# MASTER SERVICES AGREEMENT

**Provider:** 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**")

**Customer:** Meridian Freight Corporation, with its principal place of business at 1100 Harborview Parkway, Newark, New Jersey 07105 ("**Customer**" or "**Meridian**")

**Effective Date:** January 1, 2025

This Master Services Agreement (the "**Agreement**") is entered into as of the Effective Date by and between Provider and Customer (each a "**Party**" and together the "**Parties**").

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## RECITALS

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

WHEREAS, Customer is a freight and transportation enterprise that wishes to subscribe to and use the Platform and related services in the operation of its business; and

WHEREAS, the Parties wish to set forth the terms and conditions under which Provider will make the Platform available to Customer.

NOW, THEREFORE, in consideration of the mutual covenants 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 pursuant to this Agreement.

1.3 "**Change of Control**" has the meaning set forth in Section 12.3.

1.4 "**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.

1.5 "**Customer Data**" means all electronic data and information submitted by or on behalf of Customer to the Platform.

1.6 "**Documentation**" means Provider's then-current user guides, technical specifications, and operating manuals for the Platform.

1.7 "**Order Form**" means the ordering document executed by the Parties and attached hereto as **Exhibit A**, which sets forth the subscribed services, fees, and any service-specific terms.

1.8 "**Platform**" means Provider's cloud-based freight-management and transportation-orchestration software-as-a-service offering, including the route-optimization, load-planning, carrier-matching, and shipment-visibility modules described in the Documentation, together with any updates, upgrades, and modifications thereto.

1.9 "**Subscription Term**" has the meaning set forth in Section 11.1.

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## 2. PROVISION OF SERVICES

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

2.2 **Provisioning.** Provider shall make the Platform available to Customer no later than fifteen (15) business days following the Effective Date and shall provision the modules and Authorized User seats set forth in the Order Form (Exhibit A).

2.3 **Service Levels.** Provider shall use commercially reasonable efforts to make the Platform available with a monthly uptime of at least 99.9%, measured in accordance with the Service Level Addendum attached as **Exhibit B**. Service credits, where applicable, shall be Customer's sole and exclusive remedy for any failure to meet the committed uptime.

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## 3. CUSTOMER RESPONSIBILITIES

3.1 Customer shall be responsible for all activity occurring under its Authorized User accounts and shall maintain the confidentiality of all access credentials.

3.2 Customer shall not, and shall not permit any third party to: (a) reverse engineer, decompile, or disassemble the Platform; (b) resell, sublicense, or make the Platform available to any third party except Authorized Users; or (c) use the Platform to build a competing product or service.

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## 4. FEES AND PAYMENT

4.1 **Annual Fee.** In consideration of the access and services provided hereunder, Customer shall pay Provider an annual subscription fee of **Twelve Million Four Hundred Thousand U.S. Dollars (US $12,400,000)** (the "**Annual Fee**").

4.2 **Billing.** The Annual Fee shall be **billed annually in advance**. Provider shall invoice Customer for the Annual Fee on or about the Effective Date and on each anniversary of the Effective Date during the Subscription Term.

4.3 **Payment Terms.** Customer shall pay all undisputed invoiced amounts within thirty (30) days of the invoice date. All fees are stated and payable in U.S. Dollars and are exclusive of taxes.

4.4 **No Refund.** Except as expressly set forth in this Agreement, all fees are non-refundable and non-cancellable, and amounts paid are not subject to set-off.

4.5 **Taxes.** Customer is responsible for all sales, use, and similar taxes associated with its purchase of the services, excluding taxes based on Provider's net income.

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## 5. CONFIDENTIALITY

5.1 Each Party shall protect the other Party's Confidential Information using the same degree of care it uses to protect its own confidential information of like kind, but in no event less than a reasonable degree of care, and shall not disclose such Confidential Information except to those of its personnel and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

5.2 The confidentiality obligations in this Section 5 shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, for which such obligations shall survive for so long as the information remains a trade secret under applicable law.

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## 6. DATA OWNERSHIP AND SECURITY

6.1 As between the Parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Provider a limited license to host, process, and transmit Customer Data solely as necessary to provide the Platform.

6.2 Provider shall maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security and integrity of Customer Data.

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## 7. INTELLECTUAL PROPERTY

7.1 Provider and its licensors retain all right, title, and interest in and to the Platform, the Documentation, and all related intellectual property. No rights are granted to Customer other than those expressly set forth in this Agreement.

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## 8. WARRANTIES AND DISCLAIMERS

8.1 Each Party represents and warrants that it has the full corporate power and authority to enter into 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, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

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## 9. INDEMNIFICATION

9.1 Provider shall defend Customer against any third-party claim alleging that the Platform, as provided and used in accordance with this Agreement, infringes a U.S. patent, copyright, or trademark, and shall indemnify Customer for amounts finally awarded against it on such claim.

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## 10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, BREACHES OF CONFIDENTIALITY, OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.

10.2 EXCEPT AS SET FORTH IN SECTION 10.1, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

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## 11. TERM AND TERMINATION

11.1 **Subscription Term.** This Agreement shall commence on the Effective Date (January 1, 2025) and shall continue for an initial term of **three (3) years**, expiring on **December 31, 2027** (the "**Subscription Term**"), unless earlier terminated in accordance with this Agreement.

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

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

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## 12. ASSIGNMENT AND CHANGE OF CONTROL

12.1 **Assignment.** Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party, except as expressly permitted in this Section 12.

12.2 **Permitted Assignment.** Subject to Section 12.3, either Party may assign this Agreement in its entirety to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, upon written notice to the other Party.

12.3 **Change of Control of Provider.**

(a) For purposes of this Agreement, a "**Change of Control**" of Provider means any transaction or series of related transactions resulting in (i) the acquisition by any person or entity (or group of affiliated persons or entities), other than the holders of Provider's equity as of the Effective Date, of more than fifty percent (50%) of the outstanding voting equity interests of Provider, or (ii) the sale, transfer, or other disposition of all or substantially all of the assets of Provider.

(b) Provider shall provide Customer written notice of any Change of Control no later than ten (10) business days after the closing of such transaction.

(c) **Notwithstanding any other provision of this Agreement, including Sections 11.1 and 12.2, in the event of a Change of Control of Provider, Customer may terminate this Agreement, effective immediately, by delivering written notice of such election to Provider (or its successor) at any time within sixty (60) days following the later of (i) the closing of the Change of Control or (ii) Customer's receipt of the notice required under Section 12.3(b). Such termination shall be automatic and effective upon Customer's written election, and shall not require the consent of Provider or its successor, nor shall it be subject to any cure period, transition period, or wind-down obligation.**

(d) **For the avoidance of doubt, Customer's termination right under this Section 12.3 is exercisable in Customer's sole and absolute discretion, is not conditioned on any breach or change in service, and is not subject to any limitation, cap, or carve-out. Upon such termination, Customer shall have no obligation to pay any fees for periods following the effective date of termination, Provider shall refund any prepaid fees on a pro-rata basis for the unused portion of the then-current annual period, and neither Party shall owe the other any transition, migration, or continuation-of-service revenue or fees.**

(e) The rights set forth in this Section 12.3 are in addition to, and not in lieu of, any other rights or remedies available to Customer under this Agreement or at law or in equity.

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## 13. GENERAL PROVISIONS

13.1 **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.

13.2 **Dispute Resolution.** The Parties consent to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for any dispute arising out of or relating to this Agreement.

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

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

13.5 **Order of Precedence.** In the event of any conflict between this Agreement and any Exhibit or Order Form, the terms of this Agreement shall control unless the Exhibit or Order Form expressly states that it supersedes a specified provision of this Agreement.

13.6 **Notices.** All notices under this Agreement shall be in writing and delivered to the addresses set forth above (or such other address as a Party may designate), and shall be deemed given upon receipt.

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

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

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## SIGNATURES

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

**PROVIDER: NORTHWIND LOGISTICS SOFTWARE, INC.**

By: _/s/ Signatory A_______________________

Name: Signatory A

Title: Chief Executive Officer

Date: December 18, 2024

<br>

**CUSTOMER: MERIDIAN FREIGHT CORPORATION**

By: _/s/ Signatory B_______________________

Name: Signatory B

Title: Senior Vice President, Procurement

Date: December 20, 2024

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## EXHIBIT A — ORDER FORM

| Field | Detail |
|---|---|
| Provider | Northwind Logistics Software, Inc. |
| Customer | Meridian Freight Corporation |
| Effective Date | January 1, 2025 |
| Subscription Term | 3 years (January 1, 2025 – December 31, 2027) |
| Subscribed Modules | Route Optimization; Load Planning; Carrier Matching; Shipment Visibility |
| Authorized User Seats | 1,200 |
| Annual Fee | US $12,400,000 |
| Billing Frequency | Annually in advance |
| Payment Terms | Net 30 |
| Total Contract Value (3 yrs) | US $37,200,000 |

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## EXHIBIT B — SERVICE LEVEL ADDENDUM (SUMMARY)

| Metric | Commitment |
|---|---|
| Monthly Uptime | 99.9% |
| Support Tier | Premier (24×7) |
| Critical Incident Response | 1 hour |
| Service Credit (sole remedy) | Up to 10% of monthly fee for sustained breach of uptime commitment |

*Executed copy. Document retained in Project Atlas data room — Folder 02 / Customer Contracts (Authoritative).*