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SCHEDULE 2

CHANGE OF CONTROL PROVISIONS

to the

MASTER SERVICES AGREEMENT

dated June 9, 2023

by and between

NORTHGATE AMERICAS, INC.

and

CEDARPOINT SYSTEMS INTEGRATION, INC.

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SCHEDULE 2 — CHANGE OF CONTROL PROVISIONS

This Schedule 2 (this "Schedule") is attached to and forms an integral part of the Master Services Agreement dated June 9, 2023 (the "Agreement"), by and between Northgate Americas, Inc., a Delaware corporation ("Customer"), and Cedarpoint Systems Integration, Inc., a Delaware corporation ("Service Provider"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

This Schedule sets forth the detailed provisions governing any change of control of Service Provider, including the definition thereof, notice obligations, Customer election rights, transition assistance, and related mechanics. The provisions contained herein are intended to protect Customer's reasonable expectations regarding the identity, financial condition, and operational capabilities of the entity responsible for the performance of critical managed network services and related technology deliverables under the Agreement. The parties acknowledge that Customer entered into the Agreement in material reliance upon the specific qualifications, personnel, technical expertise, and corporate identity of Service Provider, and that any change in the control of Service Provider is a matter of significant concern to Customer.

Section 1 — Definitions

For purposes of this Schedule 2, the following terms shall have the meanings set forth below. All other capitalized terms used herein and not defined in this Section 1 shall have the meanings ascribed to them elsewhere in this Schedule or, if not defined herein, in the Agreement.

1.1 — "Change of Control"

A "Change of Control" of Service Provider shall mean the occurrence of any one or more of the following events, whether effected in a single transaction or through a series of related transactions:

(a) The acquisition, directly or indirectly, by any Person or group of Persons (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) of more than fifty percent (50%) of the outstanding voting equity securities of Service Provider, whether by purchase, merger, consolidation, tender offer, exchange offer, recapitalization, or otherwise, in each case measured as of the date immediately following the consummation of such acquisition;

(b) Any merger, consolidation, reorganization, or similar business combination involving Service Provider in which Service Provider is not the surviving or continuing entity, or in which Service Provider is the surviving entity but the holders of Service Provider's outstanding voting equity securities immediately prior to such transaction hold less than fifty percent (50%) of the outstanding voting equity securities of the surviving entity immediately following such transaction;

(c) The sale, transfer, exclusive license, or other disposition of all or substantially all of the assets of Service Provider (including, without limitation, all intellectual property rights in and to the ArcMesh platform and all related documentation, source code, and derivative works) in a single transaction or a series of related transactions occurring within any twelve (12)-month period;

(d) A change in a majority of the members of the board of directors of Service Provider within any twelve (12)-month period, other than changes that are approved or recommended by a majority of the directors then in office who were directors at the beginning of such twelve (12)-month period (or whose election or nomination for election was so approved or recommended by such directors).

For the avoidance of doubt, the term "Change of Control" shall include any transaction described in clauses (a) through (d) above regardless of the form of consideration paid or exchanged in connection therewith, including cash, equity securities, debt instruments, or any combination thereof. A restructuring, spin-off, split-off, or other divisive transaction in which a separate entity receives all or substantially all of the assets or business operations of Service Provider shall be deemed a Change of Control under clause (c) above.

1.2 — "CoC Notice"

A "CoC Notice" shall mean a written notice delivered by Service Provider to Customer pursuant to Section 2 of this Schedule advising Customer of an anticipated Change of Control. A CoC Notice shall be delivered in writing and shall comply with the content requirements set forth in Section 2.2 below and with the notice delivery requirements specified in Section 18 of the Agreement and Section 9.3 of this Schedule.

1.3 — "Successor Entity"

A "Successor Entity" shall mean the Person that, following a Change of Control, acquires control of Service Provider or its assets, or that survives as the continuing entity following a merger, consolidation, or reorganization. In the case of an asset sale or exclusive license under Section 1.1(c), the Successor Entity shall be the Person acquiring such assets or receiving such exclusive license. In the case of a board reconstitution under Section 1.1(d), the Successor Entity shall be deemed to be Service Provider itself, as reconstituted under the direction of the newly constituted board of directors.

1.4 — "Election Period"

The "Election Period" shall mean the sixty (60)-day period commencing on the date of Customer's actual receipt of a CoC Notice that complies in all material respects with the requirements of Section 2.2 below, during which Customer may exercise its rights under Section 3 of this Schedule. For the avoidance of doubt, if a CoC Notice is materially deficient in its content or fails to include one or more items required under Section 2.2, the Election Period shall not commence until Service Provider delivers a supplemental or corrected CoC Notice that satisfies all such requirements.

Section 2 — Notice Obligations

2.1 — Advance Notice Requirement

Service Provider shall provide Customer with a CoC Notice no later than ninety (90) days prior to the anticipated closing date of any transaction that would constitute a Change of Control. Service Provider acknowledges that timely notice is essential to enable Customer to evaluate the proposed transaction, to exercise its election rights under Section 3, and to plan for any necessary transition of services. The CoC Notice shall be delivered in writing, in accordance with the notice provisions of Section 18 of the Agreement, to the addresses and attention of the persons specified in Section 9.3 of this Schedule.

In the event that Service Provider first becomes aware that a transaction constituting a Change of Control may occur less than ninety (90) days before the anticipated closing date of such transaction (including, without limitation, in the case of a hostile takeover, unsolicited tender offer, or involuntary proceeding), Service Provider shall deliver the CoC Notice to Customer as promptly as practicable, and in no event later than five (5) business days after Service Provider first becomes aware (or reasonably should have become aware) that such transaction may occur. In such circumstances, the Election Period shall nonetheless be sixty (60) days from Customer's receipt of the CoC Notice, and the closing of the Change of Control transaction shall not occur prior to the expiration of the Election Period without Customer's prior written consent.

2.2 — Contents of CoC Notice

The CoC Notice shall include, at a minimum, all of the following information, presented in sufficient detail to enable Customer to make an informed evaluation of the proposed Change of Control and the Successor Entity:

(a) A description of the proposed transaction giving rise to the Change of Control, including the type of transaction (e.g., stock acquisition, merger, asset sale, board reconstitution), the material terms and conditions thereof, and any conditions precedent to closing (including any regulatory approvals required);

(b) The identity of the Successor Entity and its principal officers, including the legal name, jurisdiction of organization, principal place of business, and the names and titles of the chief executive officer, chief financial officer, and chief technology officer (or equivalent positions) of the Successor Entity;

(c) The anticipated closing date of the transaction, and any material contingencies that may affect the timing or certainty of closing;

(d) A description of the Successor Entity's financial condition and operational capabilities sufficient for Customer to evaluate whether to consent to assignment, including (i) audited financial statements of the Successor Entity for the two (2) most recently completed fiscal years, prepared in accordance with generally accepted accounting principles (or, if the Successor Entity is organized outside the United States, International Financial Reporting Standards), (ii) a summary of the Successor Entity's material indebtedness and credit facilities, and (iii) a description of the Successor Entity's relevant operational experience, including experience in managed network services, SD-WAN deployment, network monitoring, and enterprise technology integration;

(e) Confirmation of the Successor Entity's willingness to assume all obligations of Service Provider under the Agreement and all ancillary agreements, including without limitation the Escrow Agreement among Customer, Service Provider, and Dravello National Bank dated June 9, 2023 (escrow account reference FNB-ESC-2023-07742), and the Transition Services Side Letter executed between the parties concurrently with the Agreement. Such confirmation shall be evidenced by a letter of intent or similar instrument executed by an authorized officer of the Successor Entity.

2.3 — Supplemental Information

Customer may request additional information reasonably necessary to evaluate the proposed Change of Control within fifteen (15) days of Customer's receipt of the CoC Notice. Such requests shall be in writing and shall describe with reasonable specificity the additional information sought. Service Provider shall use commercially reasonable efforts to respond to such requests within ten (10) business days following receipt thereof. Service Provider shall cause the Successor Entity to cooperate in good faith in providing any such additional information. Without limiting the foregoing, Customer may request information regarding: (i) the Successor Entity's cybersecurity posture and history of data breaches, (ii) any pending or threatened litigation, regulatory investigation, or enforcement action involving the Successor Entity, (iii) the Successor Entity's insurance coverage, (iv) the Successor Entity's key personnel and their qualifications, and (v) any planned changes to the services, the ArcMesh platform, or the personnel assigned to Customer's account.

If Service Provider fails to respond to Customer's supplemental information requests within the ten (10) business day period specified above, the Election Period shall be tolled from the date of the expiration of such response period until the date on which Service Provider provides the requested information in all material respects.

Section 3 — Customer Election Rights

3.1 — Election Period

Upon receipt of a CoC Notice that complies in all material respects with the requirements of Section 2.2, Customer shall have sixty (60) days (the "Election Period") in which to elect one of the options described in Section 3.2 or Section 3.3 below. Customer shall deliver written notice of its election to Service Provider prior to the expiration of the Election Period, in accordance with the notice provisions of Section 18 of the Agreement and Section 9.3 of this Schedule. Customer may consult with its advisors, including legal counsel and financial advisors, during the Election Period, and Service Provider shall make its management and the Successor Entity's management reasonably available for discussions with Customer and its advisors during such period.

3.2 — Option A: Consent to Assignment

Customer may consent in writing to the assignment of the Agreement to the Successor Entity. Such consent shall not be unreasonably withheld, conditioned, or delayed, provided that the Successor Entity satisfies the criteria set forth below.

Factors that Customer may reasonably consider in evaluating whether to consent to the assignment include the following:

(i) The Successor Entity's financial stability and creditworthiness, including its ability to meet the financial obligations of Service Provider under the Agreement over the remaining term thereof, as demonstrated by audited financial statements, credit ratings (if available), and such other financial information as may be provided pursuant to Section 2;

(ii) The Successor Entity's technical capabilities and experience in managed network services and SD-WAN deployment, including the breadth and depth of its technical workforce, its track record of delivering services comparable to those provided under the Agreement, and its familiarity with the ArcMesh platform and related technologies;

(iii) The Successor Entity's ability to maintain required insurance coverage as specified in Exhibit F to the Agreement, including without limitation (A) cyber liability insurance of not less than Twenty-Five Million Dollars ($25,000,000) per occurrence and Fifty Million Dollars ($50,000,000) in the aggregate, (B) technology errors and omissions insurance of not less than Twenty Million Dollars ($20,000,000) per occurrence and Forty Million Dollars ($40,000,000) in the aggregate, and (C) commercial general liability insurance of not less than Five Million Dollars ($5,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the aggregate;

(iv) Any actual or potential conflicts of interest between the Successor Entity and Customer or any of Customer's affiliates, including without limitation any existing or contemplated business relationship between the Successor Entity and any competitor of Customer or Customer's parent company, Northgate Telecommunications PLC; and

(v) The Successor Entity's compliance history, including its history of compliance with applicable laws, regulations, and industry standards, and any material violations thereof, including any violations of data protection laws, anti-corruption laws, export control laws, or sanctions regulations.

Upon Customer's written consent, the Successor Entity shall, as a condition to the effectiveness of the assignment, execute an assumption agreement in form and substance reasonably satisfactory to Customer, pursuant to which the Successor Entity shall assume all rights and obligations of Service Provider under the Agreement and all schedules, exhibits, side letters, and ancillary agreements attached thereto or entered into in connection therewith. Such assumption agreement shall be executed and delivered to Customer no later than ten (10) business days prior to the closing of the Change of Control transaction. Service Provider shall not be released from its obligations under the Agreement until the assumption agreement has been fully executed and delivered.

3.3 — Option B: Termination

Customer may elect to terminate the Agreement by providing one hundred eighty (180) days' written notice to Service Provider. The effective date of such termination shall be one hundred eighty (180) days following Customer's delivery of such termination notice (the "Termination Effective Date"). In the event of termination under this Section 3.3, the following provisions shall apply:

(a) Transition Assistance. Service Provider shall provide transition assistance services to Customer at no additional cost for the duration of the one hundred eighty (180)-day notice period. Such transition assistance services shall include, without limitation, (i) full cooperation with any successor service provider designated by Customer, including providing reasonable access to Service Provider's facilities, systems, documentation, and personnel, (ii) the orderly migration of all managed network services, Customer data, network configurations, monitoring protocols, routing tables, security policies, and related technical documentation to Customer or its designated successor service provider, (iii) the provision of knowledge transfer sessions to Customer's personnel and/or the personnel of any successor service provider, (iv) the continued performance of all services under the Agreement at the service levels specified therein during the transition period, and (v) the preparation and delivery of a comprehensive transition plan within thirty (30) days following Customer's delivery of its termination notice. Service Provider shall assign a dedicated transition manager to coordinate all transition activities and shall provide Customer with weekly written status reports regarding the progress of the transition.

(b) Pro-Rata Refund. Service Provider shall refund to Customer a pro-rata portion of any prepaid fees attributable to the period following the Termination Effective Date, calculated on a daily basis. Such refund shall be paid to Customer within thirty (30) days following the Termination Effective Date by wire transfer to the bank account designated by Customer. For the avoidance of doubt, this refund obligation shall apply to all prepaid fees, including without limitation recurring monthly service fees, one-time implementation fees that were amortized over the term, prepaid licensing fees, and any other amounts paid by Customer in advance.

(c) Escrow Release. All amounts then held in the transition and wind-down escrow account maintained by Dravello National Bank (account reference FNB-ESC-2023-07742) shall be released to Customer within thirty (30) days following the Termination Effective Date, in accordance with the terms and conditions of the Escrow Agreement dated June 9, 2023, among Customer, Service Provider, and Dravello National Bank. Service Provider shall cooperate in executing any instructions, certificates, or other documentation required by Dravello National Bank to effectuate such release, and shall do so within five (5) business days following Customer's request therefor.

(d) ArcMesh License Wind-Down. Customer shall be entitled to continued use of the ArcMesh platform (version 4.2, or such later version as may then be in production use by Customer under the Agreement) during the one hundred eighty (180)-day transition period under the existing license terms set forth in the Agreement. During such period, Service Provider shall continue to provide all maintenance, support, and updates for the ArcMesh platform as required under the Agreement. Upon the expiration of the transition period, Customer's license to the ArcMesh platform shall terminate, and Customer shall return or destroy all copies of the ArcMesh platform software in its possession, subject to Customer's right to retain archival copies as required by applicable law or regulation, in accordance with Section 12 of the Agreement.

3.4 — Failure to Elect

If Customer fails to deliver written notice of its election to Service Provider within the sixty (60)-day Election Period, Customer shall be deemed to have consented to the assignment of the Agreement to the Successor Entity; provided, however, that such deemed consent shall be effective only if Service Provider has complied in all material respects with its notice obligations under Section 2 of this Schedule, including the timely delivery of a CoC Notice containing all information required under Section 2.2 and the timely provision of supplemental information requested under Section 2.3. If Service Provider has not complied in all material respects with such notice obligations, Customer's failure to elect within the Election Period shall not constitute deemed consent, and Customer shall retain all rights and remedies available to it under this Schedule and the Agreement, including the right to elect termination under Section 3.3 at any time following the closing of the Change of Control transaction.

Section 4 — Anti-Assignment Provision

4.1 — Assignment Without Consent Void

Any purported assignment, delegation, or transfer of the Agreement or any rights or obligations hereunder by Service Provider in connection with a Change of Control, without the prior written consent of Customer obtained in accordance with the provisions of this Schedule 2, shall be null and void and of no force or effect. Any such purported assignment shall not relieve Service Provider of any of its obligations under the Agreement, and Service Provider shall remain fully liable for all such obligations notwithstanding any such purported assignment. The foregoing prohibition applies to all forms of assignment, delegation, and transfer, whether voluntary or involuntary, and whether effected by operation of law or otherwise, including by reason of merger, consolidation, dissolution, or any proceeding under any bankruptcy, insolvency, or similar law.

4.2 — Customer Assignment

For the avoidance of doubt, Customer may assign the Agreement, in whole or in part, without Service Provider's consent, to any affiliate or subsidiary of Northgate Telecommunications PLC, or to any successor entity in connection with a reorganization of Customer's corporate structure, provided that the assignee assumes all obligations of Customer under the Agreement by executing a written assumption agreement and delivers a copy of such assumption agreement to Service Provider promptly following such assignment. Customer shall provide Service Provider with written notice of any such assignment within fifteen (15) days following the effective date thereof. No such assignment shall relieve Customer of its obligations under the Agreement unless and until the assignee has executed and delivered the assumption agreement described in this Section 4.2.

Section 5 — Continuing Obligations Following Change of Control

5.1 — Assumption of Obligations

Upon any permitted assignment of the Agreement following a Change of Control, the Successor Entity shall assume and be bound by all terms, conditions, and obligations of Service Provider under the Agreement, including without limitation each of the following:

(a) All service level commitments, including the requirement to maintain monthly uptime of ninety-nine and ninety-five hundredths percent (99.95%) per node, as set forth in Exhibit B to the Agreement, together with all associated service level credits and remedies;

(b) All most favored nation pricing obligations, as set forth in Schedule 3 to the Agreement, including the obligation to provide Customer with pricing that is no less favorable than the pricing provided to any other customer of comparable size and scope;

(c) All indemnification obligations, including without limitation Service Provider's aggregate indemnification cap of two hundred percent (200%) of trailing twelve (12)-month fees paid by Customer, and all uncapped carve-outs for (i) third-party intellectual property infringement claims, (ii) willful misconduct or gross negligence, (iii) data breaches involving Customer data, and (iv) breaches of Service Provider's confidentiality obligations under the Agreement;

(d) All data security and privacy requirements set forth in Exhibit E to the Agreement, including without limitation all obligations relating to data encryption, access controls, vulnerability management, incident response, and compliance with applicable data protection laws and regulations;

(e) All insurance requirements set forth in Exhibit F to the Agreement, including the minimum coverage levels specified in Section 3.2 of this Schedule; and

(f) All escrow deposit obligations, including the obligation to make annual deposits of Seven Hundred Fifty Thousand Dollars ($750,000) into the transition and wind-down escrow account maintained by Dravello National Bank (account reference FNB-ESC-2023-07742), subject to an aggregate cap of Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000), as set forth in the Escrow Agreement dated June 9, 2023.

The Successor Entity's assumption of obligations under this Section 5.1 shall be evidenced by the assumption agreement described in Section 3.2 of this Schedule, and shall be effective as of the closing date of the Change of Control transaction.

5.2 — No Modification

A Change of Control shall not, in and of itself, constitute grounds for modification of any term or condition of the Agreement, including without limitation pricing, service levels, performance standards, staffing requirements, or the remaining initial term of the Agreement (which expires on June 8, 2028) or any renewal term. The Successor Entity shall be bound by the Agreement on the same terms and conditions as Service Provider, without modification, amendment, or adjustment, unless Customer and the Successor Entity mutually agree in writing to any such modification, amendment, or adjustment.

Section 6 — Disclosure of Current Ownership

6.1 — Ownership as of the Effective Date

As of the date of the Agreement (June 9, 2023), Service Provider represents and warrants that the following Persons hold the indicated percentages of the outstanding voting equity of Service Provider:

Service Provider further represents and warrants that, as of the date of the Agreement, no Person other than those listed above holds any options, warrants, convertible securities, or other rights to acquire voting equity of Service Provider that, if exercised, converted, or exchanged, would result in such Person holding ten percent (10%) or more of the outstanding voting equity of Service Provider on a fully-diluted basis.

6.2 — Ongoing Disclosure Obligation

Service Provider shall promptly notify Customer of any material change in the ownership percentages set forth in Section 6.1, including without limitation any transfer, issuance, repurchase, redemption, conversion, or exchange of voting equity that would result in any Person (other than those listed in Section 6.1 above) holding ten percent (10%) or more of Service Provider's outstanding voting equity. Such notification shall be delivered in writing within ten (10) business days following the date on which Service Provider first becomes aware of such material change, and shall include the identity of the Person acquiring such equity, the percentage of voting equity acquired, and a brief description of the transaction giving rise to such change in ownership.

6.3 — Acknowledgment of Private Equity Ownership

The parties acknowledge that Ridgeline Capital Partners, LP, a Delaware limited partnership headquartered in Greenwich, Connecticut (Managing Partner: Jonathan Kessler), holds a majority ownership position (sixty-two percent (62%)) in Service Provider as of the date of the Agreement. The parties further acknowledge that a future disposition by Ridgeline Capital Partners, LP of all or a significant portion of its equity interest in Service Provider — whether through a secondary sale, initial public offering, distribution to limited partners, or other transaction — may constitute a Change of Control under Section 1.1(a) hereof, and that such event would trigger the notice and election provisions of Sections 2 and 3 of this Schedule. Service Provider shall cause Ridgeline Capital Partners, LP to comply with the notice provisions of Section 2 to the extent applicable, and Service Provider's failure to cause such compliance shall not relieve Service Provider of its obligations under this Schedule.

Section 7 — Material Breach

7.1 — Failure to Provide Notice

Service Provider's failure to deliver a CoC Notice in compliance with Section 2 of this Schedule — including failure to deliver such notice within the time periods specified in Section 2.1 or failure to include the information required by Section 2.2 — shall constitute a material breach of the Agreement. Upon the occurrence of such a material breach, Customer shall be entitled to exercise all remedies available to it under the Agreement, including without limitation termination for cause under Section 14 of the Agreement, and all remedies available at law or in equity. For the avoidance of doubt, Customer's right to terminate for cause under this Section 7.1 shall be in addition to, and not in lieu of, Customer's election rights under Section 3 of this Schedule.

7.2 — Unauthorized Assignment

Any assignment, delegation, or transfer of the Agreement or any rights or obligations thereunder in violation of Section 4.1 of this Schedule shall constitute a material breach of the Agreement. In addition to all other remedies available to Customer under the Agreement and applicable law, Customer shall be entitled to seek injunctive and other equitable relief to prevent or restrain any such unauthorized assignment, and Service Provider acknowledges that monetary damages alone would be an inadequate remedy for any such breach.

Section 8 — Interaction with Other Agreement Provisions

8.1 — Governing Law

This Schedule 2 shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law that would cause the application of the laws of any other jurisdiction, consistent with Section 19 of the Agreement. Any dispute arising out of or relating to this Schedule 2 shall be resolved in accordance with the dispute resolution provisions set forth in Section 20 of the Agreement.

8.2 — Escrow Agreement

The provisions of this Schedule 2 relating to escrow deposits, escrow release, and other escrow-related matters shall be read in conjunction with, and are subject to, the Escrow Agreement among Northgate Americas, Inc., Cedarpoint Systems Integration, Inc., and Dravello National Bank, dated June 9, 2023 (the "Escrow Agreement"). In the event of any conflict between the escrow-related provisions of this Schedule 2 and the terms of the Escrow Agreement, the parties shall use commercially reasonable efforts to reconcile such conflict; provided, however, that as between Customer and Service Provider, the provisions of this Schedule 2 shall govern.

8.3 — Precedence

In the event of any conflict or inconsistency between the provisions of this Schedule 2 and the body of the Agreement (including any other schedule, exhibit, or attachment thereto), the provisions of this Schedule 2 shall control and prevail with respect to all matters relating to a Change of Control, including without limitation the definition thereof, notice obligations, Customer election rights, transition assistance, anti-assignment restrictions, and related mechanics. The foregoing precedence provision shall not be construed to limit or modify any provision of the Agreement that is not inconsistent with this Schedule 2.

Section 9 — Miscellaneous

9.1 — Survival

The provisions of this Schedule 2, including without limitation the anti-assignment restrictions set forth in Section 4, the ongoing disclosure obligations set forth in Section 6.2, the material breach provisions set forth in Section 7, and the escrow release provisions set forth in Section 3.3(c), shall survive any termination or expiration of the Agreement to the extent necessary to effectuate the rights and obligations set forth herein. Without limiting the generality of the foregoing, the parties' obligations under Sections 4, 6, and 7 of this Schedule shall survive for a period of three (3) years following the termination or expiration of the Agreement.

9.2 — Amendments

No amendment, modification, supplement, or waiver of any provision of this Schedule 2 shall be effective unless set forth in a written instrument duly executed by an authorized representative of each of Customer and Service Provider. No waiver of any right or remedy under this Schedule 2 shall be construed as a waiver of any other right or remedy or of the same right or remedy on any future occasion. No course of dealing between the parties shall be deemed to modify, amend, or discharge any provision of this Schedule 2.

9.3 — Notices

All notices, requests, demands, consents, elections, and other communications required or permitted to be given under this Schedule 2 shall be in writing and shall be delivered in accordance with the notice provisions of Section 18 of the Agreement, to the following addresses (or to such other addresses as a party may designate by written notice to the other party):

If to Customer:

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

Attention: Warren Liang, President

Email: w.liang@northgateamericas.com

with a copy (which shall not constitute notice) to:

Marcus Harcourt, General Counsel Northgate Telecommunications PLC 45 Threadneedle Court London EC2R 8AH United Kingdom

Email: m.harcourt@northgatetelecom.co.uk

and a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022

Attention: Colette Whitman

Email: c.whitman@calderwoodharkness.com

If to Service Provider:

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

Attention: Rajiv Sundaram, Chief Executive Officer

Email: r.sundaram@cedarpointsi.com

with a copy (which shall not constitute notice) to:

Nadia Okafor, General Counsel Cedarpoint Systems Integration, Inc. 11400 Commerce Park Drive, Suite 600 Reston, VA 20191

Email: n.okafor@cedarpointsi.com

and a copy (which shall not constitute notice) to:

Whitfield Graves & Morrow LLP 1875 K Street NW, Suite 800 Washington, DC 20006

Attention: Douglas Fenn

Email: d.fenn@wgmlaw.com

Integration and Execution

This Schedule 2 is executed as of June 9, 2023, simultaneously with the Agreement, and is hereby incorporated into and made an integral part of the Agreement. This Schedule 2, together with the Agreement and all other schedules, exhibits, and ancillary agreements referenced herein or therein, constitutes the complete and exclusive statement of the parties' agreement with respect to the subject matter hereof and supersedes all prior or contemporaneous proposals, understandings, representations, warranties, covenants, and other communications (whether written or oral) between the parties relating to the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Schedule 2 to be executed by their duly authorized representatives as of the date first set forth above.

NORTHGATE AMERICAS, INC.

By: ________

Name: Warren Liang

Title: President

Date: ________

CEDARPOINT SYSTEMS INTEGRATION, INC.

By: ________

Name: Rajiv Sundaram

Title: Chief Executive Officer

Date: ________

Schedule 2 — Change of Control Provisions — Page intentionally ends here. CONFIDENTIAL — Subject to the terms of the Master Services Agreement dated June 9, 2023.

Holder	Address	Percentage of Voting Equity
Ridgeline Capital Partners, LP	55 Arch Street, Suite 700, Greenwich, CT 06830	62%
Rajiv Sundaram (CEO and Co-Founder)	c/o Cedarpoint Systems Integration, Inc.	18%
Teresa Cho (Co-Founder)	c/o Cedarpoint Systems Integration, Inc.	12%
Other employees and early investors	Various	8%

SCHEDULE 2
CHANGE OF CONTROL PROVISIONS
to the
MASTER SERVICES AGREEMENT
dated June 9, 2023
by and between
NORTHGATE AMERICAS, INC.
and
CEDARPOINT SYSTEMS INTEGRATION, INC.
Right-click to update Table of Contents
SCHEDULE 2 — CHANGE OF CONTROL PROVISIONS
This Schedule 2 (this "Schedule") is attached to and forms an integral part of the Master Services Agreement dated June 9, 2023 (the "Agreement"), by and between Northgate Americas, Inc., a Delaware corporation ("Customer"), and Cedarpoint Systems Integration, Inc., a Delaware corporation ("Service Provider"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
This Schedule sets forth the detailed provisions governing any change of control of Service Provider, including the definition thereof, notice obligations, Customer election rights, transition assistance, and related mechanics. The provisions contained herein are intended to protect Customer's reasonable expectations regarding the identity, financial condition, and operational capabilities of the entity responsible for the performance of critical managed network services and related technology deliverables under the Agreement. The parties acknowledge that Customer entered into the Agreement in material reliance upon the specific qualifications, personnel, technical expertise, and corporate identity of Service Provider, and that any change in the control of Service Provider is a matter of significant concern to Customer.
Section 1 — Definitions
For purposes of this Schedule 2, the following terms shall have the meanings set forth below. All other capitalized terms used herein and not defined in this Section 1 shall have the meanings ascribed to them elsewhere in this Schedule or, if not defined herein, in the Agreement.
1.1 — "Change of Control"
A "Change of Control" of Service Provider shall mean the occurrence of any one or more of the following events, whether effected in a single transaction or through a series of related transactions:
(a) The acquisition, directly or indirectly, by any Person or group of Persons (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) of more than fifty percent (50%) of the outstanding voting equity securities of Service Provider, whether by purchase, merger, consolidation, tender offer, exchange offer, recapitalization, or otherwise, in each case measured as of the date immediately following the consummation of such acquisition;
(b) Any merger, consolidation, reorganization, or similar business combination involving Service Provider in which Service Provider is not the surviving or continuing entity, or in which Service Provider is the surviving entity but the holders of Service Provider's outstanding voting equity securities immediately prior to such transaction hold less than fifty percent (50%) of the outstanding voting equity securities of the surviving entity immediately following such transaction;
(c) The sale, transfer, exclusive license, or other disposition of all or substantially all of the assets of Service Provider (including, without limitation, all intellectual property rights in and to the ArcMesh platform and all related documentation, source code, and derivative works) in a single transaction or a series of related transactions occurring within any twelve (12)-month period;
(d) A change in a majority of the members of the board of directors of Service Provider within any twelve (12)-month period, other than changes that are approved or recommended by a majority of the directors then in office who were directors at the beginning of such twelve (12)-month period (or whose election or nomination for election was so approved or recommended by such directors).
For the avoidance of doubt, the term "Change of Control" shall include any transaction described in clauses (a) through (d) above regardless of the form of consideration paid or exchanged in connection therewith, including cash, equity securities, debt instruments, or any combination thereof. A restructuring, spin-off, split-off, or other divisive transaction in which a separate entity receives all or substantially all of the assets or business operations of Service Provider shall be deemed a Change of Control under clause (c) above.
1.2 — "CoC Notice"
A "CoC Notice" shall mean a written notice delivered by Service Provider to Customer pursuant to Section 2 of this Schedule advising Customer of an anticipated Change of Control. A CoC Notice shall be delivered in writing and shall comply with the content requirements set forth in Section 2.2 below and with the notice delivery requirements specified in Section 18 of the Agreement and Section 9.3 of this Schedule.
1.3 — "Successor Entity"
A "Successor Entity" shall mean the Person that, following a Change of Control, acquires control of Service Provider or its assets, or that survives as the continuing entity following a merger, consolidation, or reorganization. In the case of an asset sale or exclusive license under Section 1.1(c), the Successor Entity shall be the Person acquiring such assets or receiving such exclusive license. In the case of a board reconstitution under Section 1.1(d), the Successor Entity shall be deemed to be Service Provider itself, as reconstituted under the direction of the newly constituted board of directors.
1.4 — "Election Period"
The "Election Period" shall mean the sixty (60)-day period commencing on the date of Customer's actual receipt of a CoC Notice that complies in all material respects with the requirements of Section 2.2 below, during which Customer may exercise its rights under Section 3 of this Schedule. For the avoidance of doubt, if a CoC Notice is materially deficient in its content or fails to include one or more items required under Section 2.2, the Election Period shall not commence until Service Provider delivers a supplemental or corrected CoC Notice that satisfies all such requirements.
Section 2 — Notice Obligations
2.1 — Advance Notice Requirement
Service Provider shall provide Customer with a CoC Notice no later than ninety (90) days prior to the anticipated closing date of any transaction that would constitute a Change of Control. Service Provider acknowledges that timely notice is essential to enable Customer to evaluate the proposed transaction, to exercise its election rights under Section 3, and to plan for any necessary transition of services. The CoC Notice shall be delivered in writing, in accordance with the notice provisions of Section 18 of the Agreement, to the addresses and attention of the persons specified in Section 9.3 of this Schedule.
In the event that Service Provider first becomes aware that a transaction constituting a Change of Control may occur less than ninety (90) days before the anticipated closing date of such transaction (including, without limitation, in the case of a hostile takeover, unsolicited tender offer, or involuntary proceeding), Service Provider shall deliver the CoC Notice to Customer as promptly as practicable, and in no event later than five (5) business days after Service Provider first becomes aware (or reasonably should have become aware) that such transaction may occur. In such circumstances, the Election Period shall nonetheless be sixty (60) days from Customer's receipt of the CoC Notice, and the closing of the Change of Control transaction shall not occur prior to the expiration of the Election Period without Customer's prior written consent.
2.2 — Contents of CoC Notice
The CoC Notice shall include, at a minimum, all of the following information, presented in sufficient detail to enable Customer to make an informed evaluation of the proposed Change of Control and the Successor Entity:
(a) A description of the proposed transaction giving rise to the Change of Control, including the type of transaction (e.g., stock acquisition, merger, asset sale, board reconstitution), the material terms and conditions thereof, and any conditions precedent to closing (including any regulatory approvals required);
(b) The identity of the Successor Entity and its principal officers, including the legal name, jurisdiction of organization, principal place of business, and the names and titles of the chief executive officer, chief financial officer, and chief technology officer (or equivalent positions) of the Successor Entity;
(c) The anticipated closing date of the transaction, and any material contingencies that may affect the timing or certainty of closing;
(d) A description of the Successor Entity's financial condition and operational capabilities sufficient for Customer to evaluate whether to consent to assignment, including (i) audited financial statements of the Successor Entity for the two (2) most recently completed fiscal years, prepared in accordance with generally accepted accounting principles (or, if the Successor Entity is organized outside the United States, International Financial Reporting Standards), (ii) a summary of the Successor Entity's material indebtedness and credit facilities, and (iii) a description of the Successor Entity's relevant operational experience, including experience in managed network services, SD-WAN deployment, network monitoring, and enterprise technology integration;
(e) Confirmation of the Successor Entity's willingness to assume all obligations of Service Provider under the Agreement and all ancillary agreements, including without limitation the Escrow Agreement among Customer, Service Provider, and Dravello National Bank dated June 9, 2023 (escrow account reference FNB-ESC-2023-07742), and the Transition Services Side Letter executed between the parties concurrently with the Agreement. Such confirmation shall be evidenced by a letter of intent or similar instrument executed by an authorized officer of the Successor Entity.
2.3 — Supplemental Information
Customer may request additional information reasonably necessary to evaluate the proposed Change of Control within fifteen (15) days of Customer's receipt of the CoC Notice. Such requests shall be in writing and shall describe with reasonable specificity the additional information sought. Service Provider shall use commercially reasonable efforts to respond to such requests within ten (10) business days following receipt thereof. Service Provider shall cause the Successor Entity to cooperate in good faith in providing any such additional information. Without limiting the foregoing, Customer may request information regarding: (i) the Successor Entity's cybersecurity posture and history of data breaches, (ii) any pending or threatened litigation, regulatory investigation, or enforcement action involving the Successor Entity, (iii) the Successor Entity's insurance coverage, (iv) the Successor Entity's key personnel and their qualifications, and (v) any planned changes to the services, the ArcMesh platform, or the personnel assigned to Customer's account.
If Service Provider fails to respond to Customer's supplemental information requests within the ten (10) business day period specified above, the Election Period shall be tolled from the date of the expiration of such response period until the date on which Service Provider provides the requested information in all material respects.
Section 3 — Customer Election Rights
3.1 — Election Period
Upon receipt of a CoC Notice that complies in all material respects with the requirements of Section 2.2, Customer shall have sixty (60) days (the "Election Period") in which to elect one of the options described in Section 3.2 or Section 3.3 below. Customer shall deliver written notice of its election to Service Provider prior to the expiration of the Election Period, in accordance with the notice provisions of Section 18 of the Agreement and Section 9.3 of this Schedule. Customer may consult with its advisors, including legal counsel and financial advisors, during the Election Period, and Service Provider shall make its management and the Successor Entity's management reasonably available for discussions with Customer and its advisors during such period.
3.2 — Option A: Consent to Assignment
Customer may consent in writing to the assignment of the Agreement to the Successor Entity. Such consent shall not be unreasonably withheld, conditioned, or delayed, provided that the Successor Entity satisfies the criteria set forth below.
Factors that Customer may reasonably consider in evaluating whether to consent to the assignment include the following:
(i) The Successor Entity's financial stability and creditworthiness, including its ability to meet the financial obligations of Service Provider under the Agreement over the remaining term thereof, as demonstrated by audited financial statements, credit ratings (if available), and such other financial information as may be provided pursuant to Section 2;
(ii) The Successor Entity's technical capabilities and experience in managed network services and SD-WAN deployment, including the breadth and depth of its technical workforce, its track record of delivering services comparable to those provided under the Agreement, and its familiarity with the ArcMesh platform and related technologies;
(iii) The Successor Entity's ability to maintain required insurance coverage as specified in Exhibit F to the Agreement, including without limitation (A) cyber liability insurance of not less than Twenty-Five Million Dollars ($25,000,000) per occurrence and Fifty Million Dollars ($50,000,000) in the aggregate, (B) technology errors and omissions insurance of not less than Twenty Million Dollars ($20,000,000) per occurrence and Forty Million Dollars ($40,000,000) in the aggregate, and (C) commercial general liability insurance of not less than Five Million Dollars ($5,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the aggregate;
(iv) Any actual or potential conflicts of interest between the Successor Entity and Customer or any of Customer's affiliates, including without limitation any existing or contemplated business relationship between the Successor Entity and any competitor of Customer or Customer's parent company, Northgate Telecommunications PLC; and
(v) The Successor Entity's compliance history, including its history of compliance with applicable laws, regulations, and industry standards, and any material violations thereof, including any violations of data protection laws, anti-corruption laws, export control laws, or sanctions regulations.
Upon Customer's written consent, the Successor Entity shall, as a condition to the effectiveness of the assignment, execute an assumption agreement in form and substance reasonably satisfactory to Customer, pursuant to which the Successor Entity shall assume all rights and obligations of Service Provider under the Agreement and all schedules, exhibits, side letters, and ancillary agreements attached thereto or entered into in connection therewith. Such assumption agreement shall be executed and delivered to Customer no later than ten (10) business days prior to the closing of the Change of Control transaction. Service Provider shall not be released from its obligations under the Agreement until the assumption agreement has been fully executed and delivered.
3.3 — Option B: Termination
Customer may elect to terminate the Agreement by providing one hundred eighty (180) days' written notice to Service Provider. The effective date of such termination shall be one hundred eighty (180) days following Customer's delivery of such termination notice (the "Termination Effective Date"). In the event of termination under this Section 3.3, the following provisions shall apply:
(a) Transition Assistance. Service Provider shall provide transition assistance services to Customer at no additional cost for the duration of the one hundred eighty (180)-day notice period. Such transition assistance services shall include, without limitation, (i) full cooperation with any successor service provider designated by Customer, including providing reasonable access to Service Provider's facilities, systems, documentation, and personnel, (ii) the orderly migration of all managed network services, Customer data, network configurations, monitoring protocols, routing tables, security policies, and related technical documentation to Customer or its designated successor service provider, (iii) the provision of knowledge transfer sessions to Customer's personnel and/or the personnel of any successor service provider, (iv) the continued performance of all services under the Agreement at the service levels specified therein during the transition period, and (v) the preparation and delivery of a comprehensive transition plan within thirty (30) days following Customer's delivery of its termination notice. Service Provider shall assign a dedicated transition manager to coordinate all transition activities and shall provide Customer with weekly written status reports regarding the progress of the transition.
(b) Pro-Rata Refund. Service Provider shall refund to Customer a pro-rata portion of any prepaid fees attributable to the period following the Termination Effective Date, calculated on a daily basis. Such refund shall be paid to Customer within thirty (30) days following the Termination Effective Date by wire transfer to the bank account designated by Customer. For the avoidance of doubt, this refund obligation shall apply to all prepaid fees, including without limitation recurring monthly service fees, one-time implementation fees that were amortized over the term, prepaid licensing fees, and any other amounts paid by Customer in advance.
(c) Escrow Release. All amounts then held in the transition and wind-down escrow account maintained by Dravello National Bank (account reference FNB-ESC-2023-07742) shall be released to Customer within thirty (30) days following the Termination Effective Date, in accordance with the terms and conditions of the Escrow Agreement dated June 9, 2023, among Customer, Service Provider, and Dravello National Bank. Service Provider shall cooperate in executing any instructions, certificates, or other documentation required by Dravello National Bank to effectuate such release, and shall do so within five (5) business days following Customer's request therefor.
(d) ArcMesh License Wind-Down. Customer shall be entitled to continued use of the ArcMesh platform (version 4.2, or such later version as may then be in production use by Customer under the Agreement) during the one hundred eighty (180)-day transition period under the existing license terms set forth in the Agreement. During such period, Service Provider shall continue to provide all maintenance, support, and updates for the ArcMesh platform as required under the Agreement. Upon the expiration of the transition period, Customer's license to the ArcMesh platform shall terminate, and Customer shall return or destroy all copies of the ArcMesh platform software in its possession, subject to Customer's right to retain archival copies as required by applicable law or regulation, in accordance with Section 12 of the Agreement.
3.4 — Failure to Elect
If Customer fails to deliver written notice of its election to Service Provider within the sixty (60)-day Election Period, Customer shall be deemed to have consented to the assignment of the Agreement to the Successor Entity; provided, however, that such deemed consent shall be effective only if Service Provider has complied in all material respects with its notice obligations under Section 2 of this Schedule, including the timely delivery of a CoC Notice containing all information required under Section 2.2 and the timely provision of supplemental information requested under Section 2.3. If Service Provider has not complied in all material respects with such notice obligations, Customer's failure to elect within the Election Period shall not constitute deemed consent, and Customer shall retain all rights and remedies available to it under this Schedule and the Agreement, including the right to elect termination under Section 3.3 at any time following the closing of the Change of Control transaction.
Section 4 — Anti-Assignment Provision
4.1 — Assignment Without Consent Void
Any purported assignment, delegation, or transfer of the Agreement or any rights or obligations hereunder by Service Provider in connection with a Change of Control, without the prior written consent of Customer obtained in accordance with the provisions of this Schedule 2, shall be null and void and of no force or effect. Any such purported assignment shall not relieve Service Provider of any of its obligations under the Agreement, and Service Provider shall remain fully liable for all such obligations notwithstanding any such purported assignment. The foregoing prohibition applies to all forms of assignment, delegation, and transfer, whether voluntary or involuntary, and whether effected by operation of law or otherwise, including by reason of merger, consolidation, dissolution, or any proceeding under any bankruptcy, insolvency, or similar law.
4.2 — Customer Assignment
For the avoidance of doubt, Customer may assign the Agreement, in whole or in part, without Service Provider's consent, to any affiliate or subsidiary of Northgate Telecommunications PLC, or to any successor entity in connection with a reorganization of Customer's corporate structure, provided that the assignee assumes all obligations of Customer under the Agreement by executing a written assumption agreement and delivers a copy of such assumption agreement to Service Provider promptly following such assignment. Customer shall provide Service Provider with written notice of any such assignment within fifteen (15) days following the effective date thereof. No such assignment shall relieve Customer of its obligations under the Agreement unless and until the assignee has executed and delivered the assumption agreement described in this Section 4.2.
Section 5 — Continuing Obligations Following Change of Control
5.1 — Assumption of Obligations
Upon any permitted assignment of the Agreement following a Change of Control, the Successor Entity shall assume and be bound by all terms, conditions, and obligations of Service Provider under the Agreement, including without limitation each of the following:
(a) All service level commitments, including the requirement to maintain monthly uptime of ninety-nine and ninety-five hundredths percent (99.95%) per node, as set forth in Exhibit B to the Agreement, together with all associated service level credits and remedies;
(b) All most favored nation pricing obligations, as set forth in Schedule 3 to the Agreement, including the obligation to provide Customer with pricing that is no less favorable than the pricing provided to any other customer of comparable size and scope;
(c) All indemnification obligations, including without limitation Service Provider's aggregate indemnification cap of two hundred percent (200%) of trailing twelve (12)-month fees paid by Customer, and all uncapped carve-outs for (i) third-party intellectual property infringement claims, (ii) willful misconduct or gross negligence, (iii) data breaches involving Customer data, and (iv) breaches of Service Provider's confidentiality obligations under the Agreement;
(d) All data security and privacy requirements set forth in Exhibit E to the Agreement, including without limitation all obligations relating to data encryption, access controls, vulnerability management, incident response, and compliance with applicable data protection laws and regulations;
(e) All insurance requirements set forth in Exhibit F to the Agreement, including the minimum coverage levels specified in Section 3.2 of this Schedule; and
(f) All escrow deposit obligations, including the obligation to make annual deposits of Seven Hundred Fifty Thousand Dollars ($750,000) into the transition and wind-down escrow account maintained by Dravello National Bank (account reference FNB-ESC-2023-07742), subject to an aggregate cap of Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000), as set forth in the Escrow Agreement dated June 9, 2023.
The Successor Entity's assumption of obligations under this Section 5.1 shall be evidenced by the assumption agreement described in Section 3.2 of this Schedule, and shall be effective as of the closing date of the Change of Control transaction.
5.2 — No Modification
A Change of Control shall not, in and of itself, constitute grounds for modification of any term or condition of the Agreement, including without limitation pricing, service levels, performance standards, staffing requirements, or the remaining initial term of the Agreement (which expires on June 8, 2028) or any renewal term. The Successor Entity shall be bound by the Agreement on the same terms and conditions as Service Provider, without modification, amendment, or adjustment, unless Customer and the Successor Entity mutually agree in writing to any such modification, amendment, or adjustment.
Section 6 — Disclosure of Current Ownership
6.1 — Ownership as of the Effective Date
As of the date of the Agreement (June 9, 2023), Service Provider represents and warrants that the following Persons hold the indicated percentages of the outstanding voting equity of Service Provider:
Service Provider further represents and warrants that, as of the date of the Agreement, no Person other than those listed above holds any options, warrants, convertible securities, or other rights to acquire voting equity of Service Provider that, if exercised, converted, or exchanged, would result in such Person holding ten percent (10%) or more of the outstanding voting equity of Service Provider on a fully-diluted basis.
6.2 — Ongoing Disclosure Obligation
Service Provider shall promptly notify Customer of any material change in the ownership percentages set forth in Section 6.1, including without limitation any transfer, issuance, repurchase, redemption, conversion, or exchange of voting equity that would result in any Person (other than those listed in Section 6.1 above) holding ten percent (10%) or more of Service Provider's outstanding voting equity. Such notification shall be delivered in writing within ten (10) business days following the date on which Service Provider first becomes aware of such material change, and shall include the identity of the Person acquiring such equity, the percentage of voting equity acquired, and a brief description of the transaction giving rise to such change in ownership.
6.3 — Acknowledgment of Private Equity Ownership
The parties acknowledge that Ridgeline Capital Partners, LP, a Delaware limited partnership headquartered in Greenwich, Connecticut (Managing Partner: Jonathan Kessler), holds a majority ownership position (sixty-two percent (62%)) in Service Provider as of the date of the Agreement. The parties further acknowledge that a future disposition by Ridgeline Capital Partners, LP of all or a significant portion of its equity interest in Service Provider — whether through a secondary sale, initial public offering, distribution to limited partners, or other transaction — may constitute a Change of Control under Section 1.1(a) hereof, and that such event would trigger the notice and election provisions of Sections 2 and 3 of this Schedule. Service Provider shall cause Ridgeline Capital Partners, LP to comply with the notice provisions of Section 2 to the extent applicable, and Service Provider's failure to cause such compliance shall not relieve Service Provider of its obligations under this Schedule.
Section 7 — Material Breach
7.1 — Failure to Provide Notice
Service Provider's failure to deliver a CoC Notice in compliance with Section 2 of this Schedule — including failure to deliver such notice within the time periods specified in Section 2.1 or failure to include the information required by Section 2.2 — shall constitute a material breach of the Agreement. Upon the occurrence of such a material breach, Customer shall be entitled to exercise all remedies available to it under the Agreement, including without limitation termination for cause under Section 14 of the Agreement, and all remedies available at law or in equity. For the avoidance of doubt, Customer's right to terminate for cause under this Section 7.1 shall be in addition to, and not in lieu of, Customer's election rights under Section 3 of this Schedule.
7.2 — Unauthorized Assignment
Any assignment, delegation, or transfer of the Agreement or any rights or obligations thereunder in violation of Section 4.1 of this Schedule shall constitute a material breach of the Agreement. In addition to all other remedies available to Customer under the Agreement and applicable law, Customer shall be entitled to seek injunctive and other equitable relief to prevent or restrain any such unauthorized assignment, and Service Provider acknowledges that monetary damages alone would be an inadequate remedy for any such breach.
Section 8 — Interaction with Other Agreement Provisions
8.1 — Governing Law
This Schedule 2 shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law that would cause the application of the laws of any other jurisdiction, consistent with Section 19 of the Agreement. Any dispute arising out of or relating to this Schedule 2 shall be resolved in accordance with the dispute resolution provisions set forth in Section 20 of the Agreement.
8.2 — Escrow Agreement
The provisions of this Schedule 2 relating to escrow deposits, escrow release, and other escrow-related matters shall be read in conjunction with, and are subject to, the Escrow Agreement among Northgate Americas, Inc., Cedarpoint Systems Integration, Inc., and Dravello National Bank, dated June 9, 2023 (the "Escrow Agreement"). In the event of any conflict between the escrow-related provisions of this Schedule 2 and the terms of the Escrow Agreement, the parties shall use commercially reasonable efforts to reconcile such conflict; provided, however, that as between Customer and Service Provider, the provisions of this Schedule 2 shall govern.
8.3 — Precedence
In the event of any conflict or inconsistency between the provisions of this Schedule 2 and the body of the Agreement (including any other schedule, exhibit, or attachment thereto), the provisions of this Schedule 2 shall control and prevail with respect to all matters relating to a Change of Control, including without limitation the definition thereof, notice obligations, Customer election rights, transition assistance, anti-assignment restrictions, and related mechanics. The foregoing precedence provision shall not be construed to limit or modify any provision of the Agreement that is not inconsistent with this Schedule 2.
Section 9 — Miscellaneous
9.1 — Survival
The provisions of this Schedule 2, including without limitation the anti-assignment restrictions set forth in Section 4, the ongoing disclosure obligations set forth in Section 6.2, the material breach provisions set forth in Section 7, and the escrow release provisions set forth in Section 3.3(c), shall survive any termination or expiration of the Agreement to the extent necessary to effectuate the rights and obligations set forth herein. Without limiting the generality of the foregoing, the parties' obligations under Sections 4, 6, and 7 of this Schedule shall survive for a period of three (3) years following the termination or expiration of the Agreement.
9.2 — Amendments
No amendment, modification, supplement, or waiver of any provision of this Schedule 2 shall be effective unless set forth in a written instrument duly executed by an authorized representative of each of Customer and Service Provider. No waiver of any right or remedy under this Schedule 2 shall be construed as a waiver of any other right or remedy or of the same right or remedy on any future occasion. No course of dealing between the parties shall be deemed to modify, amend, or discharge any provision of this Schedule 2.
9.3 — Notices
All notices, requests, demands, consents, elections, and other communications required or permitted to be given under this Schedule 2 shall be in writing and shall be delivered in accordance with the notice provisions of Section 18 of the Agreement, to the following addresses (or to such other addresses as a party may designate by written notice to the other party):
If to Customer:
Northgate Americas, Inc. 1700 Market Street, Suite 2400 Philadelphia, PA 19103
Attention: Warren Liang, President
Email: w.liang@northgateamericas.com
with a copy (which shall not constitute notice) to:
Marcus Harcourt, General Counsel Northgate Telecommunications PLC 45 Threadneedle Court London EC2R 8AH United Kingdom
Email: m.harcourt@northgatetelecom.co.uk
and a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022
Attention: Colette Whitman
Email: c.whitman@calderwoodharkness.com
If to Service Provider:
Cedarpoint Systems Integration, Inc. 11400 Commerce Park Drive, Suite 600 Reston, VA 20191
Attention: Rajiv Sundaram, Chief Executive Officer
Email: r.sundaram@cedarpointsi.com
with a copy (which shall not constitute notice) to:
Nadia Okafor, General Counsel Cedarpoint Systems Integration, Inc. 11400 Commerce Park Drive, Suite 600 Reston, VA 20191
Email: n.okafor@cedarpointsi.com
and a copy (which shall not constitute notice) to:
Whitfield Graves & Morrow LLP 1875 K Street NW, Suite 800 Washington, DC 20006
Attention: Douglas Fenn
Email: d.fenn@wgmlaw.com
Integration and Execution
This Schedule 2 is executed as of June 9, 2023, simultaneously with the Agreement, and is hereby incorporated into and made an integral part of the Agreement. This Schedule 2, together with the Agreement and all other schedules, exhibits, and ancillary agreements referenced herein or therein, constitutes the complete and exclusive statement of the parties' agreement with respect to the subject matter hereof and supersedes all prior or contemporaneous proposals, understandings, representations, warranties, covenants, and other communications (whether written or oral) between the parties relating to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Schedule 2 to be executed by their duly authorized representatives as of the date first set forth above.
NORTHGATE AMERICAS, INC.
By: ________
Name: Warren Liang
Title: President
Date: ________
CEDARPOINT SYSTEMS INTEGRATION, INC.
By: ________
Name: Rajiv Sundaram
Title: Chief Executive Officer
Date: ________
Schedule 2 — Change of Control Provisions — Page intentionally ends here. CONFIDENTIAL — Subject to the terms of the Master Services Agreement dated June 9, 2023.
Holder | Address | Percentage of Voting Equity
Ridgeline Capital Partners, LP | 55 Arch Street, Suite 700, Greenwich, CT 06830 | 62%
Rajiv Sundaram (CEO and Co-Founder) | c/o Cedarpoint Systems Integration, Inc. | 18%
Teresa Cho (Co-Founder) | c/o Cedarpoint Systems Integration, Inc. | 12%
Other employees and early investors | Various | 8%

SCHEDULE 2

CHANGE OF CONTROL PROVISIONS

MASTER SERVICES AGREEMENT

NORTHGATE AMERICAS, INC.

CEDARPOINT SYSTEMS INTEGRATION, INC.

NORTHGATE AMERICAS, INC.

CEDARPOINT SYSTEMS INTEGRATION, INC.

Record

Parties

Dates

Amounts