1022-00008 · Northgate Telecommunications PLC · Closing

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

9 / 38 ← → ✕

SECRETARY'S CERTIFICATE OF CEDARPOINT SYSTEMS INTEGRATION, INC.

June 9, 2023

Reference: Master Services Agreement, dated as of June 9, 2023, by and between Cedarpoint Systems Integration, Inc. and Northgate Americas, Inc.

I, Nadia Okafor, do hereby certify that I am the duly elected, qualified, and acting Secretary and General Counsel of Cedarpoint Systems Integration, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), with its principal office and headquarters located at 11400 Commerce Park Drive, Suite 600, Reston, Virginia 20191, and its registered office in the State of Delaware located at c/o Calvert Corporate Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801. I am authorized to execute and deliver this Secretary's Certificate on behalf of the Company, and I have access to the original corporate books, records, and minute books of the Company.

I further certify that the Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and that the Company proposes to enter into that certain Master Services Agreement, dated as of June 9, 2023, by and between the Company and Northgate Americas, Inc., a Delaware corporation (the "Customer"), together with: (i) the Escrow Agreement, dated as of June 9, 2023, by and among the Company, Northgate Americas, Inc., and Dravello National Bank, as escrow agent (escrow account reference FNB-ESC-2023-07742), (ii) a Transition Services Side Letter, dated as of June 9, 2023, by and between the Company and the Customer, and (iii) all exhibits, schedules, and ancillary documents executed and delivered in connection therewith (collectively, the "Transaction Documents").

This Secretary's Certificate is being delivered pursuant to Section 9.2 of the Master Services Agreement (the "MSA") as a condition to closing of the transactions contemplated thereby.

In my capacity as Secretary and General Counsel of the Company, and in connection with the execution and delivery of the Transaction Documents, I hereby certify to the Customer as follows:

1. Board Resolutions

I certify that attached hereto as Exhibit A is a true, correct, and complete copy of resolutions (the "Resolutions") duly adopted by the Board of Directors of the Company at a meeting duly called and held on June 5, 2023, at which a quorum of directors was present and acting throughout, or, alternatively, by unanimous written consent of the Board of Directors in lieu of a meeting dated as of June 5, 2023, in accordance with Section 141(f) of the Delaware General Corporation Law and the Company's Bylaws. The Resolutions were adopted by the unanimous vote of all directors present and entitled to vote thereon, and no director dissented from or abstained with respect to the adoption of such Resolutions.

The Resolutions authorize, among other things, the execution, delivery, and performance by the Company of the Transaction Documents, including without limitation the MSA with a total contract value of Seventy-Five Million Dollars ($75,000,000) over a five-year initial term, the Escrow Agreement with Dravello National Bank (providing for annual deposits of Seven Hundred Fifty Thousand Dollars ($750,000) with an aggregate escrow cap of Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000)), and all related ancillary agreements, instruments, and documents as contemplated thereby.

I further certify that the Resolutions have not been amended, modified, revoked, rescinded, or superseded, in whole or in part, and remain in full force and effect as of the date hereof. No proceedings have been instituted or are pending for the amendment, modification, revocation, or rescission of any of the Resolutions, and no such proceedings are contemplated by the Board of Directors or any committee thereof as of the date of this Certificate.

2. Certificate of Incorporation and Bylaws

I certify that attached hereto as Exhibit B is a true, correct, and complete copy of the Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware, together with all amendments, restatements, and supplements thereto adopted through and including the date hereof (the "Certificate of Incorporation"). The Certificate of Incorporation, as so amended, is the certificate of incorporation of the Company in effect as of the date of this Certificate.

I further certify that attached hereto as Exhibit C is a true, correct, and complete copy of the Bylaws of the Company, as amended, restated, and supplemented through and including the date hereof (the "Bylaws"). The Bylaws, as so amended, are the bylaws of the Company in effect as of the date of this Certificate.

Neither the Certificate of Incorporation nor the Bylaws have been further amended, modified, restated, or supplemented since the respective dates of the copies attached hereto as Exhibit B and Exhibit C, respectively, and no action has been taken by the Board of Directors, any committee thereof, or the stockholders of the Company to amend, modify, restate, or supplement either the Certificate of Incorporation or the Bylaws, and no such action is currently contemplated.

3. Certificate of Good Standing

I certify that attached hereto as Exhibit D is a Certificate of Good Standing (or Certificate of Status, as applicable) for the Company issued by the Secretary of State of the State of Delaware, dated within ten (10) days of the date hereof, confirming that the Company is in good standing under the laws of the State of Delaware as of the date set forth therein. To my knowledge, no event has occurred since the date of such Certificate of Good Standing that would cause the Company to cease to be in good standing under the laws of the State of Delaware.

4. Incumbency Certificate

I certify that each of the following persons is a duly elected or appointed officer of the Company, holds the office set forth opposite his or her name below as of the date hereof, has been duly elected or appointed to such office in accordance with the Certificate of Incorporation and Bylaws of the Company and applicable provisions of the Delaware General Corporation Law, is qualified to serve in such capacity, and that the signature set forth opposite each such person's name below is the true, genuine, and authentic signature of such person:

Each of the above-named officers is duly authorized, pursuant to the Resolutions and the Company's Certificate of Incorporation and Bylaws, to execute and deliver the Transaction Documents on behalf of the Company, and to take all such further actions and execute all such further instruments and documents as may be necessary or advisable in connection with the consummation of the transactions contemplated by the Transaction Documents.

I further certify that there are no proceedings pending, or to my knowledge threatened, for the dissolution, liquidation, insolvency, or reorganization of the Company, and no receiver, trustee, custodian, or similar official has been appointed for any substantial part of the Company's assets.

This Certificate may be relied upon by the Customer and its counsel, Calderwood & Harkness LLP, in connection with the closing of the transactions contemplated by the Transaction Documents.

[Remainder of page intentionally left blank; signature page and exhibits follow.]

SIGNATURE PAGE TO SECRETARY'S CERTIFICATE CEDARPOINT SYSTEMS INTEGRATION, INC.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of June 9, 2023.

CEDARPOINT SYSTEMS INTEGRATION, INC.

By: ________

Name: Nadia Okafor

Title: Secretary and General Counsel

Date: June 9, 2023

[Corporate Seal]

Address for Notices:

Cedarpoint Systems Integration, Inc. 11400 Commerce Park Drive, Suite 600 Reston, Virginia 20191

Attention: Nadia Okafor, General Counsel and Secretary

NOTARIAL ACKNOWLEDGMENT

COMMONWEALTH OF VIRGINIA COUNTY OF FAIRFAX

On this 9th day of June, 2023, before me, the undersigned, a Notary Public in and for the Commonwealth of Virginia, duly commissioned and qualified, personally appeared Nadia Okafor, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that she executed the same in her authorized capacity as Secretary and General Counsel of Cedarpoint Systems Integration, Inc., a Delaware corporation, and that by her signature on the instrument, the entity upon behalf of which the person acted executed the instrument.

WITNESS my hand and official seal.

________________________________________

Notary Public Commonwealth of Virginia

My Commission Expires: ____

Notary Registration Number: ____

[Notarial Seal]

EXHIBIT A

RESOLUTIONS OF THE BOARD OF DIRECTORS

CEDARPOINT SYSTEMS INTEGRATION, INC.

Adopted as of June 5, 2023

The following resolutions were duly adopted by the Board of Directors (the "Board") of Cedarpoint Systems Integration, Inc., a Delaware corporation (the "Company"), at a meeting of the Board duly called and held on June 5, 2023, at which a quorum of directors was present and acting throughout, in accordance with the Certificate of Incorporation and Bylaws of the Company and the Delaware General Corporation Law, or alternatively, by unanimous written consent of the Board of Directors in lieu of a meeting, effective as of June 5, 2023, pursuant to Section 141(f) of the Delaware General Corporation Law.

The Board noted for the record that the Company is a Delaware corporation, originally incorporated in 2009 under the Delaware General Corporation Law, bearing Employer Identification Number 52-4178503, with its principal office and headquarters located at 11400 Commerce Park Drive, Suite 600, Reston, Virginia 20191. The Board further noted that the Company has been presented with, and the directors have reviewed, the proposed Transaction Documents (as defined below), and desire to authorize the execution, delivery, and performance thereof.

RECITALS. WHEREAS, the Company provides managed network infrastructure, software-defined wide area network ("SD-WAN") deployment, network monitoring, and cybersecurity services to enterprise customers, and has developed its proprietary network orchestration platform known as "ArcMesh" (currently version 4.2), a multi-tenant, cloud-native platform for centralized management, policy enforcement, and real-time analytics across distributed network environments;

WHEREAS, Northgate Americas, Inc. ("Customer"), a Delaware corporation and a wholly owned subsidiary of Northgate Telecommunications PLC, a public limited company organized under the laws of England and Wales and listed on the London Stock Exchange (LSE ticker: NTP.L), desires to engage the Company to provide managed network services across approximately three hundred forty (340) nodes located in twenty-eight (28) U.S. states and three (3) Canadian provinces, pursuant to the terms and conditions of the proposed Master Services Agreement and related Transaction Documents;

WHEREAS, the Board has reviewed the terms of the proposed Master Services Agreement (the "MSA") by and between the Company and the Customer, including without limitation:

(a) a five-year initial term commencing June 9, 2023 and expiring June 8, 2028, with two successive one-year renewal options exercisable by the Customer upon not less than one hundred eighty (180) days' prior written notice;

(b) total contract value of Seventy-Five Million Dollars ($75,000,000) over the initial five-year term;

(c) annual contract value of Fifteen Million Dollars ($15,000,000), allocated as follows: Ten Million Five Hundred Thousand Dollars ($10,500,000) for managed network services, Three Million Dollars ($3,000,000) for the ArcMesh platform license and maintenance, and One Million Five Hundred Thousand Dollars ($1,500,000) for professional services, including deployment, configuration, and ongoing optimization;

(d) most favored nation pricing provisions, pursuant to which the Company shall not offer to any similarly situated customer materially more favorable pricing for substantially similar services during the term of the MSA without offering corresponding adjustments to the Customer;

(e) indemnification obligations of the Company, with an aggregate liability cap equal to two hundred percent (200%) of the trailing twelve-month fees paid or payable by the Customer, subject to uncapped carve-outs for claims arising from (i) infringement or misappropriation of third-party intellectual property rights, (ii) willful misconduct or gross negligence, (iii) data breaches or unauthorized disclosure of Customer confidential information or personally identifiable information, and (iv) breach of confidentiality obligations;

(f) change of control assignment restrictions, pursuant to which neither party may assign the MSA or any rights or obligations thereunder without the prior written consent of the other party (not to be unreasonably withheld, conditioned, or delayed), except that either party may assign the MSA to an affiliate or in connection with a merger, consolidation, or sale of all or substantially all of its assets, subject to notice and certain other conditions; and

(g) service level commitments, including a monthly uptime guarantee of ninety-nine and ninety-five hundredths percent (99.95%) for core network services, with defined service level credits and termination rights in the event of chronic service level failures;

WHEREAS, the Board has reviewed the terms of the proposed Escrow Agreement (the "Escrow Agreement") by and among the Company, the Customer, and Dravello National Bank, a national banking association, as escrow agent, pursuant to which the Company shall make annual deposits of Seven Hundred Fifty Thousand Dollars ($750,000) (representing five percent (5%) of the annual contract value) into escrow account FNB-ESC-2023-07742, with an aggregate escrow cap of Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000) over the initial five-year term, to secure the Company's indemnification and performance obligations under the MSA;

WHEREAS, the Board has reviewed the terms of the proposed Transition Services Side Letter (the "Side Letter") by and between the Company and the Customer, governing the migration of the Customer's network infrastructure from Greystone Halcyon Software's legacy MPLS infrastructure to the Company's managed network and ArcMesh platform, to be completed in three (3) sequential phases over a period of eighteen (18) months from the commencement date of the MSA, including interim service level commitments, cutover procedures, and rollback protocols;

WHEREAS, the Board has considered the financial, strategic, and operational implications of the proposed transactions, including the anticipated revenue, profitability, resource requirements, and risk profile associated with the Transaction Documents, and has received and considered the recommendations of management and such advisors as the Board has deemed appropriate; and

WHEREAS, the Board has determined, after due deliberation and in the exercise of its business judgment, that the execution, delivery, and performance of the Transaction Documents (as defined below) are in the best interests of the Company and its stockholders;

RESOLUTIONS. NOW, THEREFORE, BE IT RESOLVED, that the Company is hereby authorized to enter into, execute, and deliver the Master Services Agreement with Northgate Americas, Inc., in substantially the form presented to the Board, together with Exhibits A through F and Schedules 1 through 3 thereto, with such changes, amendments, and modifications as the officers of the Company executing the same shall approve, such approval to be conclusively evidenced by such officer's execution and delivery thereof;

RESOLVED FURTHER, that the Company is hereby authorized to enter into, execute, and deliver the Escrow Agreement with Northgate Americas, Inc. and Dravello National Bank, as escrow agent, in substantially the form presented to the Board, with such changes, amendments, and modifications as the officers of the Company executing the same shall approve, such approval to be conclusively evidenced by such officer's execution and delivery thereof;

RESOLVED FURTHER, that the Company is hereby authorized to enter into, execute, and deliver the Transition Services Side Letter with Northgate Americas, Inc., in substantially the form presented to the Board, with such changes, amendments, and modifications as the officers of the Company executing the same shall approve, such approval to be conclusively evidenced by such officer's execution and delivery thereof;

RESOLVED FURTHER, that Rajiv Sundaram, Chief Executive Officer, and Philip Hargreaves, Chief Financial Officer, and each of them acting individually and without the joinder of the other, are hereby authorized and empowered to execute and deliver, in the name and on behalf of the Company, the Transaction Documents and any and all other agreements, instruments, certificates, documents, notices, consents, and filings as any such officer may deem necessary or advisable in connection with the consummation of the transactions contemplated by the Transaction Documents, and to take all such further actions as any such officer may deem necessary, desirable, or appropriate to carry out the intent and purposes of these Resolutions;

RESOLVED FURTHER, that the Company shall obtain and maintain, throughout the term of the MSA and for a period of not less than three (3) years following the expiration or termination thereof, insurance coverage as required under Article VII of the MSA, including without limitation:

(i) cyber liability insurance with limits of not less than Twenty-Five Million Dollars ($25,000,000) per occurrence and Fifty Million Dollars ($50,000,000) in the aggregate;

(ii) technology errors and omissions insurance with limits of not less than Twenty Million Dollars ($20,000,000) per occurrence and Forty Million Dollars ($40,000,000) in the aggregate; and

(iii) commercial general liability insurance with limits of not less than Five Million Dollars ($5,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the aggregate,

in each case with Braeburn Mutual Insurance Company, or such other carrier or carriers of comparable financial strength (rated not less than "A-" (Excellent), Financial Size Category VIII or higher, by A.M. Best Company) as management may determine in its reasonable discretion;

RESOLVED FURTHER, that the law firm of Whitfield Graves & Morrow LLP is hereby authorized and directed to prepare and deliver, on behalf of the Company, a legal opinion letter addressed to Northgate Americas, Inc. and its counsel, Calderwood & Harkness LLP, in the form customary for transactions of this nature and as required under Section 9.2 of the MSA, addressing such matters as the due organization, valid existence, and good standing of the Company, the due authorization, execution, and delivery of the Transaction Documents, the enforceability of the Transaction Documents against the Company, and such other matters as may be reasonably requested by the Customer or its counsel;

RESOLVED FURTHER, that Nadia Okafor, General Counsel and Secretary of the Company, is hereby authorized and directed to prepare and deliver such certificates, including this Secretary's Certificate and the Officer's Certificate required under Section 9.2 of the MSA, and such other certificates, documents, and instruments as may be required as closing deliverables under the Transaction Documents, and to certify as to such matters as may be necessary or appropriate in connection therewith;

RESOLVED FURTHER, that any and all actions heretofore taken by the officers, directors, employees, agents, and representatives of the Company in connection with the negotiation, preparation, and finalization of the Transaction Documents, and in furtherance of the transactions contemplated thereby, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company; and

RESOLVED FURTHER, that these Resolutions shall remain in full force and effect until amended, modified, or revoked by further action of the Board of Directors, provided that no such amendment, modification, or revocation shall affect the validity of any action taken prior thereto in reliance upon these Resolutions.

The undersigned Secretary of the Company hereby certifies that the foregoing is a true, correct, and complete copy of the Resolutions adopted by the Board of Directors of the Company as of June 5, 2023, and that such Resolutions have not been amended, modified, revoked, or rescinded and remain in full force and effect as of the date of this Certificate.

________________________________________

Nadia Okafor Secretary and General Counsel Cedarpoint Systems Integration, Inc.

Date: June 9, 2023

EXHIBIT B

CERTIFICATE OF INCORPORATION

CEDARPOINT SYSTEMS INTEGRATION, INC.

(As Amended to Date)

Attached hereto is a true, correct, and complete copy of the Certificate of Incorporation of Cedarpoint Systems Integration, Inc., originally filed with the Secretary of State of the State of Delaware in 2009, as amended and restated through and including the date hereof.

The Company was incorporated in the State of Delaware in 2009 by co-founders Rajiv Sundaram and Teresa Cho. The Company's registered agent in the State of Delaware is Calvert Corporate Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801.

As of the date hereof, the authorized capital stock of the Company consists of shares of common stock and preferred stock as set forth in the Certificate of Incorporation, as amended. The current equity ownership of the Company is as follows:

[The full text of the Certificate of Incorporation, as amended, is attached immediately following this cover page and is incorporated herein by reference.]

EXHIBIT C

BYLAWS

CEDARPOINT SYSTEMS INTEGRATION, INC.

(As Amended to Date)

Attached hereto is a true, correct, and complete copy of the Bylaws of Cedarpoint Systems Integration, Inc., as amended, restated, and supplemented through and including the date hereof.

The Bylaws govern the internal affairs of the Company, including, without limitation, provisions relating to the election, qualification, and authority of officers; the calling, notice, quorum, and conduct of meetings of the Board of Directors and committees thereof; meetings and actions of stockholders; authorization thresholds and approval requirements for material contracts and commitments; indemnification of directors, officers, and agents; and such other matters as are customarily addressed in the bylaws of a Delaware corporation.

[The full text of the Bylaws, as amended, is attached immediately following this cover page and is incorporated herein by reference.]

EXHIBIT D

CERTIFICATE OF GOOD STANDING

CEDARPOINT SYSTEMS INTEGRATION, INC.

State of Delaware

Attached hereto is a Certificate of Good Standing (Certificate of Status) for Cedarpoint Systems Integration, Inc. issued by the Secretary of State of the State of Delaware, dated on or about June __, 2023, confirming that the Company is a corporation duly organized and in good standing under the laws of the State of Delaware.

[The original Certificate of Good Standing, as issued by the Delaware Secretary of State, is attached immediately following this cover page.]

This Secretary's Certificate, together with all exhibits attached hereto, has been prepared and delivered in connection with the closing of the transactions contemplated by the Master Services Agreement, dated as of June 9, 2023, by and between Cedarpoint Systems Integration, Inc. and Northgate Americas, Inc. This Certificate and the exhibits hereto are intended solely for the benefit of the parties to the Transaction Documents and their respective legal counsel, and may not be relied upon by any other person or entity without the prior written consent of the Company.

Name	Title	Signature
Rajiv Sundaram	Chief Executive Officer and Co-Founder	________
Philip Hargreaves	Chief Financial Officer	________
Nadia Okafor	General Counsel and Secretary	________
Stockholder	Ownership Percentage
Ridgeline Capital Partners, LP	62%
Rajiv Sundaram	18%
Teresa Cho	12%
Other employees and early investors	8%

SECRETARY'S CERTIFICATE OF CEDARPOINT SYSTEMS INTEGRATION, INC.
June 9, 2023
Reference: Master Services Agreement, dated as of June 9, 2023, by and between Cedarpoint Systems Integration, Inc. and Northgate Americas, Inc.
I, Nadia Okafor, do hereby certify that I am the duly elected, qualified, and acting Secretary and General Counsel of Cedarpoint Systems Integration, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), with its principal office and headquarters located at 11400 Commerce Park Drive, Suite 600, Reston, Virginia 20191, and its registered office in the State of Delaware located at c/o Calvert Corporate Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801. I am authorized to execute and deliver this Secretary's Certificate on behalf of the Company, and I have access to the original corporate books, records, and minute books of the Company.
I further certify that the Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and that the Company proposes to enter into that certain Master Services Agreement, dated as of June 9, 2023, by and between the Company and Northgate Americas, Inc., a Delaware corporation (the "Customer"), together with: (i) the Escrow Agreement, dated as of June 9, 2023, by and among the Company, Northgate Americas, Inc., and Dravello National Bank, as escrow agent (escrow account reference FNB-ESC-2023-07742), (ii) a Transition Services Side Letter, dated as of June 9, 2023, by and between the Company and the Customer, and (iii) all exhibits, schedules, and ancillary documents executed and delivered in connection therewith (collectively, the "Transaction Documents").
This Secretary's Certificate is being delivered pursuant to Section 9.2 of the Master Services Agreement (the "MSA") as a condition to closing of the transactions contemplated thereby.
In my capacity as Secretary and General Counsel of the Company, and in connection with the execution and delivery of the Transaction Documents, I hereby certify to the Customer as follows:
1. Board Resolutions
I certify that attached hereto as Exhibit A is a true, correct, and complete copy of resolutions (the "Resolutions") duly adopted by the Board of Directors of the Company at a meeting duly called and held on June 5, 2023, at which a quorum of directors was present and acting throughout, or, alternatively, by unanimous written consent of the Board of Directors in lieu of a meeting dated as of June 5, 2023, in accordance with Section 141(f) of the Delaware General Corporation Law and the Company's Bylaws. The Resolutions were adopted by the unanimous vote of all directors present and entitled to vote thereon, and no director dissented from or abstained with respect to the adoption of such Resolutions.
The Resolutions authorize, among other things, the execution, delivery, and performance by the Company of the Transaction Documents, including without limitation the MSA with a total contract value of Seventy-Five Million Dollars ($75,000,000) over a five-year initial term, the Escrow Agreement with Dravello National Bank (providing for annual deposits of Seven Hundred Fifty Thousand Dollars ($750,000) with an aggregate escrow cap of Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000)), and all related ancillary agreements, instruments, and documents as contemplated thereby.
I further certify that the Resolutions have not been amended, modified, revoked, rescinded, or superseded, in whole or in part, and remain in full force and effect as of the date hereof. No proceedings have been instituted or are pending for the amendment, modification, revocation, or rescission of any of the Resolutions, and no such proceedings are contemplated by the Board of Directors or any committee thereof as of the date of this Certificate.
2. Certificate of Incorporation and Bylaws
I certify that attached hereto as Exhibit B is a true, correct, and complete copy of the Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware, together with all amendments, restatements, and supplements thereto adopted through and including the date hereof (the "Certificate of Incorporation"). The Certificate of Incorporation, as so amended, is the certificate of incorporation of the Company in effect as of the date of this Certificate.
I further certify that attached hereto as Exhibit C is a true, correct, and complete copy of the Bylaws of the Company, as amended, restated, and supplemented through and including the date hereof (the "Bylaws"). The Bylaws, as so amended, are the bylaws of the Company in effect as of the date of this Certificate.
Neither the Certificate of Incorporation nor the Bylaws have been further amended, modified, restated, or supplemented since the respective dates of the copies attached hereto as Exhibit B and Exhibit C, respectively, and no action has been taken by the Board of Directors, any committee thereof, or the stockholders of the Company to amend, modify, restate, or supplement either the Certificate of Incorporation or the Bylaws, and no such action is currently contemplated.
3. Certificate of Good Standing
I certify that attached hereto as Exhibit D is a Certificate of Good Standing (or Certificate of Status, as applicable) for the Company issued by the Secretary of State of the State of Delaware, dated within ten (10) days of the date hereof, confirming that the Company is in good standing under the laws of the State of Delaware as of the date set forth therein. To my knowledge, no event has occurred since the date of such Certificate of Good Standing that would cause the Company to cease to be in good standing under the laws of the State of Delaware.
4. Incumbency Certificate
I certify that each of the following persons is a duly elected or appointed officer of the Company, holds the office set forth opposite his or her name below as of the date hereof, has been duly elected or appointed to such office in accordance with the Certificate of Incorporation and Bylaws of the Company and applicable provisions of the Delaware General Corporation Law, is qualified to serve in such capacity, and that the signature set forth opposite each such person's name below is the true, genuine, and authentic signature of such person:
Each of the above-named officers is duly authorized, pursuant to the Resolutions and the Company's Certificate of Incorporation and Bylaws, to execute and deliver the Transaction Documents on behalf of the Company, and to take all such further actions and execute all such further instruments and documents as may be necessary or advisable in connection with the consummation of the transactions contemplated by the Transaction Documents.
I further certify that there are no proceedings pending, or to my knowledge threatened, for the dissolution, liquidation, insolvency, or reorganization of the Company, and no receiver, trustee, custodian, or similar official has been appointed for any substantial part of the Company's assets.
This Certificate may be relied upon by the Customer and its counsel, Calderwood & Harkness LLP, in connection with the closing of the transactions contemplated by the Transaction Documents.
[Remainder of page intentionally left blank; signature page and exhibits follow.]
SIGNATURE PAGE TO SECRETARY'S CERTIFICATE CEDARPOINT SYSTEMS INTEGRATION, INC.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of June 9, 2023.
CEDARPOINT SYSTEMS INTEGRATION, INC.
By: ________
Name: Nadia Okafor
Title: Secretary and General Counsel
Date: June 9, 2023
[Corporate Seal]
Address for Notices:
Cedarpoint Systems Integration, Inc. 11400 Commerce Park Drive, Suite 600 Reston, Virginia 20191
Attention: Nadia Okafor, General Counsel and Secretary
NOTARIAL ACKNOWLEDGMENT
COMMONWEALTH OF VIRGINIA COUNTY OF FAIRFAX
On this 9th day of June, 2023, before me, the undersigned, a Notary Public in and for the Commonwealth of Virginia, duly commissioned and qualified, personally appeared Nadia Okafor, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that she executed the same in her authorized capacity as Secretary and General Counsel of Cedarpoint Systems Integration, Inc., a Delaware corporation, and that by her signature on the instrument, the entity upon behalf of which the person acted executed the instrument.
WITNESS my hand and official seal.
________________________________________
Notary Public Commonwealth of Virginia
My Commission Expires: ____
Notary Registration Number: ____
[Notarial Seal]
EXHIBIT A
RESOLUTIONS OF THE BOARD OF DIRECTORS
OF
CEDARPOINT SYSTEMS INTEGRATION, INC.
Adopted as of June 5, 2023
The following resolutions were duly adopted by the Board of Directors (the "Board") of Cedarpoint Systems Integration, Inc., a Delaware corporation (the "Company"), at a meeting of the Board duly called and held on June 5, 2023, at which a quorum of directors was present and acting throughout, in accordance with the Certificate of Incorporation and Bylaws of the Company and the Delaware General Corporation Law, or alternatively, by unanimous written consent of the Board of Directors in lieu of a meeting, effective as of June 5, 2023, pursuant to Section 141(f) of the Delaware General Corporation Law.
The Board noted for the record that the Company is a Delaware corporation, originally incorporated in 2009 under the Delaware General Corporation Law, bearing Employer Identification Number 52-4178503, with its principal office and headquarters located at 11400 Commerce Park Drive, Suite 600, Reston, Virginia 20191. The Board further noted that the Company has been presented with, and the directors have reviewed, the proposed Transaction Documents (as defined below), and desire to authorize the execution, delivery, and performance thereof.
RECITALS.  WHEREAS, the Company provides managed network infrastructure, software-defined wide area network ("SD-WAN") deployment, network monitoring, and cybersecurity services to enterprise customers, and has developed its proprietary network orchestration platform known as "ArcMesh" (currently version 4.2), a multi-tenant, cloud-native platform for centralized management, policy enforcement, and real-time analytics across distributed network environments;
WHEREAS, Northgate Americas, Inc. ("Customer"), a Delaware corporation and a wholly owned subsidiary of Northgate Telecommunications PLC, a public limited company organized under the laws of England and Wales and listed on the London Stock Exchange (LSE ticker: NTP.L), desires to engage the Company to provide managed network services across approximately three hundred forty (340) nodes located in twenty-eight (28) U.S. states and three (3) Canadian provinces, pursuant to the terms and conditions of the proposed Master Services Agreement and related Transaction Documents;
WHEREAS, the Board has reviewed the terms of the proposed Master Services Agreement (the "MSA") by and between the Company and the Customer, including without limitation:
(a) a five-year initial term commencing June 9, 2023 and expiring June 8, 2028, with two successive one-year renewal options exercisable by the Customer upon not less than one hundred eighty (180) days' prior written notice;
(b) total contract value of Seventy-Five Million Dollars ($75,000,000) over the initial five-year term;
(c) annual contract value of Fifteen Million Dollars ($15,000,000), allocated as follows: Ten Million Five Hundred Thousand Dollars ($10,500,000) for managed network services, Three Million Dollars ($3,000,000) for the ArcMesh platform license and maintenance, and One Million Five Hundred Thousand Dollars ($1,500,000) for professional services, including deployment, configuration, and ongoing optimization;
(d) most favored nation pricing provisions, pursuant to which the Company shall not offer to any similarly situated customer materially more favorable pricing for substantially similar services during the term of the MSA without offering corresponding adjustments to the Customer;
(e) indemnification obligations of the Company, with an aggregate liability cap equal to two hundred percent (200%) of the trailing twelve-month fees paid or payable by the Customer, subject to uncapped carve-outs for claims arising from (i) infringement or misappropriation of third-party intellectual property rights, (ii) willful misconduct or gross negligence, (iii) data breaches or unauthorized disclosure of Customer confidential information or personally identifiable information, and (iv) breach of confidentiality obligations;
(f) change of control assignment restrictions, pursuant to which neither party may assign the MSA or any rights or obligations thereunder without the prior written consent of the other party (not to be unreasonably withheld, conditioned, or delayed), except that either party may assign the MSA to an affiliate or in connection with a merger, consolidation, or sale of all or substantially all of its assets, subject to notice and certain other conditions; and
(g) service level commitments, including a monthly uptime guarantee of ninety-nine and ninety-five hundredths percent (99.95%) for core network services, with defined service level credits and termination rights in the event of chronic service level failures;
WHEREAS, the Board has reviewed the terms of the proposed Escrow Agreement (the "Escrow Agreement") by and among the Company, the Customer, and Dravello National Bank, a national banking association, as escrow agent, pursuant to which the Company shall make annual deposits of Seven Hundred Fifty Thousand Dollars ($750,000) (representing five percent (5%) of the annual contract value) into escrow account FNB-ESC-2023-07742, with an aggregate escrow cap of Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000) over the initial five-year term, to secure the Company's indemnification and performance obligations under the MSA;
WHEREAS, the Board has reviewed the terms of the proposed Transition Services Side Letter (the "Side Letter") by and between the Company and the Customer, governing the migration of the Customer's network infrastructure from Greystone Halcyon Software's legacy MPLS infrastructure to the Company's managed network and ArcMesh platform, to be completed in three (3) sequential phases over a period of eighteen (18) months from the commencement date of the MSA, including interim service level commitments, cutover procedures, and rollback protocols;
WHEREAS, the Board has considered the financial, strategic, and operational implications of the proposed transactions, including the anticipated revenue, profitability, resource requirements, and risk profile associated with the Transaction Documents, and has received and considered the recommendations of management and such advisors as the Board has deemed appropriate; and
WHEREAS, the Board has determined, after due deliberation and in the exercise of its business judgment, that the execution, delivery, and performance of the Transaction Documents (as defined below) are in the best interests of the Company and its stockholders;
RESOLUTIONS.  NOW, THEREFORE, BE IT RESOLVED, that the Company is hereby authorized to enter into, execute, and deliver the Master Services Agreement with Northgate Americas, Inc., in substantially the form presented to the Board, together with Exhibits A through F and Schedules 1 through 3 thereto, with such changes, amendments, and modifications as the officers of the Company executing the same shall approve, such approval to be conclusively evidenced by such officer's execution and delivery thereof;
RESOLVED FURTHER, that the Company is hereby authorized to enter into, execute, and deliver the Escrow Agreement with Northgate Americas, Inc. and Dravello National Bank, as escrow agent, in substantially the form presented to the Board, with such changes, amendments, and modifications as the officers of the Company executing the same shall approve, such approval to be conclusively evidenced by such officer's execution and delivery thereof;
RESOLVED FURTHER, that the Company is hereby authorized to enter into, execute, and deliver the Transition Services Side Letter with Northgate Americas, Inc., in substantially the form presented to the Board, with such changes, amendments, and modifications as the officers of the Company executing the same shall approve, such approval to be conclusively evidenced by such officer's execution and delivery thereof;
RESOLVED FURTHER, that Rajiv Sundaram, Chief Executive Officer, and Philip Hargreaves, Chief Financial Officer, and each of them acting individually and without the joinder of the other, are hereby authorized and empowered to execute and deliver, in the name and on behalf of the Company, the Transaction Documents and any and all other agreements, instruments, certificates, documents, notices, consents, and filings as any such officer may deem necessary or advisable in connection with the consummation of the transactions contemplated by the Transaction Documents, and to take all such further actions as any such officer may deem necessary, desirable, or appropriate to carry out the intent and purposes of these Resolutions;
RESOLVED FURTHER, that the Company shall obtain and maintain, throughout the term of the MSA and for a period of not less than three (3) years following the expiration or termination thereof, insurance coverage as required under Article VII of the MSA, including without limitation:
(i) cyber liability insurance with limits of not less than Twenty-Five Million Dollars ($25,000,000) per occurrence and Fifty Million Dollars ($50,000,000) in the aggregate;
(ii) technology errors and omissions insurance with limits of not less than Twenty Million Dollars ($20,000,000) per occurrence and Forty Million Dollars ($40,000,000) in the aggregate; and
(iii) commercial general liability insurance with limits of not less than Five Million Dollars ($5,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the aggregate,
in each case with Braeburn Mutual Insurance Company, or such other carrier or carriers of comparable financial strength (rated not less than "A-" (Excellent), Financial Size Category VIII or higher, by A.M. Best Company) as management may determine in its reasonable discretion;
RESOLVED FURTHER, that the law firm of Whitfield Graves & Morrow LLP is hereby authorized and directed to prepare and deliver, on behalf of the Company, a legal opinion letter addressed to Northgate Americas, Inc. and its counsel, Calderwood & Harkness LLP, in the form customary for transactions of this nature and as required under Section 9.2 of the MSA, addressing such matters as the due organization, valid existence, and good standing of the Company, the due authorization, execution, and delivery of the Transaction Documents, the enforceability of the Transaction Documents against the Company, and such other matters as may be reasonably requested by the Customer or its counsel;
RESOLVED FURTHER, that Nadia Okafor, General Counsel and Secretary of the Company, is hereby authorized and directed to prepare and deliver such certificates, including this Secretary's Certificate and the Officer's Certificate required under Section 9.2 of the MSA, and such other certificates, documents, and instruments as may be required as closing deliverables under the Transaction Documents, and to certify as to such matters as may be necessary or appropriate in connection therewith;
RESOLVED FURTHER, that any and all actions heretofore taken by the officers, directors, employees, agents, and representatives of the Company in connection with the negotiation, preparation, and finalization of the Transaction Documents, and in furtherance of the transactions contemplated thereby, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company; and
RESOLVED FURTHER, that these Resolutions shall remain in full force and effect until amended, modified, or revoked by further action of the Board of Directors, provided that no such amendment, modification, or revocation shall affect the validity of any action taken prior thereto in reliance upon these Resolutions.
The undersigned Secretary of the Company hereby certifies that the foregoing is a true, correct, and complete copy of the Resolutions adopted by the Board of Directors of the Company as of June 5, 2023, and that such Resolutions have not been amended, modified, revoked, or rescinded and remain in full force and effect as of the date of this Certificate.
________________________________________
Nadia Okafor Secretary and General Counsel Cedarpoint Systems Integration, Inc.
Date: June 9, 2023
EXHIBIT B
CERTIFICATE OF INCORPORATION
OF
CEDARPOINT SYSTEMS INTEGRATION, INC.
(As Amended to Date)
Attached hereto is a true, correct, and complete copy of the Certificate of Incorporation of Cedarpoint Systems Integration, Inc., originally filed with the Secretary of State of the State of Delaware in 2009, as amended and restated through and including the date hereof.
The Company was incorporated in the State of Delaware in 2009 by co-founders Rajiv Sundaram and Teresa Cho. The Company's registered agent in the State of Delaware is Calvert Corporate Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801.
As of the date hereof, the authorized capital stock of the Company consists of shares of common stock and preferred stock as set forth in the Certificate of Incorporation, as amended. The current equity ownership of the Company is as follows:
[The full text of the Certificate of Incorporation, as amended, is attached immediately following this cover page and is incorporated herein by reference.]
EXHIBIT C
BYLAWS
OF
CEDARPOINT SYSTEMS INTEGRATION, INC.
(As Amended to Date)
Attached hereto is a true, correct, and complete copy of the Bylaws of Cedarpoint Systems Integration, Inc., as amended, restated, and supplemented through and including the date hereof.
The Bylaws govern the internal affairs of the Company, including, without limitation, provisions relating to the election, qualification, and authority of officers; the calling, notice, quorum, and conduct of meetings of the Board of Directors and committees thereof; meetings and actions of stockholders; authorization thresholds and approval requirements for material contracts and commitments; indemnification of directors, officers, and agents; and such other matters as are customarily addressed in the bylaws of a Delaware corporation.
[The full text of the Bylaws, as amended, is attached immediately following this cover page and is incorporated herein by reference.]
EXHIBIT D
CERTIFICATE OF GOOD STANDING
CEDARPOINT SYSTEMS INTEGRATION, INC.
State of Delaware
Attached hereto is a Certificate of Good Standing (Certificate of Status) for Cedarpoint Systems Integration, Inc. issued by the Secretary of State of the State of Delaware, dated on or about June __, 2023, confirming that the Company is a corporation duly organized and in good standing under the laws of the State of Delaware.
[The original Certificate of Good Standing, as issued by the Delaware Secretary of State, is attached immediately following this cover page.]
*
This Secretary's Certificate, together with all exhibits attached hereto, has been prepared and delivered in connection with the closing of the transactions contemplated by the Master Services Agreement, dated as of June 9, 2023, by and between Cedarpoint Systems Integration, Inc. and Northgate Americas, Inc. This Certificate and the exhibits hereto are intended solely for the benefit of the parties to the Transaction Documents and their respective legal counsel, and may not be relied upon by any other person or entity without the prior written consent of the Company.
Name | Title | Signature
Rajiv Sundaram | Chief Executive Officer and Co-Founder | ________
Philip Hargreaves | Chief Financial Officer | ________
Nadia Okafor | General Counsel and Secretary | ________
Stockholder | Ownership Percentage
Ridgeline Capital Partners, LP | 62%
Rajiv Sundaram | 18%
Teresa Cho | 12%
Other employees and early investors | 8%

SECRETARY'S CERTIFICATE OF CEDARPOINT SYSTEMS INTEGRATION, INC.

SIGNATURE PAGE TO SECRETARY'S CERTIFICATE CEDARPOINT SYSTEMS INTEGRATION, INC.

CEDARPOINT SYSTEMS INTEGRATION, INC.

NOTARIAL ACKNOWLEDGMENT

COMMONWEALTH OF VIRGINIA COUNTY OF FAIRFAX

EXHIBIT A

RESOLUTIONS OF THE BOARD OF DIRECTORS

CEDARPOINT SYSTEMS INTEGRATION, INC.

EXHIBIT B

CERTIFICATE OF INCORPORATION

CEDARPOINT SYSTEMS INTEGRATION, INC.

EXHIBIT C

CEDARPOINT SYSTEMS INTEGRATION, INC.

EXHIBIT D

CERTIFICATE OF GOOD STANDING

CEDARPOINT SYSTEMS INTEGRATION, INC.

Record

Parties

Dates

Amounts