# MASTER SERVICES AGREEMENT

**This Master Services Agreement** (this "**Agreement**") is entered into and made effective as of **February 1, 2025** (the "**Effective Date**") by and between:

- **Northwind Logistics Software, Inc.**, a Delaware corporation with its principal place of business at 250 Marconi Boulevard, Suite 400, Columbus, OH 43215, Columbus, Ohio 43215 ("**Provider**" or "**Northwind**"); and
- **Harbor Foods Distribution, LLC**, a Texas limited liability company with its principal place of business at 4400 Gulf Freeway, Houston, Texas 77023 ("**Customer**").

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

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## RECITALS

**WHEREAS**, Provider develops, hosts, and licenses cloud-based freight-management and transportation-orchestration software (the "**Platform**") for shippers and third-party logistics providers; and

**WHEREAS**, Customer desires to subscribe to and use the Platform, and Provider desires to provide access to the Platform and related services, in each case subject to the terms and conditions of this Agreement;

**NOW, THEREFORE**, in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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## 1. DEFINITIONS

1.1. "**Affiliate**" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where "control" means ownership of more than fifty percent (50%) of the voting equity interests of such entity.

1.2. "**Authorized Users**" means Customer's employees, agents, and contractors who are authorized by Customer to access and use the Platform on Customer's behalf.

1.3. "**Confidential Information**" means all non-public information disclosed by one Party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

1.4. "**Documentation**" means the user guides, technical specifications, and operating manuals for the Platform made generally available by Provider.

1.5. "**Order Form**" means an ordering document executed by the Parties referencing this Agreement and specifying the Subscription Services, fees, and term.

1.6. "**Prepaid Fees**" means any Subscription Fees that have been invoiced and paid by Customer in advance of the period of service to which such fees relate.

1.7. "**Subscription Services**" means Customer's access to and use of the Platform and the related hosting, support, and maintenance services described herein and in any applicable Order Form.

1.8. "**Subscription Term**" has the meaning set forth in Section 9.1.

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## 2. SUBSCRIPTION SERVICES

2.1. **Grant of Access.** Subject to the terms and conditions of this Agreement and Customer's payment of all applicable fees, Provider hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Platform solely for Customer's internal business operations.

2.2. **Scope.** The Subscription Services include cloud freight-management, load-tendering, carrier-management, and transportation-orchestration functionality, together with the route-optimization module, as more particularly described in the Documentation.

2.3. **Service Levels.** Provider shall use commercially reasonable efforts to make the Platform available at least 99.5% of the time, measured monthly, excluding scheduled maintenance and force-majeure events, in accordance with **Exhibit A (Service Level Agreement)**.

2.4. **Support.** Provider shall provide standard email and telephone support during Provider's standard business hours (8:00 a.m. to 8:00 p.m. U.S. Eastern Time, Monday through Friday, excluding U.S. federal holidays).

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## 3. FEES AND PAYMENT

3.1. **Annual Subscription Fee.** In consideration for the Subscription Services, Customer shall pay Provider an annual subscription fee of **Six Million Eight Hundred Thousand U.S. Dollars (US$6,800,000)** (the "**Annual Fee**") for each twelve (12)-month period of the Subscription Term.

3.2. **Invoicing.** Provider shall invoice the Annual Fee annually in advance, with the first invoice issued on the Effective Date and each subsequent invoice issued not less than thirty (30) days prior to each annual renewal date.

3.3. **Payment Terms.** Customer shall pay all undisputed amounts within thirty (30) days of the date of the applicable invoice (net-30). All fees are stated in, and shall be paid in, U.S. Dollars.

3.4. **Taxes.** Fees are exclusive of all sales, use, value-added, and similar taxes, which shall be the responsibility of Customer, excluding taxes based on Provider's net income.

3.5. **Late Payment.** Undisputed amounts not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law.

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## 4. CUSTOMER OBLIGATIONS

4.1. Customer shall (a) be responsible for Authorized Users' compliance with this Agreement; (b) use the Platform in accordance with the Documentation and all applicable laws; and (c) maintain the confidentiality of all access credentials.

4.2. Customer shall not (a) reverse-engineer, decompile, or disassemble the Platform; (b) resell or commercially exploit the Platform other than as expressly permitted herein; or (c) use the Platform to build a competing product or service.

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## 5. DATA AND SECURITY

5.1. **Customer Data.** As between the Parties, Customer retains all right, title, and interest in and to all data submitted by Customer to the Platform ("**Customer Data**"). Customer grants Provider a limited license to host, process, and use Customer Data solely to provide and improve the Subscription Services.

5.2. **Security.** Provider shall maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security and confidentiality of Customer Data, consistent with industry standards for SaaS providers.

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## 6. INTELLECTUAL PROPERTY

6.1. Provider and its licensors retain all right, title, and interest in and to the Platform, the Documentation, and all related intellectual property, including all enhancements, modifications, and derivative works thereof.

6.2. Except for the limited rights expressly granted herein, no rights are granted to Customer by implication, estoppel, or otherwise.

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## 7. CONFIDENTIALITY

7.1. Each Party shall (a) hold the other Party's Confidential Information in strict confidence; (b) not disclose such Confidential Information to any third party except to those of its personnel and advisors with a need to know; and (c) use such Confidential Information solely to perform its obligations and exercise its rights under this Agreement.

7.2. The obligations in this Section 7 shall survive for three (3) years following termination or expiration of this Agreement, except that obligations with respect to trade secrets shall survive for so long as such information remains a trade secret under applicable law.

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## 8. WARRANTIES AND DISCLAIMERS

8.1. Each Party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement.

8.2. Provider warrants that the Platform will perform materially in accordance with the Documentation during the Subscription Term.

8.3. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PLATFORM IS PROVIDED "AS IS," AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

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## 9. TERM AND RENEWAL

9.1. **Initial Term.** This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with its terms, shall continue for an initial term of one (1) year (the "**Initial Term**").

9.2. **Automatic Renewal.** Upon expiration of the Initial Term, this Agreement shall automatically renew for successive additional one (1)-year periods (each, a "**Renewal Term**," and together with the Initial Term, the "**Subscription Term**"), unless either Party provides written notice of non-renewal to the other Party not less than sixty (60) days prior to the end of the then-current term.

9.3. **Fee Adjustment on Renewal.** The Annual Fee for any Renewal Term shall remain as set forth in Section 3.1 unless otherwise agreed by the Parties in writing not less than sixty (60) days prior to the commencement of such Renewal Term.

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## 10. TERMINATION

10.1. **Termination for Cause.** Either Party may terminate this Agreement upon thirty (30) days' prior written notice if the other Party materially breaches this Agreement and fails to cure such breach within such thirty (30)-day period.

10.2. **Termination for Insolvency.** Either Party may terminate this Agreement immediately upon written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of a bankruptcy or similar proceeding that is not dismissed within sixty (60) days.

10.3. **Effect of Termination.** Upon any termination or expiration of this Agreement, Customer's right to access and use the Platform shall immediately cease, and each Party shall return or destroy the other Party's Confidential Information upon request.

10.4. **Termination for Convenience by Customer.** Notwithstanding anything to the contrary in this Agreement, Customer may terminate this Agreement, in whole, for convenience and without cause at any time upon thirty (30) days' prior written notice to Provider. In the event of such termination for convenience, Provider shall refund to Customer, within thirty (30) days following the effective date of termination, a pro-rata portion of any Prepaid Fees attributable to the period from and after the effective date of termination through the end of the then-current term. No early-termination fee, penalty, or wind-down charge shall be payable by Customer in connection with a termination under this Section 10.4.

10.5. **Survival.** Sections 1, 6, 7, 8.3, 10.3, 10.5, 11, and 12 shall survive any termination or expiration of this Agreement.

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## 11. LIMITATION OF LIABILITY

11.1. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, BREACHES OF CONFIDENTIALITY, OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

11.2. EXCEPT AS SET FORTH IN SECTION 11.1, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

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## 12. GENERAL PROVISIONS

12.1. **Assignment.** Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement, upon written notice and without consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. For the avoidance of doubt, a change of control of Provider shall not give rise to any right of Customer to terminate this Agreement.

12.2. **Governing Law.** This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles.

12.3. **Notices.** All notices under this Agreement shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail to the addresses set forth above, or to such other address as a Party may designate in writing.

12.4. **Entire Agreement.** This Agreement, together with all Exhibits and Order Forms, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements and understandings, whether written or oral.

12.5. **Amendment.** No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

12.6. **Severability.** If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12.7. **Counterparts.** This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

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## SIGNATURE BLOCK

**IN WITNESS WHEREOF**, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

| **PROVIDER** | **CUSTOMER** |
|---|---|
| **Northwind Logistics Software, Inc.** | **Harbor Foods Distribution, LLC** |
| | |
| By: _/s/ Signatory A_ | By: _/s/ Signatory D_ |
| Name: Signatory A | Name: Signatory D |
| Title: Chief Executive Officer | Title: Chief Procurement Officer |
| Date: February 1, 2025 | Date: February 1, 2025 |

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## EXHIBIT A — SERVICE LEVEL AGREEMENT (SUMMARY)

| Metric | Commitment |
|---|---|
| Platform Availability | 99.5% per calendar month (excluding scheduled maintenance) |
| Scheduled Maintenance Window | Sundays, 12:00 a.m. – 4:00 a.m. U.S. Eastern Time |
| Support Hours | 8:00 a.m. – 8:00 p.m. U.S. Eastern Time, Mon–Fri |
| Critical (Severity 1) Response | Within two (2) business hours |
| Service Credit | 5% of monthly fee per 0.5% below 99.5%, capped at 25% |

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## EXHIBIT B — ORDER SUMMARY

| Item | Detail |
|---|---|
| Subscription | Northwind TMS Platform — Enterprise Edition, including route-optimization module |
| Annual Fee | US$6,800,000 |
| Billing Frequency | Annually in advance |
| Payment Terms | Net-30 |
| Initial Term | One (1) year from Effective Date (Feb 1, 2025 – Jan 31, 2026) |
| Renewal | Automatic successive one (1)-year terms; 60 days' non-renewal notice |
| Termination for Convenience | Customer, 30 days' written notice, pro-rata refund of Prepaid Fees (§10.4) |

*[End of Document — executed copy as extracted from data room]*
