DATA PROCESSING AGREEMENT

Dated 30 June 2026

BETWEEN:

(1) NORTHGATE LOGISTICS LIMITED, a company incorporated in England and Wales
(company number 09123456) whose registered office is at Unit 7 Calder Park,
Manchester M17 1TR ("Northgate" or the "Controller"); and

(2) HALDANE ANALYTICS INC, a corporation incorporated in Delaware whose
principal place of business is at 200 Hudson Yards, New York NY 10001 ("Haldane"
or the "Processor").

IT IS AGREED:

1. SCOPE

1.1 This Agreement governs the Processor's processing of driver and delivery
recipient personal data in connection with the analytics services.

2. PROCESSING INSTRUCTIONS

2.1 The Processor shall process personal data in accordance with this Agreement
and applicable law.

2.2 The Processor may process personal data for its own product improvement
purposes, including model training, provided the data is aggregated.

3. SUB-PROCESSORS

3.1 The Processor may freely appoint sub-processors and shall maintain a list on
its website.

4. INTERNATIONAL TRANSFERS

4.1 The Processor may transfer personal data outside the United Kingdom,
including to the United States and to any country in which its affiliates
operate, as necessary for the provision of the services.

4.2 The Processor shall take such steps as it considers appropriate to protect
the transferred data.

5. SECURITY

5.1 The Processor shall maintain industry-standard security measures.

6. BREACH NOTIFICATION

6.1 The Processor shall notify the Controller of any material personal data
breach within a reasonable period.

7. AUDIT

7.1 The Controller may request a copy of the Processor's most recent third-party
audit report. On-site audits are not permitted.

8. GOVERNING LAW

8.1 This Agreement is governed by the laws of the State of Delaware and the
parties submit to the exclusive jurisdiction of the courts of Delaware.

SIGNED for and on behalf of the parties.
