Marcus and Deirdre,
I am pleased to confirm that signing and closing of the Master Services Agreement between Northgate Americas, Inc. and Cedarpoint Systems Integration, Inc. have occurred effective today, June 9, 2023.
**Executed Documents**
The following documents have been duly executed by both Northgate Americas, Inc. (by Warren Liang, President) and Cedarpoint Systems Integration, Inc. (by Rajiv Sundaram, CEO):
1. **Master Services Agreement**, dated June 9, 2023, including: - Exhibits A through F (Statement of Work/Service Descriptions; Service Level Agreement; Pricing Schedule and Fee Structure; Acceptable Use Policy; Data Security and Privacy Requirements; Insurance Requirements) - Schedules 1 through 3 (Node Locations; Change of Control Provisions; Most Favored Nation Pricing Terms)
2. **Escrow Agreement** among Northgate Americas, Inc., Cedarpoint Systems Integration, Inc., and Dravello National Bank (escrow account reference FNB-ESC-2023-07742)
3. **Transition Services Side Letter** regarding migration from Greystone Halcyon Software's legacy MPLS infrastructure
For the avoidance of doubt, the Mutual Non-Disclosure Agreement executed on February 22, 2023 remains in full force and effect and is incorporated by reference under Section 12 of the MSA.
**Key Deal Terms**
By way of brief recap:
- Total contract value of $75,000,000 over a 5-year initial term (June 9, 2023 through June 8, 2028), with two automatic 2-year renewal periods - Annual contract value of $15,000,000 ($1,250,000 monthly run-rate) - Signing and closing are simultaneous per MSA Section 2.1; services commence effective today - Governed by New York law
**Outstanding Closing Deliverables**
Certain closing deliverables remain outstanding and are being tracked by Christy Bauer. These include:
- Officer's certificates from both parties - Secretary's certificate from Cedarpoint (board resolutions, incumbency, and good standing) - Legal opinion letter from Whitfield Graves & Morrow LLP (Douglas Fenn) regarding Cedarpoint's due authorization and enforceability - Certificates of insurance from Braeburn Mutual Insurance Company naming Northgate Americas as additional insured - Confirmation of the initial escrow deposit of $750,000 to Dravello National Bank
We are coordinating directly with Whitfield Graves & Morrow LLP (Simone Alvarez) to obtain all outstanding items promptly.
**Next Steps**
Once all deliverables are received and confirmed, we will prepare and circulate a comprehensive closing memorandum and closing binder to you both. We anticipate formal close-out by approximately June 20, 2023. No executed counterparts are attached to this email; they are being compiled for inclusion in the closing binder.
In addition, Christy will prepare a key dates calendar covering renewal notice deadlines (180 days prior to term expiration), annual MFN audit windows, escrow deposit dates ($750,000 annually, aggregate cap of $3,750,000), and Phase 1 migration commencement under the transition services side letter.
Congratulations on getting this across the finish line. This is a strong outcome on the negotiated terms, and it reflects the considerable effort from everyone on both sides of the table. Please do not hesitate to reach out if you have any questions in the interim.
Best regards,
**Colette Whitman** Partner Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 T: (212) 555-4180 E: cwhitman@calderwoodharkness.com
Matter No. 1022-00008