# MASTER SERVICES AGREEMENT

**This Master Services Agreement** (this "**Agreement**") is entered into as of **March 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**"); and

**Granite Manufacturing Co.**, an Ohio corporation with its principal place of business at 1400 Foundry Road, Cleveland, Ohio 44113 ("**Customer**").

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

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## RECITALS

**WHEREAS**, Provider operates a cloud-based transportation management and freight-orchestration software platform (the "**Platform**");

**WHEREAS**, Customer desires to subscribe to the Platform and receive certain related services from Provider for use in Customer's inbound and outbound manufacturing logistics operations; and

**WHEREAS**, the Parties wish to set forth the terms and conditions governing such subscription and services.

**NOW, THEREFORE**, in consideration of the mutual covenants and agreements 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 an 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, in writing, or by inspection of tangible objects, 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**" means an ordering document or online order executed by the Parties referencing this Agreement and describing the Platform subscriptions and services purchased by Customer.

1.6 "**Services**" means the Platform subscription, hosting, support, and any professional services provided by Provider under this Agreement and any applicable Order.

1.7 "**Subscription Term**" has the meaning set forth in Section 2.1.

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## 2. TERM AND RENEWAL

2.1 **Initial Term.** The initial subscription term of this Agreement shall commence on the Effective Date and continue for a period of **two (2) years**, expiring on **February 28, 2027** (the "**Initial Term**"), unless earlier terminated in accordance with this Agreement.

2.2 **Renewal.** Upon expiration of the Initial Term, this Agreement shall renew for successive one (1) year periods (each, a "**Renewal Term**" and, together with the Initial Term, the "**Subscription Term**") only upon the mutual written agreement of the Parties executed not less than thirty (30) days prior to the then-current expiration date. For the avoidance of doubt, this Agreement does not auto-renew absent such written agreement.

2.3 **Effect of Expiration.** Upon expiration or termination of the Subscription Term, Customer's right to access the Platform shall cease, subject to the data-export rights set forth in Section 9.4.

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## 3. FEES AND PAYMENT

3.1 **Annual Fee.** In consideration of the Services, Customer shall pay Provider an annual subscription fee of **Four Million Five Hundred Thousand U.S. Dollars ($4,500,000.00)** (the "**Annual Fee**").

3.2 **Billing in Arrears.** The Annual Fee shall be invoiced in **four (4) equal quarterly installments of One Million One Hundred Twenty-Five Thousand U.S. Dollars ($1,125,000.00) each, billed quarterly in arrears**. Provider shall issue each invoice within ten (10) business days following the close of the applicable calendar quarter for Services rendered during that quarter.

3.3 **Payment Terms.** Customer shall pay each undisputed invoice within thirty (30) days of the invoice date (net 30). Amounts not paid when due shall accrue interest at the lesser of one percent (1%) per month or the maximum rate permitted by law.

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

3.5 **Disputed Amounts.** Customer may withhold payment of any amount it disputes in good faith, provided Customer notifies Provider in writing within fifteen (15) days of the invoice date and pays all undisputed amounts when due.

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## 4. PROVISION OF SERVICES

4.1 **Access.** Subject to the terms of this Agreement, Provider grants Customer a non-exclusive, non-transferable, worldwide right during the Subscription Term to access and use the Platform for Customer's internal business operations.

4.2 **Service Levels.** Provider shall use commercially reasonable efforts to make the Platform available not less than 99.5% of the time, measured monthly, excluding scheduled maintenance and force majeure events, in accordance with the Service Level Exhibit attached as **Exhibit A**.

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

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## 5. CUSTOMER OBLIGATIONS

5.1 Customer shall (a) be responsible for Authorized Users' compliance with this Agreement; (b) use the Platform in accordance with the Documentation and applicable law; and (c) be responsible for the accuracy and legality of Customer data it submits to the Platform.

5.2 Customer shall not (a) reverse engineer or attempt to derive the source code of the Platform; (b) resell or sublicense the Platform to third parties; or (c) use the Platform to build a competing product.

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## 6. INTELLECTUAL PROPERTY

6.1 **Provider IP.** Provider retains all right, title, and interest in and to the Platform, the Documentation, and all related intellectual property.

6.2 **Customer Data.** As between the Parties, Customer retains all right, title, and interest in and to Customer data submitted to the Platform. Customer grants Provider a limited license to host, process, and transmit Customer data solely to provide the Services.

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## 7. CONFIDENTIALITY

7.1 Each Party shall protect the other'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 are bound by confidentiality obligations no less protective than those herein.

7.2 The confidentiality obligations in this Section 7 shall survive for three (3) years following expiration or termination of this Agreement, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

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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 and perform 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 AND SERVICES ARE PROVIDED "AS IS," AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

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## 9. TERMINATION

9.1 **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 the notice period.

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

9.3 **No Termination for Convenience.** Neither Party may terminate this Agreement for convenience during the Initial Term. For clarity, Customer has no right to terminate this Agreement without cause prior to the expiration of the then-current Subscription Term.

9.4 **Data Export.** Upon termination, Provider shall, upon Customer's written request made within thirty (30) days following the effective date of termination, make Customer data available for export in a commercially standard format.

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## 10. ASSIGNMENT; CHANGE OF CONTROL

10.1 **Assignment.** Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party, except as set forth in Section 10.2.

10.2 **Change of Control.** In the event of a direct or indirect change of control of a Party — including by merger, consolidation, reorganization, the acquisition of more than fifty percent (50%) of such Party's voting equity, or the sale of all or substantially all of such Party's assets (a "**Change of Control**") — such Party shall provide written notice to the other Party not later than thirty (30) days following the closing of such transaction. The Party undergoing the Change of Control may assign this Agreement to the acquiring or surviving entity **upon the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed.** For purposes of this Section 10.2, it shall be deemed reasonable for the non-assigning Party to withhold consent only where the acquiring or surviving entity is a direct competitor of such non-assigning Party or is unable to demonstrate the financial and operational capacity to perform the obligations under this Agreement. **A Change of Control shall not, by itself, give either Party any right to terminate this Agreement.**

10.3 **Binding Effect.** Subject to this Section 10, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

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## 11. LIMITATION OF LIABILITY

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

11.2 EXCEPT FOR THE EXCLUSIONS IN SECTION 11.1, EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

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## 12. GENERAL

12.1 **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.

12.2 **Notices.** All notices under this Agreement shall be in writing and delivered to the addresses set forth above, or to such other address as a Party may designate in writing.

12.3 **Entire Agreement.** This Agreement, together with all Orders and Exhibits, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, whether written or oral, regarding its subject matter.

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

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

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

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## SIGNATURES

**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.** | **Granite Manufacturing Co.** |
| By: _/s/ Signatory A_ | By: _/s/ Signatory E_ |
| Name: Signatory A | Name: Signatory E |
| Title: Chief Executive Officer | Title: Vice President, Supply Chain |
| Date: March 1, 2025 | Date: March 1, 2025 |

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## EXHIBIT A — SERVICE LEVEL TERMS

| Metric | Commitment |
|---|---|
| Monthly Uptime | ≥ 99.5% (excluding scheduled maintenance) |
| Scheduled Maintenance Window | Sundays 12:00 a.m. – 4:00 a.m. ET, with 48 hours' notice |
| Severity 1 (Platform Down) Response | 1 hour |
| Severity 2 (Degraded) Response | 4 business hours |
| Service Credit (per 0.5% below 99.5%) | 5% of the applicable quarterly installment, capped at 25% per quarter |

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## EXHIBIT B — ORDER SUMMARY

| Item | Detail |
|---|---|
| Subscribed Product | Northwind TMS — Manufacturing Logistics Edition |
| Annual Fee | $4,500,000.00 |
| Billing Frequency | Quarterly in arrears ($1,125,000.00 per quarter) |
| Payment Terms | Net 30 |
| Initial Term | March 1, 2025 – February 28, 2027 (2 years) |
| Authorized User Seats | 320 |
| Renewal | By mutual written agreement only (no auto-renewal) |

*End of Agreement.*