Northgate Americas has full corporate power and authority to execute, deliver, and perform its obligations under the Agreement and each of the Transaction Documents to which it is a party, and to consummate the transactions contemplated thereby. The Company has full corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as currently conducted and as proposed to be conducted in connection with the Agreement, including, without limitation, the procurement and receipt of managed network services, software-defined wide area network (SD-WAN) deployment services, and the licensing and implementation of the ArcMesh platform (version 4.2) across its three hundred forty (340) managed node locations situated in twenty-eight (28) states of the United States of America and three (3) provinces of Canada, as more particularly described in Schedule 2 to the Agreement.

The execution, delivery, and performance by Northgate Americas of the Agreement and each Transaction Document to which it is a party, and the consummation by Northgate Americas of the transactions contemplated thereby, have been duly and validly authorized by all necessary corporate action on the part of the Company, including, without limitation, approval by resolutions duly adopted by the Board of Directors of the Company at a meeting duly called and held, at which a quorum was present and acting throughout, or by unanimous written consent in lieu of such meeting, in each case in accordance with the Company's certificate of incorporation and bylaws and the General Corporation Law of the State of Delaware. No further corporate proceedings, shareholder approvals, or other corporate action on the part of Northgate Americas are necessary to authorize the execution and delivery of the Agreement or any Transaction Document or the consummation of the transactions contemplated thereby.

The Agreement, when executed and delivered by Northgate Americas, constitutes, and each Transaction Document to which Northgate Americas is a party, when executed and delivered by Northgate Americas, will constitute, the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its respective terms, subject in each case to:

(i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership, and similar laws affecting the enforcement of creditors' rights generally from time to time in effect; and

(ii) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding in equity or at law).

The execution, delivery, and performance by the Company of the Agreement and each Transaction Document to which the Company is a party, and the consummation by the Company of the transactions contemplated thereby, do not and will not:

(i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time, or both, would constitute a default) under, the certificate of incorporation or bylaws of Northgate Americas, in each case as amended or restated through the date hereof;

(ii) violate or conflict with any law, statute, ordinance, rule, regulation, order, writ, injunction, judgment, or decree of any court, arbitral tribunal, or governmental, regulatory, or administrative authority or agency applicable to the Company or any of its properties or assets;

(iii) result in a breach of, constitute a default (or an event that, with the giving of notice, the passage of time, or both, would 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, indenture, instrument, or other arrangement to which the Company is a party or by which it or any of its properties or assets is bound or affected; or

(iv) result in the creation or imposition of any lien, charge, pledge, security interest, encumbrance, or restriction of any kind upon any of the properties or assets of the Company.

(d) Representations and Warranties

Each of the representations and warranties made by Northgate Americas in the Agreement, including, without limitation, those representations and warranties set forth in Article V of the Agreement, is 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 the date hereof (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty was true and correct in all material respects as of such earlier date). No qualification as to "materiality," "material adverse effect," or any similar qualification contained in any such representation or warranty shall be given duplicative effect for purposes of this certification.

No event has occurred and no condition exists as of the date hereof that would constitute a breach of, or a default under (or an event that, with the giving of notice, the passage of time, or both, would constitute a breach of or default under), the Agreement or any Transaction Document by Northgate Americas. The Company has performed and complied, in all material respects, with all agreements, covenants, and conditions required by the Agreement and the Transaction Documents to be performed or complied with by the Company on or prior to the date hereof.

ADDITIONAL CERTIFICATIONS

(e) No Litigation

There is no action, suit, proceeding, claim, arbitration, mediation, investigation, or inquiry of any nature, whether civil, criminal, administrative, or otherwise, pending or, to the knowledge of the undersigned after due inquiry, threatened in writing, against or affecting the Company, any of its officers or directors (in their capacities as such), or any of its properties or assets, before or by any court, arbitral tribunal, or governmental, regulatory, or administrative authority or agency, domestic or foreign, that (i) challenges or seeks to prevent, enjoin, alter, or materially delay the consummation of any of the transactions contemplated by the Agreement or any Transaction Document, (ii) would reasonably be expected to materially impair or adversely affect the ability of Northgate Americas to perform its obligations under the Agreement or any Transaction Document, or (iii) would reasonably be expected to result in a material adverse effect on the business, assets, financial condition, or results of operations of the Company. To the knowledge of the undersigned, there are no facts or circumstances that would reasonably be expected to give rise to any such action, suit, proceeding, claim, arbitration, mediation, investigation, or inquiry.

(f) No Consents Required

No consent, approval, authorization, license, permit, order, registration, qualification, declaration, or filing with or from any federal, state, local, or foreign governmental or regulatory authority or agency, or any court, arbitral tribunal, or self-regulatory organization, and no consent, approval, waiver, or authorization of any third party (including, without limitation, any lender, lessor, licensor, or counterparty to any material agreement), is required on the part of Northgate Americas in connection with the execution, delivery, and performance of the Agreement and the Transaction Documents or the consummation of the transactions contemplated thereby, except for such consents, approvals, authorizations, orders, registrations, qualifications, or filings as have been duly obtained, given, or made prior to the date hereof, each of which remains in full force and effect as of the date hereof without modification, amendment, or condition.

(g) No Material Adverse Change

Since December 31, 2022, the date of the most recent audited financial statements of the Company as audited by Dunmore & Pratt LLP, independent registered public accounting firm, and delivered to Service Provider in accordance with Section 5.6 of the Agreement, there has been no material adverse change in the business, assets, liabilities (whether absolute, accrued, contingent, or otherwise), financial condition, or results of operations of Northgate Americas, taken as a whole, that would reasonably be expected to materially impair or adversely affect the ability of the Company to perform its obligations under the Agreement or any Transaction Document or to consummate the transactions contemplated thereby. Without limiting the generality of the foregoing, since such date: (i) the Company has conducted its business in the ordinary course consistent with past practice; (ii) no event has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect (as defined in the Agreement) on the Company; and (iii) the Company has not taken any action that, if taken after the date of the Agreement, would require the consent of Service Provider under the terms of the Agreement.

RELIANCE

This Certificate is being delivered to Cedarpoint Systems Integration, Inc. as a condition to the closing of the Agreement, in satisfaction of the requirements of Section 9.1 thereof. Cedarpoint Systems Integration, Inc., and its legal counsel, Whitfield Graves & Morrow LLP, are entitled to rely on this Certificate and the certifications, representations, and statements made herein in connection with the closing of the Agreement and the consummation of the transactions contemplated thereby and by the Transaction Documents. The undersigned acknowledges and agrees that the certifications contained herein are being made for the benefit of Cedarpoint Systems Integration, Inc. and that Cedarpoint Systems Integration, Inc. would not consummate the transactions contemplated by the Agreement without the delivery of this Certificate and the certifications made herein. The undersigned further acknowledges that the delivery of this Certificate shall not limit, modify, or otherwise affect any of the representations, warranties, covenants, or agreements of Northgate Americas set forth in the Agreement or any Transaction Document.

GOVERNING LAW

This 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 choice-of-law or conflict-of-laws rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, consistent with the governing law provision set forth in Section 12.8 of the Agreement.

MISCELLANEOUS

This Certificate may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Certificate by facsimile transmission or by electronic transmission in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart.

The undersigned is executing and delivering this Certificate in his capacity as President of Northgate Americas, Inc. and not in his individual or personal capacity, and the undersigned shall have no personal liability arising out of or in connection with this Certificate or the certifications made herein.

[Signature Page Follows]

[SIGNATURE PAGE TO OFFICER'S CERTIFICATE OF NORTHGATE AMERICAS, INC.]

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

NORTHGATE AMERICAS, INC.

By: ________

Name: Warren Liang

Title: President

Date: June 9, 2023

Address:

Northgate Americas, Inc. 1700 Market Street, Suite 2400 Philadelphia, Pennsylvania 19103

Attention: Warren Liang, President

Telephone: (215) 555-0184

Email: w.liang@northgateamericas.com

OFFICER'S CERTIFICATE OF NORTHGATE AMERICAS, INC.
Delivered Pursuant to Section 9.1 of the Master Services Agreement dated as of June 9, 2023 by and between Northgate Americas, Inc. (as Customer) and Cedarpoint Systems Integration, Inc. (as Service Provider)
Dated: June 9, 2023
Reference: Master Services Agreement dated as of June 9, 2023 (the "Agreement"), by and between Northgate Americas, Inc., a corporation organized and existing under the laws of the State of Delaware ("Customer"), and Cedarpoint Systems Integration, Inc., a corporation organized and existing under the laws of the State of Delaware ("Service Provider").
This Officer's Certificate (this "Certificate") is delivered by the undersigned in connection with the closing of the Agreement and pursuant to the requirements of Section 9.1 of the Agreement, which sets forth certain conditions precedent to the closing of the transactions contemplated by the Agreement, including the delivery by Customer of an officer's certificate certifying as to certain matters set forth herein.
RECITALS
The undersigned, Warren Liang, hereby certifies that he is the duly elected, qualified, and acting President of Northgate Americas, Inc., a corporation duly incorporated and validly existing under the laws of the State of Delaware (the "Company" or "Northgate Americas"), and that, as such, he is authorized to execute and deliver this Certificate on behalf of the Company. The undersigned further certifies and represents as follows:
1.  Northgate Americas is a wholly owned subsidiary of Northgate Telecommunications PLC, a public limited company organized and existing under the laws of England and Wales, the ordinary shares of which are admitted to trading on the Main Market of the London Stock Exchange under the ticker symbol NTP.L (the "Parent").
2.  The principal executive office of Northgate Americas is located at 1700 Market Street, Suite 2400, Philadelphia, Pennsylvania 19103.
3.  The registered office of Northgate Americas in the State of Delaware is located at c/o Calvert Corporate Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801, and Calvert Corporate Services, Inc. serves as the Company's registered agent in the State of Delaware.
4.  The Employer Identification Number (EIN) assigned to Northgate Americas by the Internal Revenue Service is 84-3291067.
5.  This Certificate is delivered in connection with the closing of the Master Services Agreement dated as of June 9, 2023 (the "Agreement"), by and between Northgate Americas, Inc., in its capacity as Customer and Licensee, and Cedarpoint Systems Integration, Inc., in its capacity as Service Provider and Licensor, together with all exhibits attached thereto (Exhibits A through F), all schedules thereto (Schedules 1 through 3), and all ancillary agreements, instruments, and documents entered into in connection therewith (collectively, the "Transaction Documents"), including, without limitation:
(i) the Escrow Agreement, dated as of the date hereof, among Northgate Americas, Inc., Cedarpoint Systems Integration, Inc., and Dravello National Bank, as escrow agent (the "Escrow Agreement"); and
(ii) the Transition Services Side Letter, dated as of the date hereof, between Northgate Americas, Inc. and Cedarpoint Systems Integration, Inc. (the "Transition Services Side Letter").
6.  The Agreement has a total contract value of Seventy-Five Million Dollars ($75,000,000) over a five-year initial term commencing on June 9, 2023 and expiring on June 8, 2028, subject to the renewal and termination provisions set forth in Article VII of the Agreement.
7.  Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Agreement.
CERTIFICATIONS
The undersigned, in his capacity as President of Northgate Americas, Inc., and not in his individual capacity, hereby certifies to Cedarpoint Systems Integration, Inc. as follows:
(a) Due Organization and Good Standing
The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has been continuously in good standing under the laws of the State of Delaware since its date of incorporation, and no proceeding for the dissolution, liquidation, insolvency, or reorganization of the Company has been commenced or, to the knowledge of the undersigned, is contemplated. The Company is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business or the character and location of the properties owned, leased, or operated by it requires such qualification, including, without limitation, the Commonwealth of Pennsylvania and each other jurisdiction in which performance of the Company's obligations under the Agreement or any Transaction Document requires such qualification. The failure of the Company to be so qualified or in good standing in any such jurisdiction would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company's ability to perform its obligations under the Agreement.
(b) Corporate Power and Authority
Northgate Americas has full corporate power and authority to execute, deliver, and perform its obligations under the Agreement and each of the Transaction Documents to which it is a party, and to consummate the transactions contemplated thereby. The Company has full corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as currently conducted and as proposed to be conducted in connection with the Agreement, including, without limitation, the procurement and receipt of managed network services, software-defined wide area network (SD-WAN) deployment services, and the licensing and implementation of the ArcMesh platform (version 4.2) across its three hundred forty (340) managed node locations situated in twenty-eight (28) states of the United States of America and three (3) provinces of Canada, as more particularly described in Schedule 2 to the Agreement.
(c) Due Authorization
The execution, delivery, and performance by Northgate Americas of the Agreement and each Transaction Document to which it is a party, and the consummation by Northgate Americas of the transactions contemplated thereby, have been duly and validly authorized by all necessary corporate action on the part of the Company, including, without limitation, approval by resolutions duly adopted by the Board of Directors of the Company at a meeting duly called and held, at which a quorum was present and acting throughout, or by unanimous written consent in lieu of such meeting, in each case in accordance with the Company's certificate of incorporation and bylaws and the General Corporation Law of the State of Delaware. No further corporate proceedings, shareholder approvals, or other corporate action on the part of Northgate Americas are necessary to authorize the execution and delivery of the Agreement or any Transaction Document or the consummation of the transactions contemplated thereby.
The Agreement, when executed and delivered by Northgate Americas, constitutes, and each Transaction Document to which Northgate Americas is a party, when executed and delivered by Northgate Americas, will constitute, the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its respective terms, subject in each case to:
(i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership, and similar laws affecting the enforcement of creditors' rights generally from time to time in effect; and
(ii) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding in equity or at law).
The execution, delivery, and performance by the Company of the Agreement and each Transaction Document to which the Company is a party, and the consummation by the Company of the transactions contemplated thereby, do not and will not:
(i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time, or both, would constitute a default) under, the certificate of incorporation or bylaws of Northgate Americas, in each case as amended or restated through the date hereof;
(ii) violate or conflict with any law, statute, ordinance, rule, regulation, order, writ, injunction, judgment, or decree of any court, arbitral tribunal, or governmental, regulatory, or administrative authority or agency applicable to the Company or any of its properties or assets;
(iii) result in a breach of, constitute a default (or an event that, with the giving of notice, the passage of time, or both, would 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, indenture, instrument, or other arrangement to which the Company is a party or by which it or any of its properties or assets is bound or affected; or
(iv) result in the creation or imposition of any lien, charge, pledge, security interest, encumbrance, or restriction of any kind upon any of the properties or assets of the Company.
(d) Representations and Warranties
Each of the representations and warranties made by Northgate Americas in the Agreement, including, without limitation, those representations and warranties set forth in Article V of the Agreement, is 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 the date hereof (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty was true and correct in all material respects as of such earlier date). No qualification as to "materiality," "material adverse effect," or any similar qualification contained in any such representation or warranty shall be given duplicative effect for purposes of this certification.
No event has occurred and no condition exists as of the date hereof that would constitute a breach of, or a default under (or an event that, with the giving of notice, the passage of time, or both, would constitute a breach of or default under), the Agreement or any Transaction Document by Northgate Americas. The Company has performed and complied, in all material respects, with all agreements, covenants, and conditions required by the Agreement and the Transaction Documents to be performed or complied with by the Company on or prior to the date hereof.
ADDITIONAL CERTIFICATIONS
(e) No Litigation
There is no action, suit, proceeding, claim, arbitration, mediation, investigation, or inquiry of any nature, whether civil, criminal, administrative, or otherwise, pending or, to the knowledge of the undersigned after due inquiry, threatened in writing, against or affecting the Company, any of its officers or directors (in their capacities as such), or any of its properties or assets, before or by any court, arbitral tribunal, or governmental, regulatory, or administrative authority or agency, domestic or foreign, that (i) challenges or seeks to prevent, enjoin, alter, or materially delay the consummation of any of the transactions contemplated by the Agreement or any Transaction Document, (ii) would reasonably be expected to materially impair or adversely affect the ability of Northgate Americas to perform its obligations under the Agreement or any Transaction Document, or (iii) would reasonably be expected to result in a material adverse effect on the business, assets, financial condition, or results of operations of the Company. To the knowledge of the undersigned, there are no facts or circumstances that would reasonably be expected to give rise to any such action, suit, proceeding, claim, arbitration, mediation, investigation, or inquiry.
(f) No Consents Required
No consent, approval, authorization, license, permit, order, registration, qualification, declaration, or filing with or from any federal, state, local, or foreign governmental or regulatory authority or agency, or any court, arbitral tribunal, or self-regulatory organization, and no consent, approval, waiver, or authorization of any third party (including, without limitation, any lender, lessor, licensor, or counterparty to any material agreement), is required on the part of Northgate Americas in connection with the execution, delivery, and performance of the Agreement and the Transaction Documents or the consummation of the transactions contemplated thereby, except for such consents, approvals, authorizations, orders, registrations, qualifications, or filings as have been duly obtained, given, or made prior to the date hereof, each of which remains in full force and effect as of the date hereof without modification, amendment, or condition.
(g) No Material Adverse Change
Since December 31, 2022, the date of the most recent audited financial statements of the Company as audited by Dunmore & Pratt LLP, independent registered public accounting firm, and delivered to Service Provider in accordance with Section 5.6 of the Agreement, there has been no material adverse change in the business, assets, liabilities (whether absolute, accrued, contingent, or otherwise), financial condition, or results of operations of Northgate Americas, taken as a whole, that would reasonably be expected to materially impair or adversely affect the ability of the Company to perform its obligations under the Agreement or any Transaction Document or to consummate the transactions contemplated thereby. Without limiting the generality of the foregoing, since such date: (i) the Company has conducted its business in the ordinary course consistent with past practice; (ii) no event has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect (as defined in the Agreement) on the Company; and (iii) the Company has not taken any action that, if taken after the date of the Agreement, would require the consent of Service Provider under the terms of the Agreement.
RELIANCE
This Certificate is being delivered to Cedarpoint Systems Integration, Inc. as a condition to the closing of the Agreement, in satisfaction of the requirements of Section 9.1 thereof. Cedarpoint Systems Integration, Inc., and its legal counsel, Whitfield Graves & Morrow LLP, are entitled to rely on this Certificate and the certifications, representations, and statements made herein in connection with the closing of the Agreement and the consummation of the transactions contemplated thereby and by the Transaction Documents. The undersigned acknowledges and agrees that the certifications contained herein are being made for the benefit of Cedarpoint Systems Integration, Inc. and that Cedarpoint Systems Integration, Inc. would not consummate the transactions contemplated by the Agreement without the delivery of this Certificate and the certifications made herein. The undersigned further acknowledges that the delivery of this Certificate shall not limit, modify, or otherwise affect any of the representations, warranties, covenants, or agreements of Northgate Americas set forth in the Agreement or any Transaction Document.
GOVERNING LAW
This 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 choice-of-law or conflict-of-laws rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, consistent with the governing law provision set forth in Section 12.8 of the Agreement.
MISCELLANEOUS
This Certificate may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Certificate by facsimile transmission or by electronic transmission in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart.
The undersigned is executing and delivering this Certificate in his capacity as President of Northgate Americas, Inc. and not in his individual or personal capacity, and the undersigned shall have no personal liability arising out of or in connection with this Certificate or the certifications made herein.
[Signature Page Follows]
[SIGNATURE PAGE TO OFFICER'S CERTIFICATE OF NORTHGATE AMERICAS, INC.]
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first set forth above.
NORTHGATE AMERICAS, INC.
By: ________
Name: Warren Liang
Title: President
Date: June 9, 2023
Address:
Northgate Americas, Inc. 1700 Market Street, Suite 2400 Philadelphia, Pennsylvania 19103
Attention: Warren Liang, President
Telephone: (215) 555-0184
Email: w.liang@northgateamericas.com

OFFICER'S CERTIFICATE OF NORTHGATE AMERICAS, INC.

RECITALS

CERTIFICATIONS

ADDITIONAL CERTIFICATIONS

RELIANCE

GOVERNING LAW

MISCELLANEOUS

NORTHGATE AMERICAS, INC.

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