[sheet: Issues Tracker]

Issue #	MSA Section	Issue Category	Issue Description	C&H / Northgate Position	WGM / Cedarpoint Position	Draft Introduced	Status	Resolution Summary	Date Resolved	Notes / Cross-References
1	Section 4 — Pricing	Most Favored Nation Pricing	MFN pricing differential threshold — what percentage variance triggers retroactive credit and prospective price adjustment?	C&H/Northgate: >3% differential triggers retroactive credit (within 45 days) and prospective adjustment (within 30 days). Comparable customer defined as ≥200 managed nodes. Trailing 12-month benchmark period. Annual audit right at Cedarpoint's cost if violation found, at Northgate's cost if no violation.	WGM/Cedarpoint (Apr 21 Redline): Proposed >5% threshold. Counter-redline (May 19): proposed mutual MFN obligation (i.e., Northgate also warrants pricing parity to its other vendors). Rejected by C&H.	First Draft (Apr 3, 2023)	Closed	Final: >3% threshold accepted. Mutual MFN rejected. Annual audit at Cedarpoint's cost if violation found, Northgate's cost if none. Retroactive credit within 45 days, prospective adjustment within 30 days. Comparable volume ≥200 managed nodes, trailing 12-month benchmark.	June 1, 2023	See Schedule 3 — Most Favored Nation Pricing Terms. Northgate operates 340 managed nodes across NA (28 US states, 3 Canadian provinces).
2	Section 4 — Pricing	Most Favored Nation Pricing	MFN audit cost allocation — who bears cost of annual MFN compliance audit?	C&H/Northgate: Cedarpoint bears cost if violation found; Northgate bears cost if no violation. One audit per calendar year.	WGM/Cedarpoint (Apr 21 Redline): Each party bears own cost regardless of outcome. Counter-redline (May 19): Cedarpoint bears cost only if differential exceeds 5%.	First Draft (Apr 3, 2023)	Closed	Final: Cedarpoint bears cost if violation found (>3% differential); Northgate bears cost if no violation. One audit per calendar year.	June 1, 2023	Linked to Issue #1. Resolved at June 1 in-person session at C&H, 600 Lexington Avenue, New York.
3	Section 8 — Indemnification	Indemnification Cap — Cedarpoint	Cedarpoint's aggregate indemnification cap — percentage of trailing 12-month fees.	C&H/Northgate: 200% of aggregate fees paid during the 12 months preceding the claim (Year 1 cap = $30,000,000 based on $15,000,000 ACV).	WGM/Cedarpoint (Apr 21 Redline): Proposed 100% cap. Counter-redline (May 19): Proposed 150% cap.	First Draft (Apr 3, 2023)	Closed	Final: Cedarpoint cap at 200% of trailing 12-month fees ($30,000,000 Year 1). Cedarpoint's 150% counter-proposal rejected.	June 1, 2023	See Section 8.4 of execution MSA.
4	Section 8 — Indemnification	Indemnification Cap — Northgate	Northgate's aggregate indemnification cap — percentage of trailing 12-month fees.	C&H/Northgate: 100% of aggregate fees paid during 12 months preceding the claim ($15,000,000 per year).	WGM/Cedarpoint: Accepted as proposed in first draft.	First Draft (Apr 3, 2023)	Closed	Final: Northgate cap at 100% of trailing 12-month fees ($15,000,000/yr). No dispute.	April 21, 2023	Agreed in Cedarpoint's first redline.
5	Section 8 — Indemnification	Indemnification Cap Carve-outs	Which categories of liability are carved out from the aggregate indemnification cap (i.e., uncapped)?	C&H/Northgate: IP infringement, willful misconduct, data breach, and confidentiality breach are uncapped carve-outs from Cedarpoint's cap.	WGM/Cedarpoint (Apr 21 Redline): Proposed removing data breach and confidentiality breach from carve-outs (leaving only IP infringement and willful misconduct uncapped). Counter-redline (May 19): Accepted data breach carve-out but continued to resist confidentiality breach carve-out.	Cedarpoint Redline (Apr 21, 2023)	Closed	Final: All four carve-outs retained — IP infringement, willful misconduct, data breach, and confidentiality breach are uncapped.	June 1, 2023	Critical protection for Northgate given ArcMesh platform data handling. Cross-ref Exhibit E — Data Security.
6	Section 8 — Indemnification	Cedarpoint Indemnification Scope	Scope of Cedarpoint's indemnification obligations — categories of covered claims.	C&H/Northgate: Cedarpoint indemnifies against (a) third-party IP infringement from ArcMesh, (b) data breaches from Cedarpoint negligence/willful misconduct, (c) bodily injury/property damage from Cedarpoint personnel on Northgate premises, (d) regulatory penalties from Cedarpoint's failure to comply with telecom regulations.	WGM/Cedarpoint (Apr 21 Redline): Sought to limit (d) to 'material' regulatory violations only and exclude FCC-type administrative penalties. Counter-redline (May 19): Accepted category (d) with minor drafting refinements.	First Draft (Apr 3, 2023)	Closed	Final: All four categories retained as originally drafted by C&H with minor clarifying language on regulatory penalties.	May 19, 2023	Northgate indemnifies Cedarpoint for (a) misuse of ArcMesh outside licensed scope, (b) third-party claims re Northgate-provided data/content.
7	Section 8 — Indemnification	Insurance Minimums	Required minimum insurance coverage thresholds for Cedarpoint — cyber liability, tech E&O, and CGL.	C&H/Northgate: Cyber liability $25M per occurrence / $50M aggregate; Tech E&O $20M per occurrence / $40M aggregate; CGL $5M per occurrence / $10M aggregate. Carrier: Braeburn Mutual Insurance Company.	WGM/Cedarpoint (Apr 21 Redline): Proposed reducing cyber liability to $15M per occurrence / $30M aggregate and Tech E&O to $10M per occurrence / $20M aggregate.	First Draft (Apr 3, 2023)	Closed	Final: Northgate's original insurance thresholds accepted in full. Cyber: $25M/$50M. Tech E&O: $20M/$40M. CGL: $5M/$10M. Cedarpoint's current carrier is Braeburn Mutual Insurance Company (Hartford, CT).	May 5, 2023	See Exhibit F — Insurance Requirements. Certificates of insurance to name Northgate Americas as additional insured.
8	Section 14 — Assignment / Change of Control	Change of Control — Definition	Four-prong definition of 'change of control' — particularly clause (iv) regarding board turnover within 12-month period.	C&H/Northgate: CoC defined as (i) acquisition of >50% voting equity by any person/group, (ii) merger/consolidation/reorg where Cedarpoint is not surviving entity, (iii) sale of all or substantially all assets, (iv) change in majority of board of directors within any 12-month period (other than changes approved by existing directors).	WGM/Cedarpoint (Apr 21 Redline): Accepted prongs (i)-(iii) but proposed deleting prong (iv) — board turnover. Counter-redline (May 19): Continued to object to prong (iv), argued it was overbroad and could be triggered by routine governance changes.	First Draft (Apr 3, 2023)	Closed	Final: All four prongs retained, including board-turnover prong (iv). Cedarpoint's objection overruled. Critical given Ridgeline Capital Partners' 62% ownership and potential future exit.	June 1, 2023	See Schedule 2 — Change of Control Provisions. Current ownership: Ridgeline Capital Partners, LP (62%), Rajiv Sundaram (18%), Teresa Cho (12%), other (8%).
9	Section 14 — Assignment / Change of Control	Change of Control — Notice Period	Duration of advance written notice Cedarpoint must provide Northgate prior to closing of a change of control event.	C&H/Northgate: 90 days prior to closing.	WGM/Cedarpoint (Apr 21 Redline): Proposed 60 days.	Cedarpoint Redline (Apr 21, 2023)	Closed	Final: 90 days accepted.	May 5, 2023	Resolved in second draft.
10	Section 14 — Assignment / Change of Control	Change of Control — Northgate Election Period and Remedies	Northgate's election period upon receiving CoC notice and available remedies (consent to assignment vs. termination).	C&H/Northgate: 60-day election period from notice. Options: (a) consent to assignment (not to be unreasonably withheld), or (b) terminate with 180-day notice + transition assistance at no additional cost + pro-rata refund of prepaid fees + release of wind-down escrow.	WGM/Cedarpoint (Apr 21 Redline): Proposed 30-day election period, and objected to free transition assistance and escrow release on termination.	First Draft (Apr 3, 2023)	Closed	Final: 60-day election period. Termination with 180-day notice. Transition assistance at no additional cost. Pro-rata refund of prepaid fees. Escrow release. All as proposed by Northgate.	June 1, 2023	Anti-assignment: any assignment without Northgate's prior written consent is void.
11	Section 5 — Service Levels	SLA Credit Percentages and Tiers	Tiered service credit structure for failure to meet 99.95% monthly uptime SLA.	C&H/Northgate: 99.90%-99.94% → 5% credit ($62,500/mo); 99.50%-99.89% → 10% credit ($125,000/mo); Below 99.50% → 20% credit ($250,000/mo). Based on monthly managed services fee of $1,250,000.	WGM/Cedarpoint (Apr 21 Redline): Proposed lower tiers: 3%, 5%, 10% credits respectively. Counter-redline (May 19): Moved to 5%, 7.5%, 15%.	First Draft (Apr 3, 2023)	Closed	Final: Northgate's original credit percentages accepted — 5%, 10%, 20%. Credits calculated against total monthly run-rate of $1,250,000.	June 1, 2023	See Exhibit B — Service Level Agreement.
12	Section 5 — Service Levels	SLA Credit Annual Cap	Maximum aggregate annual service credits as a percentage of annual managed services fees.	C&H/Northgate: Cap at 30% of annual managed services fees ($10,500,000 × 30% = $3,150,000).	WGM/Cedarpoint (Apr 21 Redline): Proposed 15% cap ($1,575,000). Counter-redline (May 19): Proposed 20% cap ($2,100,000).	First Draft (Apr 3, 2023)	Closed	Final: 30% cap accepted ($3,150,000 annual maximum). Cedarpoint's 20% counter rejected.	June 1, 2023	Three consecutive months below 99.50% constitutes material breach entitling Northgate to terminate for cause.
13	Section 5 — Service Levels	SLA — Material Breach Trigger	Number of consecutive months below minimum threshold that constitutes material breach.	C&H/Northgate: Three consecutive months below 99.50% = material breach, Northgate may terminate for cause.	WGM/Cedarpoint (Apr 21 Redline): Proposed six consecutive months.	First Draft (Apr 3, 2023)	Closed	Final: Three consecutive months below 99.50% accepted.	May 5, 2023	Resolved in second draft.
14	Section 3 — Term and Renewal	Initial Term and Renewal Mechanics	Duration of initial term, number and length of renewal periods, non-renewal notice period.	C&H/Northgate: 5-year initial term (June 9, 2023 – June 8, 2028). Two automatic 2-year renewals unless either party provides 180 days' written notice of non-renewal.	WGM/Cedarpoint: Accepted as proposed.	First Draft (Apr 3, 2023)	Closed	Final: As proposed. 5-year initial term with two automatic 2-year renewals. 180-day non-renewal notice.	April 21, 2023	No dispute on this issue.
15	Section 7 — Escrow / Wind-Down	Escrow Funding Schedule and Aggregate Cap	Annual escrow deposit amount, aggregate cap, and escrow agent identity.	C&H/Northgate: $750,000/yr (5% of ACV of $15,000,000), aggregate cap $3,750,000 over 5 years, held by Dravello National Bank (account FNB-ESC-2023-07742).	WGM/Cedarpoint (Apr 21 Redline): Proposed 3% of ACV ($450,000/yr) with $2,250,000 aggregate cap.	First Draft (Apr 3, 2023)	Closed	Final: 5% / $750,000 per year / $3,750,000 aggregate cap accepted. Dravello National Bank as escrow agent.	May 5, 2023	See Escrow Agreement. Relationship Manager: Brian Caulfield, Dravello National Bank.
16	Section 7 — Escrow / Wind-Down	Escrow Release Mechanics and Timeline	Conditions and timing for release of escrowed funds upon termination or expiration.	C&H/Northgate: Release upon change of control termination, material breach termination, or natural expiration. Funds released to Northgate on CoC/breach termination; to Cedarpoint on natural expiration after wind-down confirmation.	WGM/Cedarpoint (Counter-redline May 19): Proposed automatic release to Cedarpoint upon any termination 90 days after transition completion.	Cedarpoint Redline (Apr 21, 2023)	Closed	Final: Escrow release as proposed by Northgate. Funds to Northgate on CoC/breach termination; to Cedarpoint on natural expiration after successful wind-down confirmed.	June 1, 2023	Cross-ref: Schedule 2 (Change of Control) and Escrow Agreement.
17	Section 6 — IP / Licensing	ArcMesh Platform License Scope	Scope of license grant for ArcMesh platform v4.2 — whether license is exclusive or non-exclusive, sublicensing rights, post-termination rights.	C&H/Northgate: Non-exclusive license for duration of MSA term, no sublicensing, source code escrow for business continuity, 12-month post-termination wind-down license.	WGM/Cedarpoint (Apr 21 Redline): Objected to source code escrow and 12-month post-termination license (proposed 6 months).	First Draft (Apr 3, 2023)	Compromised	Final: Non-exclusive license. Source code escrow agreed in principle (separate escrow arrangement). Post-termination license: 9-month wind-down period (compromise between 12 and 6 months).	June 1, 2023	ArcMesh platform version 4.2. License fees: $3,000,000/yr (20% of ACV).
18	Section 6 — IP / Licensing	IP Infringement Defense Obligations	Cedarpoint's obligation to defend, indemnify, and hold harmless Northgate against third-party IP infringement claims arising from ArcMesh platform.	C&H/Northgate: Full defense and indemnification obligation. Cedarpoint may at its option: (a) procure continued right to use, (b) modify to make non-infringing, or (c) replace with functionally equivalent alternative. Uncapped (carve-out from aggregate cap).	WGM/Cedarpoint (Apr 21 Redline): Sought to add 'commercially reasonable efforts' qualifier and subject IP indemnity to aggregate cap.	First Draft (Apr 3, 2023)	Closed	Final: Full defense obligation without 'commercially reasonable efforts' qualifier. IP infringement carved out from aggregate indemnification cap (uncapped). Cedarpoint retains option to cure via procurement, modification, or replacement.	May 19, 2023	Resolved in counter-redline. Cross-ref Issue #5 (carve-outs).
19	Section 9 — Closing Conditions	Closing Deliverables — Officer's and Secretary's Certificates	Requirement for Cedarpoint to deliver officer's certificate (corporate authority, no litigation) and secretary's certificate (board resolutions, incumbency) at closing.	C&H/Northgate: Required as closing conditions under Section 9.2.	WGM/Cedarpoint: Accepted.	First Draft (Apr 3, 2023)	Closed	Final: Cedarpoint to deliver officer's certificate (Rajiv Sundaram, CEO) and secretary's certificate with board resolutions, certificate of incorporation, bylaws, good standing certificate, and incumbency for Rajiv Sundaram, Philip Hargreaves, and Nadia Okafor.	April 21, 2023	Northgate Americas also delivers officer's certificate (Warren Liang, President).
20	Section 9 — Closing Conditions	Legal Opinion — Cedarpoint's Counsel	Requirement for WGM to deliver legal opinion on Cedarpoint's due organization, authorization, and enforceability.	C&H/Northgate: Required as closing condition under Section 9.2. Opinion from Whitfield Graves & Morrow LLP (Douglas Fenn) on (a) due organization/good standing, (b) due authorization, (c) enforceability (subject to customary qualifications), (d) no violation of charter documents or material agreements.	WGM/Cedarpoint: Accepted with standard customary qualifications and assumptions.	First Draft (Apr 3, 2023)	Closed	Final: Legal opinion to be delivered at closing, addressed to Northgate Americas and Calderwood & Harkness LLP.	April 21, 2023	Customary qualifications for enforceability opinions accepted.
21	Section 10 — Confidentiality	Confidentiality — Integration with Prior NDA	Treatment of mutual NDA executed February 22, 2023 upon execution of MSA.	C&H/Northgate: MSA Section 12 supersedes and replaces prior NDA. Confidentiality obligations in MSA to be at least as protective as NDA.	WGM/Cedarpoint: Accepted.	First Draft (Apr 3, 2023)	Closed	Final: MSA Section 12 (Confidentiality) supersedes mutual NDA dated February 22, 2023. 3-year NDA term subsumed.	April 21, 2023	Mutual NDA originally executed for pre-MSA due diligence and negotiations.
22	Section 2 — Scope of Services	Migration from Greystone Network Solutions — Timeline and Phases	Migration from legacy MPLS infrastructure (Greystone Halcyon Software) to Cedarpoint SD-WAN/ArcMesh in 3 phases over 18 months.	C&H/Northgate: 3 phases, 18-month migration timeline. Cedarpoint coordinates with Greystone. Parallel-run requirements, rollback procedures, acceptance testing. Northgate may delay phases on 30 days' notice.	WGM/Cedarpoint (Apr 21 Redline): Proposed 12-month migration timeline and resisted Northgate's right to delay phases.	First Draft (Apr 3, 2023)	Compromised	Final: 18-month timeline accepted. Northgate's right to delay phases on 30-day notice retained. Cedarpoint to coordinate with Greystone. Details in Transition Services Side Letter.	May 5, 2023	Greystone Halcyon Software (McLean, VA) — prior MPLS vendor. Side letter dated June 9, 2023.
23	Section 11 — Limitation of Liability	Consequential Damages Exclusion	Mutual waiver of consequential, incidental, punitive, and special damages — carve-outs.	C&H/Northgate: Mutual waiver with carve-outs for indemnification obligations, confidentiality breach, willful misconduct, and IP infringement.	WGM/Cedarpoint (Apr 21 Redline): Proposed broad mutual waiver with no carve-outs.	First Draft (Apr 3, 2023)	Closed	Final: Mutual waiver with carve-outs for indemnification obligations, confidentiality breach, willful misconduct, and IP infringement as proposed by Northgate.	June 1, 2023	Aligns with indemnification cap carve-outs (Issue #5).
24	Section 15 — Governing Law / Dispute Resolution	Governing Law and Venue	Choice of governing law and dispute resolution forum.	C&H/Northgate: New York law. Exclusive jurisdiction in New York state and federal courts.	WGM/Cedarpoint (Apr 21 Redline): Proposed Virginia law (Cedarpoint HQ state).	First Draft (Apr 3, 2023)	Closed	Final: New York governing law accepted. Exclusive jurisdiction in New York.	May 5, 2023	Resolved in second draft.

[sheet: Summary Dashboard]

Metric	Count / Value	Notes
Matter Number	1022-00008	Calderwood & Harkness LLP — Northgate / Cedarpoint MSA
Client	Northgate Americas, Inc.	Contracting entity (wholly owned subsidiary of Northgate Telecommunications PLC)
Counterparty	Cedarpoint Systems Integration, Inc.	Delaware corporation; majority owned by Ridgeline Capital Partners, LP (62%)
Client's Counsel	Calderwood & Harkness LLP	Colette Whitman (Responsible Partner), Elaine Forsythe (Billing Partner), Christy Bauer (Lead Associate), Garrett Simmons (Working Associate)
Counterparty's Counsel	Whitfield Graves & Morrow LLP	Douglas Fenn (Lead Partner), Simone Alvarez (Associate Counsel)
Total Issues Tracked	25	All sections of MSA
Closed	23	Resolved and accepted by both parties
Compromised	2	ArcMesh license post-termination wind-down period (9 months); Migration timeline (18 months with delay right)
Open	0	All issues resolved as of June 1, 2023
First Draft Date	April 3, 2023	Circulated by C&H to WGM
Cedarpoint Redline Received	April 21, 2023	From WGM/Cedarpoint
Second Draft Date	May 5, 2023	Circulated by C&H incorporating responses to Apr 21 redline
Counter-Redline Received	May 19, 2023	From WGM/Cedarpoint
Final Negotiation Session	June 1, 2023	In-person, C&H New York office, 600 Lexington Avenue, 30th Floor
Execution / Closing Date	June 9, 2023	Signing and closing simultaneous per MSA Section 2.1
Formal Close-Out	June 20, 2023	All closing deliverables confirmed
Total Contract Value	$75,000,000	5-year initial term
Annual Contract Value	$15,000,000	$75,000,000 ÷ 5
Governing Law	New York

[sheet: Key Dates & Deadlines]

Date	Event / Milestone	Responsible Party	Status	Notes
February 22, 2023	Mutual NDA executed between Northgate Americas and Cedarpoint	Both parties	Complete	3-year confidentiality term; superseded by MSA Section 12
March 14, 2023	Engagement opened at Calderwood & Harkness; engagement letter executed	C&H / Northgate	Complete	Matter No. 1022-00008
April 3, 2023	First draft MSA circulated to WGM/Cedarpoint	C&H (Christy Bauer)	Complete
April 21, 2023	Cedarpoint/WGM redline received	WGM (Douglas Fenn / Simone Alvarez)	Complete
May 5, 2023	Second draft MSA circulated to WGM/Cedarpoint	C&H (Christy Bauer)	Complete	Incorporates responses to Apr 21 redline
May 19, 2023	Cedarpoint/WGM counter-redline received	WGM (Douglas Fenn / Simone Alvarez)	Complete
May 26, 2023	Email — Christy Bauer to Douglas Fenn re: open issues for June 1 session	C&H (Christy Bauer)	Complete
June 1, 2023	Final in-person negotiation session, C&H New York office	All parties	Complete	Attendees: Whitman, Bauer, Kwan, Bosch (Northgate); Fenn, Alvarez, Okafor, Hargreaves (Cedarpoint)
June 9, 2023	MSA execution / signing / closing / services commencement	Both parties	Complete	Signed by Warren Liang (NAI) and Rajiv Sundaram (CSI)
June 9, 2023	Escrow Agreement executed; initial deposit due	NAI / CSI / Dravello National Bank	Complete	$750,000 initial deposit to account FNB-ESC-2023-07742
June 9, 2023	Transition Services Side Letter executed	NAI / CSI	Complete	Migration from Greystone Network Solutions
June 12, 2023	Email — Christy Bauer to Simone Alvarez re: outstanding closing deliverables	C&H (Christy Bauer)	Complete	Secretary's cert, insurance certs (Braeburn Mutual), escrow deposit confirmation
June 20, 2023	Formal close-out — all closing deliverables confirmed	C&H / WGM	Complete	Closing memorandum issued
June 8, 2028	Initial term expiration	Both parties	Future	Non-renewal notice due 180 days prior (by approx. Dec 11, 2027)
Annually (June 9)	Escrow deposit due ($750,000/yr)	Northgate Americas	Recurring	Years 1-5; aggregate cap $3,750,000
Annually	MFN audit window — one audit per calendar year	Northgate Americas	Recurring	At Cedarpoint's cost if violation >3% found

[sheet: Issues Tracker]
Issue # | MSA Section | Issue Category | Issue Description | C&H / Northgate Position | WGM / Cedarpoint Position | Draft Introduced | Status | Resolution Summary | Date Resolved | Notes / Cross-References
1 | Section 4 — Pricing | Most Favored Nation Pricing | MFN pricing differential threshold — what percentage variance triggers retroactive credit and prospective price adjustment? | C&H/Northgate: >3% differential triggers retroactive credit (within 45 days) and prospective adjustment (within 30 days). Comparable customer defined as ≥200 managed nodes. Trailing 12-month benchmark period. Annual audit right at Cedarpoint's cost if violation found, at Northgate's cost if no violation. | WGM/Cedarpoint (Apr 21 Redline): Proposed >5% threshold. Counter-redline (May 19): proposed mutual MFN obligation (i.e., Northgate also warrants pricing parity to its other vendors). Rejected by C&H. | First Draft (Apr 3, 2023) | Closed | Final: >3% threshold accepted. Mutual MFN rejected. Annual audit at Cedarpoint's cost if violation found, Northgate's cost if none. Retroactive credit within 45 days, prospective adjustment within 30 days. Comparable volume ≥200 managed nodes, trailing 12-month benchmark. | June 1, 2023 | See Schedule 3 — Most Favored Nation Pricing Terms. Northgate operates 340 managed nodes across NA (28 US states, 3 Canadian provinces).
2 | Section 4 — Pricing | Most Favored Nation Pricing | MFN audit cost allocation — who bears cost of annual MFN compliance audit? | C&H/Northgate: Cedarpoint bears cost if violation found; Northgate bears cost if no violation. One audit per calendar year. | WGM/Cedarpoint (Apr 21 Redline): Each party bears own cost regardless of outcome. Counter-redline (May 19): Cedarpoint bears cost only if differential exceeds 5%. | First Draft (Apr 3, 2023) | Closed | Final: Cedarpoint bears cost if violation found (>3% differential); Northgate bears cost if no violation. One audit per calendar year. | June 1, 2023 | Linked to Issue #1. Resolved at June 1 in-person session at C&H, 600 Lexington Avenue, New York.
3 | Section 8 — Indemnification | Indemnification Cap — Cedarpoint | Cedarpoint's aggregate indemnification cap — percentage of trailing 12-month fees. | C&H/Northgate: 200% of aggregate fees paid during the 12 months preceding the claim (Year 1 cap = $30,000,000 based on $15,000,000 ACV). | WGM/Cedarpoint (Apr 21 Redline): Proposed 100% cap. Counter-redline (May 19): Proposed 150% cap. | First Draft (Apr 3, 2023) | Closed | Final: Cedarpoint cap at 200% of trailing 12-month fees ($30,000,000 Year 1). Cedarpoint's 150% counter-proposal rejected. | June 1, 2023 | See Section 8.4 of execution MSA.
4 | Section 8 — Indemnification | Indemnification Cap — Northgate | Northgate's aggregate indemnification cap — percentage of trailing 12-month fees. | C&H/Northgate: 100% of aggregate fees paid during 12 months preceding the claim ($15,000,000 per year). | WGM/Cedarpoint: Accepted as proposed in first draft. | First Draft (Apr 3, 2023) | Closed | Final: Northgate cap at 100% of trailing 12-month fees ($15,000,000/yr). No dispute. | April 21, 2023 | Agreed in Cedarpoint's first redline.
5 | Section 8 — Indemnification | Indemnification Cap Carve-outs | Which categories of liability are carved out from the aggregate indemnification cap (i.e., uncapped)? | C&H/Northgate: IP infringement, willful misconduct, data breach, and confidentiality breach are uncapped carve-outs from Cedarpoint's cap. | WGM/Cedarpoint (Apr 21 Redline): Proposed removing data breach and confidentiality breach from carve-outs (leaving only IP infringement and willful misconduct uncapped). Counter-redline (May 19): Accepted data breach carve-out but continued to resist confidentiality breach carve-out. | Cedarpoint Redline (Apr 21, 2023) | Closed | Final: All four carve-outs retained — IP infringement, willful misconduct, data breach, and confidentiality breach are uncapped. | June 1, 2023 | Critical protection for Northgate given ArcMesh platform data handling. Cross-ref Exhibit E — Data Security.
6 | Section 8 — Indemnification | Cedarpoint Indemnification Scope | Scope of Cedarpoint's indemnification obligations — categories of covered claims. | C&H/Northgate: Cedarpoint indemnifies against (a) third-party IP infringement from ArcMesh, (b) data breaches from Cedarpoint negligence/willful misconduct, (c) bodily injury/property damage from Cedarpoint personnel on Northgate premises, (d) regulatory penalties from Cedarpoint's failure to comply with telecom regulations. | WGM/Cedarpoint (Apr 21 Redline): Sought to limit (d) to 'material' regulatory violations only and exclude FCC-type administrative penalties. Counter-redline (May 19): Accepted category (d) with minor drafting refinements. | First Draft (Apr 3, 2023) | Closed | Final: All four categories retained as originally drafted by C&H with minor clarifying language on regulatory penalties. | May 19, 2023 | Northgate indemnifies Cedarpoint for (a) misuse of ArcMesh outside licensed scope, (b) third-party claims re Northgate-provided data/content.
7 | Section 8 — Indemnification | Insurance Minimums | Required minimum insurance coverage thresholds for Cedarpoint — cyber liability, tech E&O, and CGL. | C&H/Northgate: Cyber liability $25M per occurrence / $50M aggregate; Tech E&O $20M per occurrence / $40M aggregate; CGL $5M per occurrence / $10M aggregate. Carrier: Braeburn Mutual Insurance Company. | WGM/Cedarpoint (Apr 21 Redline): Proposed reducing cyber liability to $15M per occurrence / $30M aggregate and Tech E&O to $10M per occurrence / $20M aggregate. | First Draft (Apr 3, 2023) | Closed | Final: Northgate's original insurance thresholds accepted in full. Cyber: $25M/$50M. Tech E&O: $20M/$40M. CGL: $5M/$10M. Cedarpoint's current carrier is Braeburn Mutual Insurance Company (Hartford, CT). | May 5, 2023 | See Exhibit F — Insurance Requirements. Certificates of insurance to name Northgate Americas as additional insured.
8 | Section 14 — Assignment / Change of Control | Change of Control — Definition | Four-prong definition of 'change of control' — particularly clause (iv) regarding board turnover within 12-month period. | C&H/Northgate: CoC defined as (i) acquisition of >50% voting equity by any person/group, (ii) merger/consolidation/reorg where Cedarpoint is not surviving entity, (iii) sale of all or substantially all assets, (iv) change in majority of board of directors within any 12-month period (other than changes approved by existing directors). | WGM/Cedarpoint (Apr 21 Redline): Accepted prongs (i)-(iii) but proposed deleting prong (iv) — board turnover. Counter-redline (May 19): Continued to object to prong (iv), argued it was overbroad and could be triggered by routine governance changes. | First Draft (Apr 3, 2023) | Closed | Final: All four prongs retained, including board-turnover prong (iv). Cedarpoint's objection overruled. Critical given Ridgeline Capital Partners' 62% ownership and potential future exit. | June 1, 2023 | See Schedule 2 — Change of Control Provisions. Current ownership: Ridgeline Capital Partners, LP (62%), Rajiv Sundaram (18%), Teresa Cho (12%), other (8%).
9 | Section 14 — Assignment / Change of Control | Change of Control — Notice Period | Duration of advance written notice Cedarpoint must provide Northgate prior to closing of a change of control event. | C&H/Northgate: 90 days prior to closing. | WGM/Cedarpoint (Apr 21 Redline): Proposed 60 days. | Cedarpoint Redline (Apr 21, 2023) | Closed | Final: 90 days accepted. | May 5, 2023 | Resolved in second draft.
10 | Section 14 — Assignment / Change of Control | Change of Control — Northgate Election Period and Remedies | Northgate's election period upon receiving CoC notice and available remedies (consent to assignment vs. termination). | C&H/Northgate: 60-day election period from notice. Options: (a) consent to assignment (not to be unreasonably withheld), or (b) terminate with 180-day notice + transition assistance at no additional cost + pro-rata refund of prepaid fees + release of wind-down escrow. | WGM/Cedarpoint (Apr 21 Redline): Proposed 30-day election period, and objected to free transition assistance and escrow release on termination. | First Draft (Apr 3, 2023) | Closed | Final: 60-day election period. Termination with 180-day notice. Transition assistance at no additional cost. Pro-rata refund of prepaid fees. Escrow release. All as proposed by Northgate. | June 1, 2023 | Anti-assignment: any assignment without Northgate's prior written consent is void.
11 | Section 5 — Service Levels | SLA Credit Percentages and Tiers | Tiered service credit structure for failure to meet 99.95% monthly uptime SLA. | C&H/Northgate: 99.90%-99.94% → 5% credit ($62,500/mo); 99.50%-99.89% → 10% credit ($125,000/mo); Below 99.50% → 20% credit ($250,000/mo). Based on monthly managed services fee of $1,250,000. | WGM/Cedarpoint (Apr 21 Redline): Proposed lower tiers: 3%, 5%, 10% credits respectively. Counter-redline (May 19): Moved to 5%, 7.5%, 15%. | First Draft (Apr 3, 2023) | Closed | Final: Northgate's original credit percentages accepted — 5%, 10%, 20%. Credits calculated against total monthly run-rate of $1,250,000. | June 1, 2023 | See Exhibit B — Service Level Agreement.
12 | Section 5 — Service Levels | SLA Credit Annual Cap | Maximum aggregate annual service credits as a percentage of annual managed services fees. | C&H/Northgate: Cap at 30% of annual managed services fees ($10,500,000 × 30% = $3,150,000). | WGM/Cedarpoint (Apr 21 Redline): Proposed 15% cap ($1,575,000). Counter-redline (May 19): Proposed 20% cap ($2,100,000). | First Draft (Apr 3, 2023) | Closed | Final: 30% cap accepted ($3,150,000 annual maximum). Cedarpoint's 20% counter rejected. | June 1, 2023 | Three consecutive months below 99.50% constitutes material breach entitling Northgate to terminate for cause.
13 | Section 5 — Service Levels | SLA — Material Breach Trigger | Number of consecutive months below minimum threshold that constitutes material breach. | C&H/Northgate: Three consecutive months below 99.50% = material breach, Northgate may terminate for cause. | WGM/Cedarpoint (Apr 21 Redline): Proposed six consecutive months. | First Draft (Apr 3, 2023) | Closed | Final: Three consecutive months below 99.50% accepted. | May 5, 2023 | Resolved in second draft.
14 | Section 3 — Term and Renewal | Initial Term and Renewal Mechanics | Duration of initial term, number and length of renewal periods, non-renewal notice period. | C&H/Northgate: 5-year initial term (June 9, 2023 – June 8, 2028). Two automatic 2-year renewals unless either party provides 180 days' written notice of non-renewal. | WGM/Cedarpoint: Accepted as proposed. | First Draft (Apr 3, 2023) | Closed | Final: As proposed. 5-year initial term with two automatic 2-year renewals. 180-day non-renewal notice. | April 21, 2023 | No dispute on this issue.
15 | Section 7 — Escrow / Wind-Down | Escrow Funding Schedule and Aggregate Cap | Annual escrow deposit amount, aggregate cap, and escrow agent identity. | C&H/Northgate: $750,000/yr (5% of ACV of $15,000,000), aggregate cap $3,750,000 over 5 years, held by Dravello National Bank (account FNB-ESC-2023-07742). | WGM/Cedarpoint (Apr 21 Redline): Proposed 3% of ACV ($450,000/yr) with $2,250,000 aggregate cap. | First Draft (Apr 3, 2023) | Closed | Final: 5% / $750,000 per year / $3,750,000 aggregate cap accepted. Dravello National Bank as escrow agent. | May 5, 2023 | See Escrow Agreement. Relationship Manager: Brian Caulfield, Dravello National Bank.
16 | Section 7 — Escrow / Wind-Down | Escrow Release Mechanics and Timeline | Conditions and timing for release of escrowed funds upon termination or expiration. | C&H/Northgate: Release upon change of control termination, material breach termination, or natural expiration. Funds released to Northgate on CoC/breach termination; to Cedarpoint on natural expiration after wind-down confirmation. | WGM/Cedarpoint (Counter-redline May 19): Proposed automatic release to Cedarpoint upon any termination 90 days after transition completion. | Cedarpoint Redline (Apr 21, 2023) | Closed | Final: Escrow release as proposed by Northgate. Funds to Northgate on CoC/breach termination; to Cedarpoint on natural expiration after successful wind-down confirmed. | June 1, 2023 | Cross-ref: Schedule 2 (Change of Control) and Escrow Agreement.
17 | Section 6 — IP / Licensing | ArcMesh Platform License Scope | Scope of license grant for ArcMesh platform v4.2 — whether license is exclusive or non-exclusive, sublicensing rights, post-termination rights. | C&H/Northgate: Non-exclusive license for duration of MSA term, no sublicensing, source code escrow for business continuity, 12-month post-termination wind-down license. | WGM/Cedarpoint (Apr 21 Redline): Objected to source code escrow and 12-month post-termination license (proposed 6 months). | First Draft (Apr 3, 2023) | Compromised | Final: Non-exclusive license. Source code escrow agreed in principle (separate escrow arrangement). Post-termination license: 9-month wind-down period (compromise between 12 and 6 months). | June 1, 2023 | ArcMesh platform version 4.2. License fees: $3,000,000/yr (20% of ACV).
18 | Section 6 — IP / Licensing | IP Infringement Defense Obligations | Cedarpoint's obligation to defend, indemnify, and hold harmless Northgate against third-party IP infringement claims arising from ArcMesh platform. | C&H/Northgate: Full defense and indemnification obligation. Cedarpoint may at its option: (a) procure continued right to use, (b) modify to make non-infringing, or (c) replace with functionally equivalent alternative. Uncapped (carve-out from aggregate cap). | WGM/Cedarpoint (Apr 21 Redline): Sought to add 'commercially reasonable efforts' qualifier and subject IP indemnity to aggregate cap. | First Draft (Apr 3, 2023) | Closed | Final: Full defense obligation without 'commercially reasonable efforts' qualifier. IP infringement carved out from aggregate indemnification cap (uncapped). Cedarpoint retains option to cure via procurement, modification, or replacement. | May 19, 2023 | Resolved in counter-redline. Cross-ref Issue #5 (carve-outs).
19 | Section 9 — Closing Conditions | Closing Deliverables — Officer's and Secretary's Certificates | Requirement for Cedarpoint to deliver officer's certificate (corporate authority, no litigation) and secretary's certificate (board resolutions, incumbency) at closing. | C&H/Northgate: Required as closing conditions under Section 9.2. | WGM/Cedarpoint: Accepted. | First Draft (Apr 3, 2023) | Closed | Final: Cedarpoint to deliver officer's certificate (Rajiv Sundaram, CEO) and secretary's certificate with board resolutions, certificate of incorporation, bylaws, good standing certificate, and incumbency for Rajiv Sundaram, Philip Hargreaves, and Nadia Okafor. | April 21, 2023 | Northgate Americas also delivers officer's certificate (Warren Liang, President).
20 | Section 9 — Closing Conditions | Legal Opinion — Cedarpoint's Counsel | Requirement for WGM to deliver legal opinion on Cedarpoint's due organization, authorization, and enforceability. | C&H/Northgate: Required as closing condition under Section 9.2. Opinion from Whitfield Graves & Morrow LLP (Douglas Fenn) on (a) due organization/good standing, (b) due authorization, (c) enforceability (subject to customary qualifications), (d) no violation of charter documents or material agreements. | WGM/Cedarpoint: Accepted with standard customary qualifications and assumptions. | First Draft (Apr 3, 2023) | Closed | Final: Legal opinion to be delivered at closing, addressed to Northgate Americas and Calderwood & Harkness LLP. | April 21, 2023 | Customary qualifications for enforceability opinions accepted.
21 | Section 10 — Confidentiality | Confidentiality — Integration with Prior NDA | Treatment of mutual NDA executed February 22, 2023 upon execution of MSA. | C&H/Northgate: MSA Section 12 supersedes and replaces prior NDA. Confidentiality obligations in MSA to be at least as protective as NDA. | WGM/Cedarpoint: Accepted. | First Draft (Apr 3, 2023) | Closed | Final: MSA Section 12 (Confidentiality) supersedes mutual NDA dated February 22, 2023. 3-year NDA term subsumed. | April 21, 2023 | Mutual NDA originally executed for pre-MSA due diligence and negotiations.
22 | Section 2 — Scope of Services | Migration from Greystone Network Solutions — Timeline and Phases | Migration from legacy MPLS infrastructure (Greystone Halcyon Software) to Cedarpoint SD-WAN/ArcMesh in 3 phases over 18 months. | C&H/Northgate: 3 phases, 18-month migration timeline. Cedarpoint coordinates with Greystone. Parallel-run requirements, rollback procedures, acceptance testing. Northgate may delay phases on 30 days' notice. | WGM/Cedarpoint (Apr 21 Redline): Proposed 12-month migration timeline and resisted Northgate's right to delay phases. | First Draft (Apr 3, 2023) | Compromised | Final: 18-month timeline accepted. Northgate's right to delay phases on 30-day notice retained. Cedarpoint to coordinate with Greystone. Details in Transition Services Side Letter. | May 5, 2023 | Greystone Halcyon Software (McLean, VA) — prior MPLS vendor. Side letter dated June 9, 2023.
23 | Section 11 — Limitation of Liability | Consequential Damages Exclusion | Mutual waiver of consequential, incidental, punitive, and special damages — carve-outs. | C&H/Northgate: Mutual waiver with carve-outs for indemnification obligations, confidentiality breach, willful misconduct, and IP infringement. | WGM/Cedarpoint (Apr 21 Redline): Proposed broad mutual waiver with no carve-outs. | First Draft (Apr 3, 2023) | Closed | Final: Mutual waiver with carve-outs for indemnification obligations, confidentiality breach, willful misconduct, and IP infringement as proposed by Northgate. | June 1, 2023 | Aligns with indemnification cap carve-outs (Issue #5).
24 | Section 15 — Governing Law / Dispute Resolution | Governing Law and Venue | Choice of governing law and dispute resolution forum. | C&H/Northgate: New York law. Exclusive jurisdiction in New York state and federal courts. | WGM/Cedarpoint (Apr 21 Redline): Proposed Virginia law (Cedarpoint HQ state). | First Draft (Apr 3, 2023) | Closed | Final: New York governing law accepted. Exclusive jurisdiction in New York. | May 5, 2023 | Resolved in second draft.
25 | Section 4 — Pricing | Fee Composition and Annual Escalation | Breakdown of ACV into component fee categories and annual price escalation mechanism. | C&H/Northgate: ACV $15,000,000/yr — Managed network services $10,500,000 (70%), ArcMesh license/maintenance $3,000,000 (20%), Professional services $1,500,000 (10%). CPI-based annual escalation capped at 3%. | WGM/Cedarpoint (Apr 21 Redline): Proposed uncapped CPI-based escalation. | First Draft (Apr 3, 2023) | Closed | Final: Fee composition as proposed. Annual escalation CPI-based, capped at 3%. | May 5, 2023 | Total contract value: $75,000,000 over 5-year initial term. Monthly run-rate: $1,250,000.
[sheet: Summary Dashboard]
Metric | Count / Value | Notes
Matter Number | 1022-00008 | Calderwood & Harkness LLP — Northgate / Cedarpoint MSA
Client | Northgate Americas, Inc. | Contracting entity (wholly owned subsidiary of Northgate Telecommunications PLC)
Counterparty | Cedarpoint Systems Integration, Inc. | Delaware corporation; majority owned by Ridgeline Capital Partners, LP (62%)
Client's Counsel | Calderwood & Harkness LLP | Colette Whitman (Responsible Partner), Elaine Forsythe (Billing Partner), Christy Bauer (Lead Associate), Garrett Simmons (Working Associate)
Counterparty's Counsel | Whitfield Graves & Morrow LLP | Douglas Fenn (Lead Partner), Simone Alvarez (Associate Counsel)
Total Issues Tracked | 25 | All sections of MSA
Closed | 23 | Resolved and accepted by both parties
Compromised | 2 | ArcMesh license post-termination wind-down period (9 months); Migration timeline (18 months with delay right)
Open | 0 | All issues resolved as of June 1, 2023
First Draft Date | April 3, 2023 | Circulated by C&H to WGM
Cedarpoint Redline Received | April 21, 2023 | From WGM/Cedarpoint
Second Draft Date | May 5, 2023 | Circulated by C&H incorporating responses to Apr 21 redline
Counter-Redline Received | May 19, 2023 | From WGM/Cedarpoint
Final Negotiation Session | June 1, 2023 | In-person, C&H New York office, 600 Lexington Avenue, 30th Floor
Execution / Closing Date | June 9, 2023 | Signing and closing simultaneous per MSA Section 2.1
Formal Close-Out | June 20, 2023 | All closing deliverables confirmed
Total Contract Value | $75,000,000 | 5-year initial term
Annual Contract Value | $15,000,000 | $75,000,000 ÷ 5
Governing Law | New York
[sheet: Key Dates & Deadlines]
Date | Event / Milestone | Responsible Party | Status | Notes
February 22, 2023 | Mutual NDA executed between Northgate Americas and Cedarpoint | Both parties | Complete | 3-year confidentiality term; superseded by MSA Section 12
March 14, 2023 | Engagement opened at Calderwood & Harkness; engagement letter executed | C&H / Northgate | Complete | Matter No. 1022-00008
April 3, 2023 | First draft MSA circulated to WGM/Cedarpoint | C&H (Christy Bauer) | Complete
April 21, 2023 | Cedarpoint/WGM redline received | WGM (Douglas Fenn / Simone Alvarez) | Complete
May 5, 2023 | Second draft MSA circulated to WGM/Cedarpoint | C&H (Christy Bauer) | Complete | Incorporates responses to Apr 21 redline
May 19, 2023 | Cedarpoint/WGM counter-redline received | WGM (Douglas Fenn / Simone Alvarez) | Complete
May 26, 2023 | Email — Christy Bauer to Douglas Fenn re: open issues for June 1 session | C&H (Christy Bauer) | Complete
June 1, 2023 | Final in-person negotiation session, C&H New York office | All parties | Complete | Attendees: Whitman, Bauer, Kwan, Bosch (Northgate); Fenn, Alvarez, Okafor, Hargreaves (Cedarpoint)
June 9, 2023 | MSA execution / signing / closing / services commencement | Both parties | Complete | Signed by Warren Liang (NAI) and Rajiv Sundaram (CSI)
June 9, 2023 | Escrow Agreement executed; initial deposit due | NAI / CSI / Dravello National Bank | Complete | $750,000 initial deposit to account FNB-ESC-2023-07742
June 9, 2023 | Transition Services Side Letter executed | NAI / CSI | Complete | Migration from Greystone Network Solutions
June 12, 2023 | Email — Christy Bauer to Simone Alvarez re: outstanding closing deliverables | C&H (Christy Bauer) | Complete | Secretary's cert, insurance certs (Braeburn Mutual), escrow deposit confirmation
June 20, 2023 | Formal close-out — all closing deliverables confirmed | C&H / WGM | Complete | Closing memorandum issued
June 8, 2028 | Initial term expiration | Both parties | Future | Non-renewal notice due 180 days prior (by approx. Dec 11, 2027)
Annually (June 9) | Escrow deposit due ($750,000/yr) | Northgate Americas | Recurring | Years 1-5; aggregate cap $3,750,000
Annually | MFN audit window — one audit per calendar year | Northgate Americas | Recurring | At Cedarpoint's cost if violation >3% found

[sheet: Issues Tracker]

Record

Parties

Dates

Amounts