# ORDER FORM

**Northwind Logistics Software, Inc.**
250 Marconi Boulevard, Suite 400, Columbus, OH 43215, Columbus, Ohio 43219
("Provider")

**Order Form No.:** NW-OF-2025-0007
**Order Effective Date:** January 1, 2025
**MSA Reference:** Master Services Agreement between Provider and Customer dated December 18, 2024 ("MSA")

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## 1. Parties

| | |
|---|---|
| **Provider** | Northwind Logistics Software, Inc., a Delaware corporation, with principal offices at 250 Marconi Boulevard, Suite 400, Columbus, OH 43215, Columbus, Ohio 43219 |
| **Customer** | Cobalt Retail Group, Inc., a Delaware corporation, with principal offices at 1290 Market Street, Suite 1100, Wilmington, Delaware 19801 |

This Order Form ("Order Form") is entered into between the parties and incorporates by reference the terms of the MSA. Capitalized terms not defined herein have the meanings given in the MSA. In the event of a conflict between this Order Form and the MSA, this Order Form controls solely with respect to the subject matter of this Order.

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## 2. Subscription Services

Provider will make available to Customer the following cloud-hosted transportation-management and freight-orchestration services (the "Subscription Services") on a software-as-a-service basis:

| Item | Description | Quantity |
|---|---|---|
| 2.1 | Northwind TMS Platform — Enterprise Edition (multi-tenant SaaS) | Enterprise license, unlimited named users |
| 2.2 | Freight Orchestration & Route Optimization Module | Included |
| 2.3 | Carrier Integration & EDI Gateway | Up to 75 connected carriers |
| 2.4 | Advanced Analytics & Reporting Suite | Included |
| 2.5 | Standard Support (24×5) and 99.9% uptime SLA per MSA Exhibit B | Included |

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## 3. Subscription Term

**3.1 Initial Term.** The subscription term of this Order Form is thirty-six (36) months, commencing on **January 1, 2025** and continuing through **December 31, 2027** (the "Initial Term"), unless earlier terminated in accordance with the MSA.

**3.2 Service Period.** The Subscription Services are provided for the period January 1, 2025 through December 31, 2027 (the "Service Period").

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## 4. Fees, Total Contract Value, and Payment

**4.1 Annual Subscription Fee.** The annual subscription fee for the Subscription Services is **$9,600,000** (Nine Million Six Hundred Thousand U.S. Dollars) per year.

**4.2 Total Contract Value.** The Total Contract Value ("TCV") for the full thirty-six (36) month Initial Term is **$28,800,000** (Twenty-Eight Million Eight Hundred Thousand U.S. Dollars), calculated as $9,600,000 per year × 3 years.

| Period | Service Dates | Fee |
|---|---|---|
| Year 1 | Jan 1, 2025 – Dec 31, 2025 | $9,600,000 |
| Year 2 | Jan 1, 2026 – Dec 31, 2026 | $9,600,000 |
| Year 3 | Jan 1, 2027 – Dec 31, 2027 | $9,600,000 |
| **Total Contract Value** | **Jan 1, 2025 – Dec 31, 2027** | **$28,800,000** |

**4.3 Prepaid Billing.** Notwithstanding the foregoing annualized presentation, the **entire Total Contract Value of $28,800,000 is payable in a single up-front installment** covering the full 36-month Initial Term. Provider shall issue one invoice for the full TCV upon execution of this Order Form.

**4.4 Payment Terms.** Payment is due **net thirty (30) days** from the invoice date. Customer shall pay all amounts in U.S. Dollars by wire transfer to the account designated by Provider.

**4.5 Invoice and Collection.** Invoice No. NW-INV-2025-0021 in the amount of **$28,800,000** was issued on January 15, 2025 and **paid and cash-collected in full on January 15, 2025**. Such prepayment covers the entire Service Period of January 1, 2025 through December 31, 2027.

**4.6 Non-Refundable.** Except as expressly provided in the MSA, all fees are non-cancelable and the prepaid amount is non-refundable.

**4.7 Taxes.** Fees are exclusive of taxes. Customer is responsible for applicable sales, use, and similar transaction taxes, excluding taxes on Provider's net income.

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## 5. Incorporated MSA Terms (Selected)

The following terms of the MSA are reproduced here for reference and govern this Order Form in their entirety:

**5.1 Section 11.1 — Order Term.** Each Order Form remains in effect for the Initial Term stated therein.

**5.2 Section 11.2 — Renewal.** Upon expiration of the Initial Term, this Order Form shall **automatically renew for successive twelve (12) month renewal terms** (each, a "Renewal Term") unless either party provides written notice of non-renewal to the other party **at least ninety (90) days prior to the end of the then-current term**. Fees for any Renewal Term shall be the then-current Initial Term annual fee plus an uplift not to exceed five percent (5%), unless otherwise agreed in writing.

**5.3 Section 11.3 — Termination for Cause.** Either party may terminate for the other party's uncured material breach upon thirty (30) days' written notice, subject to the cure provisions of the MSA.

**5.4 Section 8 — Data Protection.** Provider's processing of Customer personal data is governed by the Data Processing Addendum incorporated into the MSA.

**5.5 Section 14 — Governing Law.** This Order Form and the MSA are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles.

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## 6. Special Terms

**6.1 Implementation.** Provider shall complete onboarding and production cutover within sixty (60) days of the Order Effective Date at no additional charge.

**6.2 Price Hold.** The annual fee of $9,600,000 is held firm for the full 36-month Initial Term with no mid-term escalation.

**6.3 Entire Agreement.** This Order Form, together with the MSA and its exhibits, constitutes the entire agreement of the parties with respect to its subject matter.

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## 7. Signatures

By signing below, each party agrees to be bound by this Order Form and the incorporated MSA terms.

| **PROVIDER** | **CUSTOMER** |
|---|---|
| Northwind Logistics Software, Inc. | Cobalt Retail Group, Inc. |
| | |
| By: _/s/ Signatory A_ | By: _/s/ Signatory E_ |
| Name: Signatory A | Name: Signatory E |
| Title: Chief Executive Officer | Title: Chief Procurement Officer |
| Date: December 30, 2024 | Date: December 31, 2024 |

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### Exhibit A — Payment Schedule Summary

| Field | Value |
|---|---|
| Order Form No. | NW-OF-2025-0007 |
| Billing Method | Single up-front prepayment (36-month term) |
| Total Contract Value | $28,800,000 |
| Invoice No. | NW-INV-2025-0021 |
| Invoice Date | January 15, 2025 |
| Payment Terms | Net 30 |
| Amount Collected | $28,800,000 |
| Cash Collection Date | January 15, 2025 |
| Service Period Covered | January 1, 2025 – December 31, 2027 |
| Renewal | Auto-renews 12-month terms unless 90 days' notice (MSA §11.2) |

*End of Order Form NW-OF-2025-0007.*
