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SCHEDULE 3 — MOST FAVORED NATION PRICING TERMS

Schedule 3 to the Master Services Agreement dated June 9, 2023 (the "Agreement")

Parties:

Northgate Americas, Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 400 Park Avenue, 18th Floor, New York, New York 10022 ("Customer")

and

Cedarpoint Systems Integration, Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 2700 Post Oak Boulevard, Suite 1500, Houston, Texas 77056 ("Service Provider")

Customer and Service Provider are each referred to herein individually as a "Party" and collectively as the "Parties."

This Schedule 3 is attached to and forms an integral part of the Agreement. This Schedule 3 sets forth the most favored nation pricing terms applicable to the Managed Network Services provided by Service Provider to Customer under the Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement. In the event of any inconsistency between the defined terms used in this Schedule 3 and those used in the body of the Agreement, the definitions set forth in this Schedule 3 shall govern solely with respect to the subject matter of this Schedule 3.

Section 1 — Definitions

For the purposes of this Schedule 3, the following terms shall have the meanings set forth below:

1.1 "Most Favored Nation" or "MFN" means the pricing commitment undertaken by Service Provider pursuant to this Schedule 3, under which the per-unit pricing charged to Customer for Managed Network Services under the Agreement shall not, at any time during the Term, exceed the lowest per-unit pricing offered by Service Provider to any Comparable Customer during the applicable Benchmark Period. The MFN commitment is intended to ensure that Customer receives pricing for Managed Network Services that is at least as favorable as the pricing made available by Service Provider to any similarly situated customer, taking into account all relevant pricing adjustments, discounts, rebates, credits, and fee waivers, as more fully described in Section 2 below.

1.2 "Comparable Customer" means any customer of Service Provider that contracts for managed network services (including, without limitation, SD-WAN deployment and management, network monitoring, and network operations center ("NOC") services) covering two hundred (200) or more managed nodes under a single master services agreement, enterprise services agreement, or similar umbrella agreement with Service Provider. For the avoidance of doubt, Customer's current network comprises three hundred forty (340) managed nodes deployed across twenty-eight (28) states within the United States and three (3) provinces within Canada, and Customer qualifies as a Comparable Customer under this definition. The determination of whether a customer of Service Provider constitutes a Comparable Customer shall be based on the number of managed nodes contracted for under the applicable agreement at the time of the relevant pricing comparison, without regard to the geographic distribution of such nodes or the industry sector in which the customer operates. A customer that initially contracts for fewer than two hundred (200) managed nodes but subsequently increases its contracted node count to two hundred (200) or more through amendments, change orders, or service expansions shall be deemed a Comparable Customer from the effective date of such increase.

1.3 "Benchmark Period" means the trailing twelve (12) month period immediately preceding the date of any MFN audit request submitted by Customer under Section 4 of this Schedule 3 or, in the case of a self-reported MFN notification by Service Provider under Section 3.4 of this Schedule 3, the trailing twelve (12) month period immediately preceding the date of such notification. Where an MFN compliance review is initiated by Customer, the Benchmark Period shall be identified in Customer's written notice of audit. In no event shall the Benchmark Period extend to any period prior to the Effective Date of the Agreement.

1.4 "Per-Unit Pricing" means the effective per-node, per-month price for Managed Network Services, calculated by dividing the aggregate Managed Network Services fees invoiced (or, in the case of a newly executed agreement with a Comparable Customer, contracted) during the Benchmark Period by the product of (a) the number of managed nodes under the applicable agreement and (b) twelve (12) months.

For purposes of illustration and the establishment of a baseline, the Parties acknowledge and agree that Customer's Per-Unit Pricing as of the Effective Date of the Agreement is calculated as follows:

(a) The Annual Contract Value under the Agreement is Fifteen Million Dollars ($15,000,000).

(b) The Managed Network Services component of the Annual Contract Value is Ten Million Five Hundred Thousand Dollars ($10,500,000), representing seventy percent (70%) of the Annual Contract Value. The remaining thirty percent (30%) of the Annual Contract Value is allocated to ArcMesh platform license and maintenance fees (Three Million Dollars ($3,000,000) per year) and Professional Services fees (One Million Five Hundred Thousand Dollars ($1,500,000) per year), as set forth in Exhibit C (Pricing Schedule and Fee Structure) to the Agreement.

(c) The monthly run-rate for Managed Network Services is Eight Hundred Seventy-Five Thousand Dollars ($875,000) (i.e., $10,500,000 ÷ 12 months).

(d) Customer's Per-Unit Pricing is approximately Two Thousand Five Hundred Seventy-Three Dollars and Fifty-Three Cents ($2,573.53) per node per month (i.e., $875,000 ÷ 340 managed nodes).

For the avoidance of doubt, the MFN pricing comparison established under this Schedule 3 applies exclusively to Managed Network Services fees and does not extend to ArcMesh platform license and maintenance fees (Three Million Dollars ($3,000,000) per year), Professional Services fees (One Million Five Hundred Thousand Dollars ($1,500,000) per year), or any other fees or charges that are not within the scope of Managed Network Services as defined in the Agreement and Exhibit A (Statement of Work) thereto.

When calculating Per-Unit Pricing for a Comparable Customer, the same methodology shall be applied: aggregate fees attributable to managed network services (as reasonably determined by the auditor or independent expert, as applicable) shall be divided by the product of the number of managed nodes and the number of months in the applicable Benchmark Period. Where a Comparable Customer's agreement does not clearly delineate managed network services fees from other fees, Service Provider shall allocate fees on a reasonable and consistent basis, subject to review and verification by the auditor or independent expert.

1.5 "Pricing Differential" means the percentage by which Customer's Per-Unit Pricing exceeds the lowest Per-Unit Pricing offered by Service Provider to any Comparable Customer during the applicable Benchmark Period, calculated as follows:

Pricing Differential = ((Customer Per-Unit Pricing – Lowest Comparable Customer Per-Unit Pricing) ÷ Lowest Comparable Customer Per-Unit Pricing) × 100

A positive Pricing Differential indicates that Customer's Per-Unit Pricing is higher than the lowest Comparable Customer Per-Unit Pricing. A Pricing Differential of zero or a negative value indicates that Customer's Per-Unit Pricing is equal to or lower than the lowest Comparable Customer Per-Unit Pricing and that no MFN Violation exists.

1.6 "MFN Violation" means a determination, whether through an MFN audit conducted pursuant to Section 4 of this Schedule 3, a self-report by Service Provider pursuant to Section 3.4 of this Schedule 3, or a determination rendered through the dispute resolution procedures set forth in Section 6 of this Schedule 3, that the Pricing Differential exceeds three percent (3%). For the avoidance of doubt, a Pricing Differential of three percent (3%) or less shall not constitute an MFN Violation.

Section 2 — Most Favored Nation Pricing Commitment

2.1 MFN Warranty

Service Provider hereby warrants and covenants that, throughout the entire Term of the Agreement — including the initial term commencing on June 9, 2023 and continuing through June 8, 2028, and any and all renewal terms thereafter — the Per-Unit Pricing charged to Customer for Managed Network Services shall not exceed the lowest Per-Unit Pricing offered by Service Provider to any Comparable Customer. This warranty constitutes a material inducement for Customer's entry into the Agreement, and Service Provider acknowledges that Customer is relying upon this warranty in connection with Customer's commitment to the Annual Contract Value and the Term of the Agreement.

The MFN warranty set forth in this Section 2.1 is a continuing obligation of Service Provider and shall apply to Per-Unit Pricing established in: (a) new master services agreements, enterprise services agreements, or similar umbrella agreements entered into by Service Provider with Comparable Customers during the Term; (b) renewals or extensions of existing agreements between Service Provider and Comparable Customers; (c) amendments, supplements, or modifications to existing agreements between Service Provider and Comparable Customers; and (d) change orders, statements of work, or other ordering documents executed under existing agreements between Service Provider and Comparable Customers, in each case to the extent that such agreements, renewals, amendments, or change orders establish or modify Per-Unit Pricing for managed network services covering two hundred (200) or more managed nodes.

Service Provider further warrants that, as of the Effective Date of the Agreement, Customer's Per-Unit Pricing is no higher than the lowest Per-Unit Pricing then being offered by Service Provider to any Comparable Customer. To Service Provider's knowledge, as of the Effective Date, no agreement between Service Provider and a Comparable Customer provides for Per-Unit Pricing that would result in a Pricing Differential in excess of three percent (3%).

2.2 Scope of Comparison

The MFN comparison required under this Schedule 3 shall take into account all forms of pricing adjustments, discounts, rebates, credits, and fee waivers offered by Service Provider to Comparable Customers, whether or not such adjustments, discounts, rebates, credits, or fee waivers are characterized as promotional pricing, introductory pricing, volume-based pricing, loyalty pricing, early-payment discounts, referral credits, or any other form of pricing concession. The purpose of this provision is to ensure that the MFN comparison reflects the true effective Per-Unit Pricing received by each Comparable Customer, and not merely the stated or list pricing.

Without limiting the generality of the foregoing, Service Provider shall not circumvent or undermine the MFN commitment set forth in this Schedule 3 through any of the following means:

(a) Unbundling, rebundling, or restructuring service components in a manner that artificially reduces the apparent Per-Unit Pricing offered to a Comparable Customer while delivering substantially similar services to those provided to Customer under the Agreement;

(b) Offering a Comparable Customer supplemental services, enhanced service levels, or additional features at no charge or at below-market rates, thereby effectively reducing the Comparable Customer's total cost of managed network services without a corresponding reduction in the stated Per-Unit Pricing;

(c) Providing equity, revenue-sharing arrangements, marketing development funds, or other non-cash consideration to a Comparable Customer that has the effect of reducing the Comparable Customer's effective Per-Unit Pricing below that charged to Customer;

(d) Entering into side letters, verbal agreements, or informal arrangements with a Comparable Customer that reduce the Comparable Customer's effective Per-Unit Pricing but are not reflected in the primary agreement between Service Provider and such Comparable Customer; or

(e) Establishing pricing structures with a Comparable Customer that are designed or intended to avoid triggering the MFN protections set forth in this Schedule 3.

In the event that Service Provider offers a Comparable Customer a pricing structure that differs materially from the per-node, per-month structure used to calculate Per-Unit Pricing under this Schedule 3 (for example, a fixed-fee arrangement, a consumption-based model, or a tiered pricing structure), the Per-Unit Pricing for such Comparable Customer shall be calculated by converting the alternative pricing structure into an equivalent per-node, per-month figure using the methodology set forth in Section 1.4 above.

2.3 Exclusions. Notwithstanding the foregoing, the MFN pricing commitment set forth in this Schedule 3 shall not apply to the following:

(a) One-Time Implementation and Migration Fees. One-time implementation fees, migration fees, or project-based fees charged by Service Provider to other customers in connection with the initial deployment, configuration, or migration of managed network services, to the extent that such fees are genuinely non-recurring and are not structured to subsidize or reduce the ongoing Per-Unit Pricing for Managed Network Services;

(b) Out-of-Scope Services. Pricing for services that are not included within the definition of Managed Network Services under the Agreement, including but not limited to cybersecurity consulting, application development, data analytics, or other professional services that are distinct from the managed network services described in Exhibit A (Statement of Work) to the Agreement;

(c) Government and Public-Sector Contracts. Pricing under contracts with federal, state, provincial, or local government agencies or other public-sector entities where the pricing is mandated, regulated, or constrained by applicable procurement regulations, government-wide acquisition contracts (GWACs), blanket purchase agreements (BPAs), or similar procurement vehicles, provided that Service Provider shall bear the burden of demonstrating that the relevant pricing is in fact so mandated or constrained; and

(d) Dispute Settlements. Pricing concessions or credits offered by Service Provider to a Comparable Customer under a bona fide settlement of a dispute, claim, or legal proceeding between Service Provider and such Comparable Customer, provided that such settlement was entered into in good faith and not for the purpose of circumventing the MFN commitment set forth in this Schedule 3. Service Provider shall, upon Customer's reasonable request, certify in writing that any pricing concession excluded under this clause (d) was made in connection with a bona fide dispute settlement.

Service Provider shall have the burden of proving the applicability of any exclusion set forth in this Section 2.3 in connection with any MFN audit or dispute.

Section 3 — Pricing Differential Trigger and Remedies

3.1 Pricing Differential Threshold

An MFN Violation shall be deemed to have occurred when the Pricing Differential, as calculated in accordance with Section 1.5 of this Schedule 3, exceeds three percent (3%). That is, an MFN Violation exists when Customer's Per-Unit Pricing is more than three percent (3%) higher than the lowest Per-Unit Pricing offered by Service Provider to any Comparable Customer during the applicable Benchmark Period.

A Pricing Differential of three percent (3%) or less shall not constitute an MFN Violation, and no retroactive credit, prospective price adjustment, or other remedy shall be required or owed by Service Provider to Customer in respect of such Pricing Differential. The three percent (3%) threshold is intended to account for minor variations in service scope, configuration complexity, and contract structure that may reasonably result in de minimis pricing differences among customers.

3.2 Retroactive Credit

Upon the determination of an MFN Violation — whether through an MFN audit conducted pursuant to Section 4, a self-report by Service Provider pursuant to Section 3.4, or a determination rendered through the dispute resolution procedures set forth in Section 6 — Service Provider shall issue a retroactive credit to Customer within forty-five (45) calendar days of the date of such determination. For purposes of this Section 3.2, the "date of determination" shall mean: (i) the date of delivery of the auditor's written report finding an MFN Violation, (ii) the date of Service Provider's self-report notification, or (iii) the date of the independent expert's binding determination, as applicable.

The retroactive credit shall be calculated as the difference between:

(a) the aggregate Managed Network Services fees actually paid by Customer during the applicable Benchmark Period; and

(b) the aggregate Managed Network Services fees that would have been payable by Customer during the same Benchmark Period had Customer been charged the lowest Comparable Customer Per-Unit Pricing identified during the audit or review.

For purposes of illustration, if the lowest Comparable Customer Per-Unit Pricing during a Benchmark Period were determined to be $2,400.00 per node per month, and Customer's Per-Unit Pricing during the same period were $2,573.53 per node per month (a Pricing Differential of approximately 7.23%), the retroactive credit would be calculated as follows:

• Customer's actual aggregate fees for the Benchmark Period: $2,573.53 × 340 nodes × 12 months = $10,500,006.24 (rounded to $10,500,000 per the Agreement)

• Fees that would have been payable at lowest Comparable Customer pricing: $2,400.00 × 340 nodes × 12 months = $9,792,000.00

• Retroactive credit due: $10,500,000.00 – $9,792,000.00 = $708,000.00

All retroactive credits due under this Section 3.2 shall, at Customer's election, be either: (i) applied as a credit against future invoices for Managed Network Services or other services under the Agreement, in which case such credits shall be applied beginning with the first invoice issued after the expiration of the forty-five (45) day period, or (ii) refunded to Customer in cash by wire transfer to an account designated by Customer, such refund to be made within thirty (30) calendar days following Customer's written request for a cash refund. Customer may exercise its election by providing written notice to Service Provider at any time prior to the application of the credit to an invoice.

Interest shall accrue on any retroactive credit amount that is not paid or applied within the time periods specified above at a rate equal to the lesser of (x) one and one-half percent (1.5%) per month and (y) the maximum rate permitted by applicable law, calculated from the date on which the credit was due until the date on which it is paid or applied in full.

3.3 Prospective Price Adjustment

In addition to the retroactive credit set forth in Section 3.2 above, upon the determination of an MFN Violation, Service Provider shall adjust Customer's Per-Unit Pricing on a going-forward basis to match the lowest Comparable Customer Per-Unit Pricing identified during the applicable MFN audit, self-report, or dispute resolution proceeding. Such prospective price adjustment shall be implemented by Service Provider within thirty (30) calendar days of the date of determination of the MFN Violation and shall be reflected in all invoices issued by Service Provider to Customer on and after the effective date of the adjustment.

The adjusted Per-Unit Pricing established under this Section 3.3 shall remain in effect until the earlier of: (a) the expiration of the then-current Term (including any renewal term) of the Agreement, or (b) a subsequent MFN audit or review conducted pursuant to this Schedule 3 that results in a further downward adjustment to Customer's Per-Unit Pricing. For the avoidance of doubt, a prospective price adjustment under this Section 3.3 shall not be subject to upward revision during the then-current Term, even if the lowest Comparable Customer Per-Unit Pricing subsequently increases.

Service Provider shall execute and deliver to Customer, promptly following any prospective price adjustment under this Section 3.3, an amendment or change order to the Agreement reflecting the adjusted pricing, in form and substance reasonably satisfactory to Customer. Failure by Service Provider to execute such amendment or change order shall not affect the effectiveness of the prospective price adjustment, which shall be binding upon Service Provider from the date specified in this Section 3.3.

3.4 Notification Obligation

Service Provider shall have an affirmative and continuing obligation to promptly notify Customer if Service Provider becomes aware, at any time during the Term, that it has entered into any agreement, amendment, renewal, change order, or other arrangement with a Comparable Customer at Per-Unit Pricing that would result in a Pricing Differential exceeding three percent (3%). Such notification shall be provided to Customer in writing (by email to Customer's VP of Procurement, North America, or such other contact as Customer may designate in writing from time to time) within fifteen (15) business days of the date on which Service Provider first becomes aware of the triggering event.

The notification required under this Section 3.4 shall include the following information, subject to the confidentiality protections set forth in Section 5 below:

(a) the date on which Service Provider entered into the agreement, amendment, renewal, change order, or other arrangement giving rise to the notification obligation;

(b) the number of managed nodes covered by the Comparable Customer's agreement;

(d) the resulting Pricing Differential;

(e) Service Provider's proposed timeline for issuing the retroactive credit and implementing the prospective price adjustment required under Sections 3.2 and 3.3 above; and

(f) any additional information reasonably necessary to enable Customer to verify the Pricing Differential and the amounts owed.

Failure by Service Provider to provide the notification required under this Section 3.4 within the specified time period shall not excuse Service Provider from its obligation to issue retroactive credits and implement prospective price adjustments under Sections 3.2 and 3.3 above, and shall be considered a factor in any subsequent dispute regarding the timeliness of Service Provider's compliance with its MFN obligations.

Section 4 — Audit Rights

4.1 Annual Audit Right

Customer shall have the right to conduct an MFN compliance audit not more than once per calendar year during the Term and, subject to Section 8 below, for a period of twelve (12) months following the expiration or termination of the Agreement. The MFN audit right is in addition to, and does not limit or replace, any general audit rights granted to Customer under the Agreement.

Customer shall provide Service Provider at least thirty (30) calendar days' prior written notice of its intent to conduct an MFN audit. Such notice shall specify: (a) the Benchmark Period to be audited, (b) the identity of the proposed independent third-party auditor, and (c) the anticipated commencement date of the audit. Service Provider shall have ten (10) business days from receipt of such notice to object to the proposed auditor, provided that such objection must be reasonable and in good faith. If Service Provider objects to the proposed auditor, the Parties shall use commercially reasonable efforts to agree on an alternative auditor within ten (10) business days of Service Provider's objection.

4.2 Audit Procedures

The MFN audit shall be conducted by an independent third-party auditor selected by Customer and reasonably acceptable to Service Provider. The auditor shall be a nationally or regionally recognized accounting firm or consulting firm with relevant experience in information technology services pricing and telecommunications engagements. Neither Party's external auditors (currently, for Customer, Severin Beck CPAs LLP, and for Service Provider, Penrose Firth CPAs LLP) shall serve as the MFN auditor absent the written consent of both Parties.

Prior to commencing the audit, the auditor shall execute a confidentiality agreement in form and substance reasonably satisfactory to Service Provider, which shall include provisions restricting the auditor's use and disclosure of Service Provider's Confidential Information in a manner consistent with Section 5 of this Schedule 3.

Within fifteen (15) business days of the audit commencement date specified in Customer's notice (or, if later, fifteen (15) business days after the auditor has executed the required confidentiality agreement), Service Provider shall make available to the auditor all records, contracts, pricing schedules, rate cards, invoices, credit memos, and other documentation reasonably necessary to verify MFN compliance for the applicable Benchmark Period. Such documentation shall include, without limitation:

(a) copies of all agreements (including master services agreements, statements of work, change orders, amendments, and side letters) between Service Provider and Comparable Customers that were in effect at any time during the Benchmark Period, with customer names and other identifying information (such as addresses and contact persons) redacted; provided, however, that pricing terms, node counts, service scope descriptions, effective dates, and term provisions shall not be redacted;

(b) invoices issued by Service Provider to Comparable Customers for managed network services during the Benchmark Period, with customer names redacted as described in clause (a) above;

(c) records of all discounts, rebates, credits, fee waivers, or other pricing concessions granted to Comparable Customers during the Benchmark Period;

(d) a schedule prepared by Service Provider setting forth, for each Comparable Customer, the number of managed nodes, the aggregate managed network services fees invoiced or contracted during the Benchmark Period, and the resulting Per-Unit Pricing, calculated in accordance with the methodology set forth in Section 1.4 of this Schedule 3; and

(e) such other records and information as the auditor may reasonably request in connection with the audit, subject to Service Provider's right to object on grounds of relevance or undue burden, which objections shall be resolved in accordance with the dispute resolution procedures set forth in Section 6 below.

The auditor shall conduct the audit at Service Provider's offices or through a secure virtual data room maintained by Service Provider, at Service Provider's election. The audit shall be conducted during normal business hours and in a manner designed to minimize disruption to Service Provider's operations.

The auditor shall deliver a written report to both Parties within thirty (30) calendar days of receiving the last of the requested records. The auditor's report shall set forth:

(i) the auditor's determination as to whether an MFN Violation has occurred during the Benchmark Period;

(ii) if an MFN Violation has occurred, the Pricing Differential (expressed as a percentage);

(iii) if an MFN Violation has occurred, the amount of the retroactive credit due to Customer, calculated in accordance with Section 3.2 of this Schedule 3; and

(iv) any qualifications, assumptions, or limitations applicable to the auditor's analysis.

The auditor's report shall comply with the confidentiality requirements set forth in Section 5 below and shall not disclose the identity of or specific pricing terms applicable to any individual Comparable Customer.

4.3 Cost Allocation

If the MFN audit reveals an MFN Violation (i.e., a Pricing Differential exceeding three percent (3%)), Service Provider shall bear the full cost of the audit, including the auditor's professional fees, out-of-pocket expenses, travel costs, and any costs associated with the preparation and maintenance of the virtual data room, if applicable. Service Provider shall reimburse Customer for such costs within thirty (30) calendar days of receipt of an invoice from Customer or directly from the auditor, as Customer may direct.

If the MFN audit does not reveal an MFN Violation (i.e., the Pricing Differential is three percent (3%) or less, or no Pricing Differential exists), Customer shall bear the full cost of the audit, including all fees and expenses of the auditor. In such case, Service Provider shall have no obligation to reimburse Customer for any audit-related costs.

4.4 Cooperation. Service Provider shall cooperate fully and in good faith with any MFN audit conducted pursuant to this Section 4. Service Provider shall designate a senior point of contact to facilitate the audit process, answer the auditor's questions, and coordinate the production of records and documentation. The initial point of contact designated by Service Provider shall be Philip Hargreaves, Chief Financial Officer of Service Provider, or his designee. Service Provider may change the designated point of contact by providing written notice to Customer, provided that the replacement designee shall be a senior officer or director of Service Provider with sufficient authority and access to facilitate the audit process.

Service Provider shall use commercially reasonable efforts to respond to the auditor's requests for information and documentation within the time frames specified in this Section 4. Unreasonable delay, obstruction, or failure to cooperate with the audit by Service Provider — including, without limitation, failure to produce requested records within the fifteen (15) business day period specified in Section 4.2, production of materially incomplete or inaccurate records, or refusal to make the designated point of contact available for reasonable consultation — shall constitute a material breach of this Schedule 3 and of the Agreement, entitling Customer to exercise any and all remedies available under the Agreement, at law, or in equity, including termination of the Agreement for cause.

Section 5 — Confidentiality of MFN Information

All pricing information, contracts, invoices, schedules, records, and other documentation disclosed by Service Provider to Customer or to the independent third-party auditor in connection with an MFN audit conducted pursuant to Section 4 of this Schedule 3, or in connection with a dispute resolution proceeding conducted pursuant to Section 6 of this Schedule 3, shall be treated as Confidential Information of Service Provider under Section 12 (Confidentiality) of the Agreement and the Mutual Non-Disclosure Agreement dated February 22, 2023, between Customer and Service Provider (the "NDA"). To the extent that any provision of this Schedule 3 regarding the treatment of Confidential Information is inconsistent with Section 12 of the Agreement or the NDA, the more restrictive provision shall control.

Customer and the auditor shall use such Confidential Information solely for the purpose of verifying Service Provider's compliance with the MFN pricing commitment set forth in this Schedule 3 and shall not disclose such Confidential Information to any third party, except: (a) as required by applicable law, regulation, or legal process (including a valid subpoena or court order), provided that the disclosing Party shall, to the extent legally permissible, provide Service Provider with prompt written notice of such requirement and cooperate with Service Provider in seeking a protective order or other appropriate remedy; or (b) to Customer's legal counsel and financial advisors on a need-to-know basis, provided that such counsel and advisors are bound by obligations of confidentiality no less restrictive than those set forth in this Section 5.

The auditor's written report delivered to Customer pursuant to Section 4.2 shall disclose only the following information: (i) whether an MFN Violation has occurred during the applicable Benchmark Period; (ii) the Pricing Differential, expressed as a percentage; and (iii) the amount of any retroactive credit due to Customer. The auditor's report shall not disclose the identity of any Comparable Customer, the specific Per-Unit Pricing offered to any individual Comparable Customer, or any other terms of any individual Comparable Customer's agreement with Service Provider. Customer acknowledges and agrees that the protection of Service Provider's customer pricing information is essential to Service Provider's business and that any breach of the confidentiality obligations set forth in this Section 5 could cause irreparable harm to Service Provider for which monetary damages would be an inadequate remedy.

Section 6 — Dispute Resolution for MFN Claims

6.1 Escalation Procedure

In the event of a dispute between the Parties regarding the existence or extent of an MFN Violation, including without limitation disputes regarding the calculation of the Pricing Differential, the amount of any retroactive credit, the applicability of any exclusion under Section 2.3, or the adequacy of Service Provider's cooperation with an MFN audit, the Parties shall first attempt to resolve the dispute through good-faith negotiations between senior representatives of the respective Parties.

The designated senior representative for Customer shall be Deirdre Kwan, VP of Procurement, North America, or her successor or designee. The designated senior representative for Service Provider shall be Philip Hargreaves, Chief Financial Officer, or his successor or designee. Either Party may initiate the escalation procedure by delivering written notice of the dispute to the other Party's designated senior representative, specifying in reasonable detail the nature of the dispute and the relief sought.

The senior representatives shall meet (in person or by videoconference) within ten (10) business days of delivery of the dispute notice and shall use good-faith efforts to resolve the dispute within fifteen (15) business days of the initial meeting. Each Party shall make its designated senior representative available for such meetings and shall provide the other Party with such information as is reasonably necessary to facilitate the resolution of the dispute.

6.2 Independent Expert Determination

If the dispute is not resolved through the senior-level negotiation process described in Section 6.1 within the fifteen (15) business day period specified therein (or such longer period as the Parties may agree in writing), either Party may, by written notice to the other Party, refer the dispute to an independent expert for binding determination.

The independent expert shall be an individual with not fewer than fifteen (15) years of relevant experience in telecommunications pricing, managed services pricing, or information technology outsourcing pricing, and shall not have any current or recent (within the preceding two (2) years) engagement with either Party. The Parties shall jointly select the independent expert within ten (10) business days of the referral notice. If the Parties are unable to agree on the selection of an independent expert within such ten (10) business day period, either Party may request the American Arbitration Association (the "AAA") to appoint the independent expert in accordance with the AAA's procedures for the appointment of neutrals.

The independent expert shall have the authority to review all records and documentation that would be available to an auditor under Section 4.2 of this Schedule 3, and each Party shall cooperate fully with the independent expert's review. The independent expert shall provide each Party with a reasonable opportunity to submit written briefings and supporting documentation, and may, at the expert's discretion, conduct a hearing (in person or by videoconference) at which each Party may present its position.

The independent expert shall render a binding written determination within thirty (30) calendar days of the expert's appointment (or such longer period as the Parties and the expert may agree). The expert's determination shall address:

(a) whether an MFN Violation has occurred during the applicable Benchmark Period;

(b) the Pricing Differential, expressed as a percentage;

(c) the amount of any retroactive credit due to Customer, calculated in accordance with Section 3.2 of this Schedule 3; and

(d) the allocation of the independent expert's fees and expenses, which shall be borne entirely by the non-prevailing Party (i.e., by Service Provider if an MFN Violation is found, or by Customer if no MFN Violation is found).

The independent expert's determination shall be final and binding upon the Parties, absent manifest error or fraud, and shall be enforceable in any court of competent jurisdiction. The Parties agree that the independent expert determination process described in this Section 6.2 is not an arbitration proceeding and is not subject to the Federal Arbitration Act or any state arbitration statute.

6.3 Preservation of Other Remedies

The dispute resolution procedures set forth in this Section 6 are without prejudice to Customer's rights and remedies under the Agreement, including without limitation Customer's right to terminate the Agreement for material breach in accordance with the termination provisions of the Agreement and Customer's right to seek temporary, preliminary, or permanent injunctive relief or other equitable relief in any court of competent jurisdiction without the necessity of first exhausting the escalation and expert determination procedures described above. Nothing in this Section 6 shall limit, restrict, or delay Customer's entitlement to the retroactive credits and prospective price adjustments described in Section 3 above upon a final determination of an MFN Violation.

Section 7 — Interaction with Other Agreement Provisions

The MFN pricing provisions set forth in this Schedule 3 are in addition to, and do not limit, modify, or supersede, the pricing terms set forth in Exhibit C (Pricing Schedule and Fee Structure) to the Agreement, except to the extent that a prospective price adjustment under Section 3.3 of this Schedule 3 results in a modification to Customer's Per-Unit Pricing for Managed Network Services. In such event, the adjusted Per-Unit Pricing shall be deemed to amend Exhibit C for all purposes under the Agreement.

Service credits earned by Customer under Exhibit B (Service Level Agreement) to the Agreement and retroactive MFN credits earned by Customer under this Schedule 3 are cumulative and independently applicable. Customer shall be entitled to receive service credits under Exhibit B and MFN credits under this Schedule 3 with respect to the same period, and the receipt of one type of credit shall not reduce, offset, or otherwise affect Customer's entitlement to the other type of credit. For the avoidance of doubt, service credits issued under Exhibit B shall not reduce the base of Managed Network Services fees from which Customer's Per-Unit Pricing is calculated for MFN comparison purposes; Customer's Per-Unit Pricing shall be calculated based on the fees invoiced prior to the application of any Exhibit B service credits.

In the event of any conflict or inconsistency between the terms of this Schedule 3 and the terms of the body of the Agreement (including the general terms and conditions set forth therein), the terms of this Schedule 3 shall control and prevail with respect to all matters relating to the most favored nation pricing commitment, including the definitions, warranties, audit rights, remedies, confidentiality obligations, and dispute resolution procedures set forth herein. With respect to all other matters, the terms of the body of the Agreement shall control.

Section 8 — Term and Survival

The MFN pricing commitment set forth in this Schedule 3 shall remain in full force and effect for the duration of the initial five (5) year Term of the Agreement, commencing on June 9, 2023 and continuing through June 8, 2028. The MFN pricing commitment shall also remain in full force and effect during any renewal terms of the Agreement, including the two (2) automatic two (2)-year renewal terms provided for in the Agreement (each renewal term commencing automatically upon the expiration of the preceding term, unless either Party provides at least one hundred eighty (180) days' prior written notice of non-renewal to the other Party).

Customer's MFN audit rights under Section 4, Customer's entitlement to retroactive credits under Section 3.2, and the dispute resolution procedures set forth in Section 6 shall survive the expiration or termination of the Agreement (whether by expiration of the Term, termination for cause, termination for convenience, or otherwise) for a period of twelve (12) months following the effective date of such expiration or termination. Such survival shall apply solely with respect to MFN Violations that occurred during the Term (including any renewal terms) and shall not impose any obligation on Service Provider with respect to periods following the expiration or termination of the Agreement. The confidentiality obligations set forth in Section 5 shall survive the expiration or termination of the Agreement in accordance with the survival provisions of Section 12 of the Agreement and the NDA.

Section 9 — Miscellaneous

9.1 Amendment. This Schedule 3 may not be amended, modified, supplemented, or waived except by a written instrument duly executed by authorized representatives of both Parties. No course of dealing, course of performance, or usage of trade shall operate to modify the terms of this Schedule 3. Any purported amendment or modification that is not in compliance with this Section 9.1 shall be null and void and of no force or effect.

9.2 Governing Law. This Schedule 3 shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles or rules that would result in the application of the laws of any other jurisdiction, consistent with Section 18.3 of the Agreement.

9.3 Counterparts. This Schedule 3 may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including by PDF or other electronic format) shall be equally effective as delivery of an original executed counterpart.

9.4 Severability. If any provision of this Schedule 3 is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Schedule 3, and this Schedule 3 shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, provided that the remaining provisions shall be interpreted in a manner that gives effect, to the fullest extent possible, to the Parties' original intent.

9.5 Notices. All notices required or permitted under this Schedule 3 shall be delivered in accordance with the notice provisions set forth in Section 18.1 of the Agreement.

INCORPORATION BY REFERENCE

This Schedule 3 is not separately executed by the Parties. This Schedule 3 is incorporated by reference into the Agreement and was agreed to by the Parties in connection with their execution of the Agreement on June 9, 2023. The signature pages to the Agreement, executed by the authorized representatives of the Parties identified below, constitute the Parties' agreement to be bound by the terms and conditions of this Schedule 3.

Agreement Execution Reference:

Refer to the execution version signature pages of the Master Services Agreement dated June 9, 2023, maintained by each Party's legal department, for original ink or electronic signatures.

[End of Schedule 3 — Most Favored Nation Pricing Terms]

Customer	Service Provider
Entity	Northgate Americas, Inc.	Cedarpoint Systems Integration, Inc.
Authorized Signatory	Warren Liang	Rajiv Sundaram
Title	President	Chief Executive Officer
Date of Execution	June 9, 2023	June 9, 2023

SCHEDULE 3 — MOST FAVORED NATION PRICING TERMS
Schedule 3 to the Master Services Agreement dated June 9, 2023 (the "Agreement")
Parties:
Northgate Americas, Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 400 Park Avenue, 18th Floor, New York, New York 10022 ("Customer")
and
Cedarpoint Systems Integration, Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 2700 Post Oak Boulevard, Suite 1500, Houston, Texas 77056 ("Service Provider")
Customer and Service Provider are each referred to herein individually as a "Party" and collectively as the "Parties."
This Schedule 3 is attached to and forms an integral part of the Agreement. This Schedule 3 sets forth the most favored nation pricing terms applicable to the Managed Network Services provided by Service Provider to Customer under the Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement. In the event of any inconsistency between the defined terms used in this Schedule 3 and those used in the body of the Agreement, the definitions set forth in this Schedule 3 shall govern solely with respect to the subject matter of this Schedule 3.
Section 1 — Definitions
For the purposes of this Schedule 3, the following terms shall have the meanings set forth below:
1.1 "Most Favored Nation" or "MFN" means the pricing commitment undertaken by Service Provider pursuant to this Schedule 3, under which the per-unit pricing charged to Customer for Managed Network Services under the Agreement shall not, at any time during the Term, exceed the lowest per-unit pricing offered by Service Provider to any Comparable Customer during the applicable Benchmark Period. The MFN commitment is intended to ensure that Customer receives pricing for Managed Network Services that is at least as favorable as the pricing made available by Service Provider to any similarly situated customer, taking into account all relevant pricing adjustments, discounts, rebates, credits, and fee waivers, as more fully described in Section 2 below.
1.2 "Comparable Customer" means any customer of Service Provider that contracts for managed network services (including, without limitation, SD-WAN deployment and management, network monitoring, and network operations center ("NOC") services) covering two hundred (200) or more managed nodes under a single master services agreement, enterprise services agreement, or similar umbrella agreement with Service Provider. For the avoidance of doubt, Customer's current network comprises three hundred forty (340) managed nodes deployed across twenty-eight (28) states within the United States and three (3) provinces within Canada, and Customer qualifies as a Comparable Customer under this definition. The determination of whether a customer of Service Provider constitutes a Comparable Customer shall be based on the number of managed nodes contracted for under the applicable agreement at the time of the relevant pricing comparison, without regard to the geographic distribution of such nodes or the industry sector in which the customer operates. A customer that initially contracts for fewer than two hundred (200) managed nodes but subsequently increases its contracted node count to two hundred (200) or more through amendments, change orders, or service expansions shall be deemed a Comparable Customer from the effective date of such increase.
1.3 "Benchmark Period" means the trailing twelve (12) month period immediately preceding the date of any MFN audit request submitted by Customer under Section 4 of this Schedule 3 or, in the case of a self-reported MFN notification by Service Provider under Section 3.4 of this Schedule 3, the trailing twelve (12) month period immediately preceding the date of such notification. Where an MFN compliance review is initiated by Customer, the Benchmark Period shall be identified in Customer's written notice of audit. In no event shall the Benchmark Period extend to any period prior to the Effective Date of the Agreement.
1.4 "Per-Unit Pricing" means the effective per-node, per-month price for Managed Network Services, calculated by dividing the aggregate Managed Network Services fees invoiced (or, in the case of a newly executed agreement with a Comparable Customer, contracted) during the Benchmark Period by the product of (a) the number of managed nodes under the applicable agreement and (b) twelve (12) months.
For purposes of illustration and the establishment of a baseline, the Parties acknowledge and agree that Customer's Per-Unit Pricing as of the Effective Date of the Agreement is calculated as follows:
(a) The Annual Contract Value under the Agreement is Fifteen Million Dollars ($15,000,000).
(b) The Managed Network Services component of the Annual Contract Value is Ten Million Five Hundred Thousand Dollars ($10,500,000), representing seventy percent (70%) of the Annual Contract Value. The remaining thirty percent (30%) of the Annual Contract Value is allocated to ArcMesh platform license and maintenance fees (Three Million Dollars ($3,000,000) per year) and Professional Services fees (One Million Five Hundred Thousand Dollars ($1,500,000) per year), as set forth in Exhibit C (Pricing Schedule and Fee Structure) to the Agreement.
(c) The monthly run-rate for Managed Network Services is Eight Hundred Seventy-Five Thousand Dollars ($875,000) (i.e., $10,500,000 ÷ 12 months).
(d) Customer's Per-Unit Pricing is approximately Two Thousand Five Hundred Seventy-Three Dollars and Fifty-Three Cents ($2,573.53) per node per month (i.e., $875,000 ÷ 340 managed nodes).
For the avoidance of doubt, the MFN pricing comparison established under this Schedule 3 applies exclusively to Managed Network Services fees and does not extend to ArcMesh platform license and maintenance fees (Three Million Dollars ($3,000,000) per year), Professional Services fees (One Million Five Hundred Thousand Dollars ($1,500,000) per year), or any other fees or charges that are not within the scope of Managed Network Services as defined in the Agreement and Exhibit A (Statement of Work) thereto.
When calculating Per-Unit Pricing for a Comparable Customer, the same methodology shall be applied: aggregate fees attributable to managed network services (as reasonably determined by the auditor or independent expert, as applicable) shall be divided by the product of the number of managed nodes and the number of months in the applicable Benchmark Period. Where a Comparable Customer's agreement does not clearly delineate managed network services fees from other fees, Service Provider shall allocate fees on a reasonable and consistent basis, subject to review and verification by the auditor or independent expert.
1.5 "Pricing Differential" means the percentage by which Customer's Per-Unit Pricing exceeds the lowest Per-Unit Pricing offered by Service Provider to any Comparable Customer during the applicable Benchmark Period, calculated as follows:
Pricing Differential = ((Customer Per-Unit Pricing – Lowest Comparable Customer Per-Unit Pricing) ÷ Lowest Comparable Customer Per-Unit Pricing) × 100
A positive Pricing Differential indicates that Customer's Per-Unit Pricing is higher than the lowest Comparable Customer Per-Unit Pricing. A Pricing Differential of zero or a negative value indicates that Customer's Per-Unit Pricing is equal to or lower than the lowest Comparable Customer Per-Unit Pricing and that no MFN Violation exists.
1.6 "MFN Violation" means a determination, whether through an MFN audit conducted pursuant to Section 4 of this Schedule 3, a self-report by Service Provider pursuant to Section 3.4 of this Schedule 3, or a determination rendered through the dispute resolution procedures set forth in Section 6 of this Schedule 3, that the Pricing Differential exceeds three percent (3%). For the avoidance of doubt, a Pricing Differential of three percent (3%) or less shall not constitute an MFN Violation.
Section 2 — Most Favored Nation Pricing Commitment
2.1 MFN Warranty
Service Provider hereby warrants and covenants that, throughout the entire Term of the Agreement — including the initial term commencing on June 9, 2023 and continuing through June 8, 2028, and any and all renewal terms thereafter — the Per-Unit Pricing charged to Customer for Managed Network Services shall not exceed the lowest Per-Unit Pricing offered by Service Provider to any Comparable Customer. This warranty constitutes a material inducement for Customer's entry into the Agreement, and Service Provider acknowledges that Customer is relying upon this warranty in connection with Customer's commitment to the Annual Contract Value and the Term of the Agreement.
The MFN warranty set forth in this Section 2.1 is a continuing obligation of Service Provider and shall apply to Per-Unit Pricing established in: (a) new master services agreements, enterprise services agreements, or similar umbrella agreements entered into by Service Provider with Comparable Customers during the Term; (b) renewals or extensions of existing agreements between Service Provider and Comparable Customers; (c) amendments, supplements, or modifications to existing agreements between Service Provider and Comparable Customers; and (d) change orders, statements of work, or other ordering documents executed under existing agreements between Service Provider and Comparable Customers, in each case to the extent that such agreements, renewals, amendments, or change orders establish or modify Per-Unit Pricing for managed network services covering two hundred (200) or more managed nodes.
Service Provider further warrants that, as of the Effective Date of the Agreement, Customer's Per-Unit Pricing is no higher than the lowest Per-Unit Pricing then being offered by Service Provider to any Comparable Customer. To Service Provider's knowledge, as of the Effective Date, no agreement between Service Provider and a Comparable Customer provides for Per-Unit Pricing that would result in a Pricing Differential in excess of three percent (3%).
2.2 Scope of Comparison
The MFN comparison required under this Schedule 3 shall take into account all forms of pricing adjustments, discounts, rebates, credits, and fee waivers offered by Service Provider to Comparable Customers, whether or not such adjustments, discounts, rebates, credits, or fee waivers are characterized as promotional pricing, introductory pricing, volume-based pricing, loyalty pricing, early-payment discounts, referral credits, or any other form of pricing concession. The purpose of this provision is to ensure that the MFN comparison reflects the true effective Per-Unit Pricing received by each Comparable Customer, and not merely the stated or list pricing.
Without limiting the generality of the foregoing, Service Provider shall not circumvent or undermine the MFN commitment set forth in this Schedule 3 through any of the following means:
(a) Unbundling, rebundling, or restructuring service components in a manner that artificially reduces the apparent Per-Unit Pricing offered to a Comparable Customer while delivering substantially similar services to those provided to Customer under the Agreement;
(b) Offering a Comparable Customer supplemental services, enhanced service levels, or additional features at no charge or at below-market rates, thereby effectively reducing the Comparable Customer's total cost of managed network services without a corresponding reduction in the stated Per-Unit Pricing;
(c) Providing equity, revenue-sharing arrangements, marketing development funds, or other non-cash consideration to a Comparable Customer that has the effect of reducing the Comparable Customer's effective Per-Unit Pricing below that charged to Customer;
(d) Entering into side letters, verbal agreements, or informal arrangements with a Comparable Customer that reduce the Comparable Customer's effective Per-Unit Pricing but are not reflected in the primary agreement between Service Provider and such Comparable Customer; or
(e) Establishing pricing structures with a Comparable Customer that are designed or intended to avoid triggering the MFN protections set forth in this Schedule 3.
In the event that Service Provider offers a Comparable Customer a pricing structure that differs materially from the per-node, per-month structure used to calculate Per-Unit Pricing under this Schedule 3 (for example, a fixed-fee arrangement, a consumption-based model, or a tiered pricing structure), the Per-Unit Pricing for such Comparable Customer shall be calculated by converting the alternative pricing structure into an equivalent per-node, per-month figure using the methodology set forth in Section 1.4 above.
2.3 Exclusions.  Notwithstanding the foregoing, the MFN pricing commitment set forth in this Schedule 3 shall not apply to the following:
(a) One-Time Implementation and Migration Fees. One-time implementation fees, migration fees, or project-based fees charged by Service Provider to other customers in connection with the initial deployment, configuration, or migration of managed network services, to the extent that such fees are genuinely non-recurring and are not structured to subsidize or reduce the ongoing Per-Unit Pricing for Managed Network Services;
(b) Out-of-Scope Services. Pricing for services that are not included within the definition of Managed Network Services under the Agreement, including but not limited to cybersecurity consulting, application development, data analytics, or other professional services that are distinct from the managed network services described in Exhibit A (Statement of Work) to the Agreement;
(c) Government and Public-Sector Contracts. Pricing under contracts with federal, state, provincial, or local government agencies or other public-sector entities where the pricing is mandated, regulated, or constrained by applicable procurement regulations, government-wide acquisition contracts (GWACs), blanket purchase agreements (BPAs), or similar procurement vehicles, provided that Service Provider shall bear the burden of demonstrating that the relevant pricing is in fact so mandated or constrained; and
(d) Dispute Settlements. Pricing concessions or credits offered by Service Provider to a Comparable Customer under a bona fide settlement of a dispute, claim, or legal proceeding between Service Provider and such Comparable Customer, provided that such settlement was entered into in good faith and not for the purpose of circumventing the MFN commitment set forth in this Schedule 3. Service Provider shall, upon Customer's reasonable request, certify in writing that any pricing concession excluded under this clause (d) was made in connection with a bona fide dispute settlement.
Service Provider shall have the burden of proving the applicability of any exclusion set forth in this Section 2.3 in connection with any MFN audit or dispute.
Section 3 — Pricing Differential Trigger and Remedies
3.1 Pricing Differential Threshold
An MFN Violation shall be deemed to have occurred when the Pricing Differential, as calculated in accordance with Section 1.5 of this Schedule 3, exceeds three percent (3%). That is, an MFN Violation exists when Customer's Per-Unit Pricing is more than three percent (3%) higher than the lowest Per-Unit Pricing offered by Service Provider to any Comparable Customer during the applicable Benchmark Period.
A Pricing Differential of three percent (3%) or less shall not constitute an MFN Violation, and no retroactive credit, prospective price adjustment, or other remedy shall be required or owed by Service Provider to Customer in respect of such Pricing Differential. The three percent (3%) threshold is intended to account for minor variations in service scope, configuration complexity, and contract structure that may reasonably result in de minimis pricing differences among customers.
3.2 Retroactive Credit
Upon the determination of an MFN Violation — whether through an MFN audit conducted pursuant to Section 4, a self-report by Service Provider pursuant to Section 3.4, or a determination rendered through the dispute resolution procedures set forth in Section 6 — Service Provider shall issue a retroactive credit to Customer within forty-five (45) calendar days of the date of such determination. For purposes of this Section 3.2, the "date of determination" shall mean: (i) the date of delivery of the auditor's written report finding an MFN Violation, (ii) the date of Service Provider's self-report notification, or (iii) the date of the independent expert's binding determination, as applicable.
The retroactive credit shall be calculated as the difference between:
(a) the aggregate Managed Network Services fees actually paid by Customer during the applicable Benchmark Period; and
(b) the aggregate Managed Network Services fees that would have been payable by Customer during the same Benchmark Period had Customer been charged the lowest Comparable Customer Per-Unit Pricing identified during the audit or review.
For purposes of illustration, if the lowest Comparable Customer Per-Unit Pricing during a Benchmark Period were determined to be $2,400.00 per node per month, and Customer's Per-Unit Pricing during the same period were $2,573.53 per node per month (a Pricing Differential of approximately 7.23%), the retroactive credit would be calculated as follows:
•  Customer's actual aggregate fees for the Benchmark Period: $2,573.53 × 340 nodes × 12 months = $10,500,006.24 (rounded to $10,500,000 per the Agreement)
•  Fees that would have been payable at lowest Comparable Customer pricing: $2,400.00 × 340 nodes × 12 months = $9,792,000.00
•  Retroactive credit due: $10,500,000.00 – $9,792,000.00 = $708,000.00
All retroactive credits due under this Section 3.2 shall, at Customer's election, be either: (i) applied as a credit against future invoices for Managed Network Services or other services under the Agreement, in which case such credits shall be applied beginning with the first invoice issued after the expiration of the forty-five (45) day period, or (ii) refunded to Customer in cash by wire transfer to an account designated by Customer, such refund to be made within thirty (30) calendar days following Customer's written request for a cash refund. Customer may exercise its election by providing written notice to Service Provider at any time prior to the application of the credit to an invoice.
Interest shall accrue on any retroactive credit amount that is not paid or applied within the time periods specified above at a rate equal to the lesser of (x) one and one-half percent (1.5%) per month and (y) the maximum rate permitted by applicable law, calculated from the date on which the credit was due until the date on which it is paid or applied in full.
3.3 Prospective Price Adjustment
In addition to the retroactive credit set forth in Section 3.2 above, upon the determination of an MFN Violation, Service Provider shall adjust Customer's Per-Unit Pricing on a going-forward basis to match the lowest Comparable Customer Per-Unit Pricing identified during the applicable MFN audit, self-report, or dispute resolution proceeding. Such prospective price adjustment shall be implemented by Service Provider within thirty (30) calendar days of the date of determination of the MFN Violation and shall be reflected in all invoices issued by Service Provider to Customer on and after the effective date of the adjustment.
The adjusted Per-Unit Pricing established under this Section 3.3 shall remain in effect until the earlier of: (a) the expiration of the then-current Term (including any renewal term) of the Agreement, or (b) a subsequent MFN audit or review conducted pursuant to this Schedule 3 that results in a further downward adjustment to Customer's Per-Unit Pricing. For the avoidance of doubt, a prospective price adjustment under this Section 3.3 shall not be subject to upward revision during the then-current Term, even if the lowest Comparable Customer Per-Unit Pricing subsequently increases.
Service Provider shall execute and deliver to Customer, promptly following any prospective price adjustment under this Section 3.3, an amendment or change order to the Agreement reflecting the adjusted pricing, in form and substance reasonably satisfactory to Customer. Failure by Service Provider to execute such amendment or change order shall not affect the effectiveness of the prospective price adjustment, which shall be binding upon Service Provider from the date specified in this Section 3.3.
3.4 Notification Obligation
Service Provider shall have an affirmative and continuing obligation to promptly notify Customer if Service Provider becomes aware, at any time during the Term, that it has entered into any agreement, amendment, renewal, change order, or other arrangement with a Comparable Customer at Per-Unit Pricing that would result in a Pricing Differential exceeding three percent (3%). Such notification shall be provided to Customer in writing (by email to Customer's VP of Procurement, North America, or such other contact as Customer may designate in writing from time to time) within fifteen (15) business days of the date on which Service Provider first becomes aware of the triggering event.
The notification required under this Section 3.4 shall include the following information, subject to the confidentiality protections set forth in Section 5 below:
(a) the date on which Service Provider entered into the agreement, amendment, renewal, change order, or other arrangement giving rise to the notification obligation;
(b) the number of managed nodes covered by the Comparable Customer's agreement;
(c) the Per-Unit Pricing applicable to the Comparable Customer (with the Comparable Customer's identity redacted);
(d) the resulting Pricing Differential;
(e) Service Provider's proposed timeline for issuing the retroactive credit and implementing the prospective price adjustment required under Sections 3.2 and 3.3 above; and
(f) any additional information reasonably necessary to enable Customer to verify the Pricing Differential and the amounts owed.
Failure by Service Provider to provide the notification required under this Section 3.4 within the specified time period shall not excuse Service Provider from its obligation to issue retroactive credits and implement prospective price adjustments under Sections 3.2 and 3.3 above, and shall be considered a factor in any subsequent dispute regarding the timeliness of Service Provider's compliance with its MFN obligations.
Section 4 — Audit Rights
4.1 Annual Audit Right
Customer shall have the right to conduct an MFN compliance audit not more than once per calendar year during the Term and, subject to Section 8 below, for a period of twelve (12) months following the expiration or termination of the Agreement. The MFN audit right is in addition to, and does not limit or replace, any general audit rights granted to Customer under the Agreement.
Customer shall provide Service Provider at least thirty (30) calendar days' prior written notice of its intent to conduct an MFN audit. Such notice shall specify: (a) the Benchmark Period to be audited, (b) the identity of the proposed independent third-party auditor, and (c) the anticipated commencement date of the audit. Service Provider shall have ten (10) business days from receipt of such notice to object to the proposed auditor, provided that such objection must be reasonable and in good faith. If Service Provider objects to the proposed auditor, the Parties shall use commercially reasonable efforts to agree on an alternative auditor within ten (10) business days of Service Provider's objection.
4.2 Audit Procedures
The MFN audit shall be conducted by an independent third-party auditor selected by Customer and reasonably acceptable to Service Provider. The auditor shall be a nationally or regionally recognized accounting firm or consulting firm with relevant experience in information technology services pricing and telecommunications engagements. Neither Party's external auditors (currently, for Customer, Severin Beck CPAs LLP, and for Service Provider, Penrose Firth CPAs LLP) shall serve as the MFN auditor absent the written consent of both Parties.
Prior to commencing the audit, the auditor shall execute a confidentiality agreement in form and substance reasonably satisfactory to Service Provider, which shall include provisions restricting the auditor's use and disclosure of Service Provider's Confidential Information in a manner consistent with Section 5 of this Schedule 3.
Within fifteen (15) business days of the audit commencement date specified in Customer's notice (or, if later, fifteen (15) business days after the auditor has executed the required confidentiality agreement), Service Provider shall make available to the auditor all records, contracts, pricing schedules, rate cards, invoices, credit memos, and other documentation reasonably necessary to verify MFN compliance for the applicable Benchmark Period. Such documentation shall include, without limitation:
(a) copies of all agreements (including master services agreements, statements of work, change orders, amendments, and side letters) between Service Provider and Comparable Customers that were in effect at any time during the Benchmark Period, with customer names and other identifying information (such as addresses and contact persons) redacted; provided, however, that pricing terms, node counts, service scope descriptions, effective dates, and term provisions shall not be redacted;
(b) invoices issued by Service Provider to Comparable Customers for managed network services during the Benchmark Period, with customer names redacted as described in clause (a) above;
(c) records of all discounts, rebates, credits, fee waivers, or other pricing concessions granted to Comparable Customers during the Benchmark Period;
(d) a schedule prepared by Service Provider setting forth, for each Comparable Customer, the number of managed nodes, the aggregate managed network services fees invoiced or contracted during the Benchmark Period, and the resulting Per-Unit Pricing, calculated in accordance with the methodology set forth in Section 1.4 of this Schedule 3; and
(e) such other records and information as the auditor may reasonably request in connection with the audit, subject to Service Provider's right to object on grounds of relevance or undue burden, which objections shall be resolved in accordance with the dispute resolution procedures set forth in Section 6 below.
The auditor shall conduct the audit at Service Provider's offices or through a secure virtual data room maintained by Service Provider, at Service Provider's election. The audit shall be conducted during normal business hours and in a manner designed to minimize disruption to Service Provider's operations.
The auditor shall deliver a written report to both Parties within thirty (30) calendar days of receiving the last of the requested records. The auditor's report shall set forth:
(i) the auditor's determination as to whether an MFN Violation has occurred during the Benchmark Period;
(ii) if an MFN Violation has occurred, the Pricing Differential (expressed as a percentage);
(iii) if an MFN Violation has occurred, the amount of the retroactive credit due to Customer, calculated in accordance with Section 3.2 of this Schedule 3; and
(iv) any qualifications, assumptions, or limitations applicable to the auditor's analysis.
The auditor's report shall comply with the confidentiality requirements set forth in Section 5 below and shall not disclose the identity of or specific pricing terms applicable to any individual Comparable Customer.
4.3 Cost Allocation
If the MFN audit reveals an MFN Violation (i.e., a Pricing Differential exceeding three percent (3%)), Service Provider shall bear the full cost of the audit, including the auditor's professional fees, out-of-pocket expenses, travel costs, and any costs associated with the preparation and maintenance of the virtual data room, if applicable. Service Provider shall reimburse Customer for such costs within thirty (30) calendar days of receipt of an invoice from Customer or directly from the auditor, as Customer may direct.
If the MFN audit does not reveal an MFN Violation (i.e., the Pricing Differential is three percent (3%) or less, or no Pricing Differential exists), Customer shall bear the full cost of the audit, including all fees and expenses of the auditor. In such case, Service Provider shall have no obligation to reimburse Customer for any audit-related costs.
4.4 Cooperation.  Service Provider shall cooperate fully and in good faith with any MFN audit conducted pursuant to this Section 4. Service Provider shall designate a senior point of contact to facilitate the audit process, answer the auditor's questions, and coordinate the production of records and documentation. The initial point of contact designated by Service Provider shall be Philip Hargreaves, Chief Financial Officer of Service Provider, or his designee. Service Provider may change the designated point of contact by providing written notice to Customer, provided that the replacement designee shall be a senior officer or director of Service Provider with sufficient authority and access to facilitate the audit process.
Service Provider shall use commercially reasonable efforts to respond to the auditor's requests for information and documentation within the time frames specified in this Section 4. Unreasonable delay, obstruction, or failure to cooperate with the audit by Service Provider — including, without limitation, failure to produce requested records within the fifteen (15) business day period specified in Section 4.2, production of materially incomplete or inaccurate records, or refusal to make the designated point of contact available for reasonable consultation — shall constitute a material breach of this Schedule 3 and of the Agreement, entitling Customer to exercise any and all remedies available under the Agreement, at law, or in equity, including termination of the Agreement for cause.
Section 5 — Confidentiality of MFN Information
All pricing information, contracts, invoices, schedules, records, and other documentation disclosed by Service Provider to Customer or to the independent third-party auditor in connection with an MFN audit conducted pursuant to Section 4 of this Schedule 3, or in connection with a dispute resolution proceeding conducted pursuant to Section 6 of this Schedule 3, shall be treated as Confidential Information of Service Provider under Section 12 (Confidentiality) of the Agreement and the Mutual Non-Disclosure Agreement dated February 22, 2023, between Customer and Service Provider (the "NDA"). To the extent that any provision of this Schedule 3 regarding the treatment of Confidential Information is inconsistent with Section 12 of the Agreement or the NDA, the more restrictive provision shall control.
Customer and the auditor shall use such Confidential Information solely for the purpose of verifying Service Provider's compliance with the MFN pricing commitment set forth in this Schedule 3 and shall not disclose such Confidential Information to any third party, except: (a) as required by applicable law, regulation, or legal process (including a valid subpoena or court order), provided that the disclosing Party shall, to the extent legally permissible, provide Service Provider with prompt written notice of such requirement and cooperate with Service Provider in seeking a protective order or other appropriate remedy; or (b) to Customer's legal counsel and financial advisors on a need-to-know basis, provided that such counsel and advisors are bound by obligations of confidentiality no less restrictive than those set forth in this Section 5.
The auditor's written report delivered to Customer pursuant to Section 4.2 shall disclose only the following information: (i) whether an MFN Violation has occurred during the applicable Benchmark Period; (ii) the Pricing Differential, expressed as a percentage; and (iii) the amount of any retroactive credit due to Customer. The auditor's report shall not disclose the identity of any Comparable Customer, the specific Per-Unit Pricing offered to any individual Comparable Customer, or any other terms of any individual Comparable Customer's agreement with Service Provider. Customer acknowledges and agrees that the protection of Service Provider's customer pricing information is essential to Service Provider's business and that any breach of the confidentiality obligations set forth in this Section 5 could cause irreparable harm to Service Provider for which monetary damages would be an inadequate remedy.
Section 6 — Dispute Resolution for MFN Claims
6.1 Escalation Procedure
In the event of a dispute between the Parties regarding the existence or extent of an MFN Violation, including without limitation disputes regarding the calculation of the Pricing Differential, the amount of any retroactive credit, the applicability of any exclusion under Section 2.3, or the adequacy of Service Provider's cooperation with an MFN audit, the Parties shall first attempt to resolve the dispute through good-faith negotiations between senior representatives of the respective Parties.
The designated senior representative for Customer shall be Deirdre Kwan, VP of Procurement, North America, or her successor or designee. The designated senior representative for Service Provider shall be Philip Hargreaves, Chief Financial Officer, or his successor or designee. Either Party may initiate the escalation procedure by delivering written notice of the dispute to the other Party's designated senior representative, specifying in reasonable detail the nature of the dispute and the relief sought.
The senior representatives shall meet (in person or by videoconference) within ten (10) business days of delivery of the dispute notice and shall use good-faith efforts to resolve the dispute within fifteen (15) business days of the initial meeting. Each Party shall make its designated senior representative available for such meetings and shall provide the other Party with such information as is reasonably necessary to facilitate the resolution of the dispute.
6.2 Independent Expert Determination
If the dispute is not resolved through the senior-level negotiation process described in Section 6.1 within the fifteen (15) business day period specified therein (or such longer period as the Parties may agree in writing), either Party may, by written notice to the other Party, refer the dispute to an independent expert for binding determination.
The independent expert shall be an individual with not fewer than fifteen (15) years of relevant experience in telecommunications pricing, managed services pricing, or information technology outsourcing pricing, and shall not have any current or recent (within the preceding two (2) years) engagement with either Party. The Parties shall jointly select the independent expert within ten (10) business days of the referral notice. If the Parties are unable to agree on the selection of an independent expert within such ten (10) business day period, either Party may request the American Arbitration Association (the "AAA") to appoint the independent expert in accordance with the AAA's procedures for the appointment of neutrals.
The independent expert shall have the authority to review all records and documentation that would be available to an auditor under Section 4.2 of this Schedule 3, and each Party shall cooperate fully with the independent expert's review. The independent expert shall provide each Party with a reasonable opportunity to submit written briefings and supporting documentation, and may, at the expert's discretion, conduct a hearing (in person or by videoconference) at which each Party may present its position.
The independent expert shall render a binding written determination within thirty (30) calendar days of the expert's appointment (or such longer period as the Parties and the expert may agree). The expert's determination shall address:
(a) whether an MFN Violation has occurred during the applicable Benchmark Period;
(b) the Pricing Differential, expressed as a percentage;
(c) the amount of any retroactive credit due to Customer, calculated in accordance with Section 3.2 of this Schedule 3; and
(d) the allocation of the independent expert's fees and expenses, which shall be borne entirely by the non-prevailing Party (i.e., by Service Provider if an MFN Violation is found, or by Customer if no MFN Violation is found).
The independent expert's determination shall be final and binding upon the Parties, absent manifest error or fraud, and shall be enforceable in any court of competent jurisdiction. The Parties agree that the independent expert determination process described in this Section 6.2 is not an arbitration proceeding and is not subject to the Federal Arbitration Act or any state arbitration statute.
6.3 Preservation of Other Remedies
The dispute resolution procedures set forth in this Section 6 are without prejudice to Customer's rights and remedies under the Agreement, including without limitation Customer's right to terminate the Agreement for material breach in accordance with the termination provisions of the Agreement and Customer's right to seek temporary, preliminary, or permanent injunctive relief or other equitable relief in any court of competent jurisdiction without the necessity of first exhausting the escalation and expert determination procedures described above. Nothing in this Section 6 shall limit, restrict, or delay Customer's entitlement to the retroactive credits and prospective price adjustments described in Section 3 above upon a final determination of an MFN Violation.
Section 7 — Interaction with Other Agreement Provisions
The MFN pricing provisions set forth in this Schedule 3 are in addition to, and do not limit, modify, or supersede, the pricing terms set forth in Exhibit C (Pricing Schedule and Fee Structure) to the Agreement, except to the extent that a prospective price adjustment under Section 3.3 of this Schedule 3 results in a modification to Customer's Per-Unit Pricing for Managed Network Services. In such event, the adjusted Per-Unit Pricing shall be deemed to amend Exhibit C for all purposes under the Agreement.
Service credits earned by Customer under Exhibit B (Service Level Agreement) to the Agreement and retroactive MFN credits earned by Customer under this Schedule 3 are cumulative and independently applicable. Customer shall be entitled to receive service credits under Exhibit B and MFN credits under this Schedule 3 with respect to the same period, and the receipt of one type of credit shall not reduce, offset, or otherwise affect Customer's entitlement to the other type of credit. For the avoidance of doubt, service credits issued under Exhibit B shall not reduce the base of Managed Network Services fees from which Customer's Per-Unit Pricing is calculated for MFN comparison purposes; Customer's Per-Unit Pricing shall be calculated based on the fees invoiced prior to the application of any Exhibit B service credits.
In the event of any conflict or inconsistency between the terms of this Schedule 3 and the terms of the body of the Agreement (including the general terms and conditions set forth therein), the terms of this Schedule 3 shall control and prevail with respect to all matters relating to the most favored nation pricing commitment, including the definitions, warranties, audit rights, remedies, confidentiality obligations, and dispute resolution procedures set forth herein. With respect to all other matters, the terms of the body of the Agreement shall control.
Section 8 — Term and Survival
The MFN pricing commitment set forth in this Schedule 3 shall remain in full force and effect for the duration of the initial five (5) year Term of the Agreement, commencing on June 9, 2023 and continuing through June 8, 2028. The MFN pricing commitment shall also remain in full force and effect during any renewal terms of the Agreement, including the two (2) automatic two (2)-year renewal terms provided for in the Agreement (each renewal term commencing automatically upon the expiration of the preceding term, unless either Party provides at least one hundred eighty (180) days' prior written notice of non-renewal to the other Party).
Customer's MFN audit rights under Section 4, Customer's entitlement to retroactive credits under Section 3.2, and the dispute resolution procedures set forth in Section 6 shall survive the expiration or termination of the Agreement (whether by expiration of the Term, termination for cause, termination for convenience, or otherwise) for a period of twelve (12) months following the effective date of such expiration or termination. Such survival shall apply solely with respect to MFN Violations that occurred during the Term (including any renewal terms) and shall not impose any obligation on Service Provider with respect to periods following the expiration or termination of the Agreement. The confidentiality obligations set forth in Section 5 shall survive the expiration or termination of the Agreement in accordance with the survival provisions of Section 12 of the Agreement and the NDA.
Section 9 — Miscellaneous
9.1 Amendment. This Schedule 3 may not be amended, modified, supplemented, or waived except by a written instrument duly executed by authorized representatives of both Parties. No course of dealing, course of performance, or usage of trade shall operate to modify the terms of this Schedule 3. Any purported amendment or modification that is not in compliance with this Section 9.1 shall be null and void and of no force or effect.
9.2 Governing Law. This Schedule 3 shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles or rules that would result in the application of the laws of any other jurisdiction, consistent with Section 18.3 of the Agreement.
9.3 Counterparts. This Schedule 3 may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including by PDF or other electronic format) shall be equally effective as delivery of an original executed counterpart.
9.4 Severability. If any provision of this Schedule 3 is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Schedule 3, and this Schedule 3 shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, provided that the remaining provisions shall be interpreted in a manner that gives effect, to the fullest extent possible, to the Parties' original intent.
9.5 Notices. All notices required or permitted under this Schedule 3 shall be delivered in accordance with the notice provisions set forth in Section 18.1 of the Agreement.
INCORPORATION BY REFERENCE
This Schedule 3 is not separately executed by the Parties. This Schedule 3 is incorporated by reference into the Agreement and was agreed to by the Parties in connection with their execution of the Agreement on June 9, 2023. The signature pages to the Agreement, executed by the authorized representatives of the Parties identified below, constitute the Parties' agreement to be bound by the terms and conditions of this Schedule 3.
Agreement Execution Reference:
Refer to the execution version signature pages of the Master Services Agreement dated June 9, 2023, maintained by each Party's legal department, for original ink or electronic signatures.
[End of Schedule 3 — Most Favored Nation Pricing Terms]
Customer | Service Provider
Entity | Northgate Americas, Inc. | Cedarpoint Systems Integration, Inc.
Authorized Signatory | Warren Liang | Rajiv Sundaram
Title | President | Chief Executive Officer
Date of Execution | June 9, 2023 | June 9, 2023

SCHEDULE 3 — MOST FAVORED NATION PRICING TERMS

INCORPORATION BY REFERENCE

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