Contract analysis

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Affiliate" means, with respect to any person, any other person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such person, as such terms are used in and construed under Rule 12b-2 promulgated under the Exchange Act. For purpo

Section 1.2 — Other Definitional Provisions. Terms defined in the singular shall have a corresponding meaning when used in the plural and vice versa. As used in this Agreement, the words "herein," "hereof," "hereto," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All references in this Agreement to "Sections," "Articles," "Exhib

Section 2.1 — Board Expansion and Appointment of New Director. (a) Effective as of the execution of this Agreement, the Board shall take all actions necessary to expand the size of the Board from 11 directors to 12 directors and to appoint Catherine "Kate" Sinclair-Moreau as a director of the Company to fill the newly created directorship resulting from such expansion. Ms. Sinclair-Moreau shall be classified as a Cla

Section 2.2 — Committee Appointment. Promptly following her appointment to the Board (and in any event within five business days following the date hereof), Ms. Sinclair-Moreau shall be appointed to the Technology & Strategy Committee of the Board, which is currently chaired by Margaret Liu. Ms. Sinclair-Moreau shall serve on the Technology & Strategy Committee for so long as she remains a director of the Company, un

Section 2.3 — Withdrawal of Greystone Nominee. (a) Effective upon execution of this Agreement, Greystone hereby irrevocably withdraws its nomination of marshall Henning (age 55, former Chief Financial Officer of Lakeshore Broadband Corp.) as a director nominee for the Company's 2023 Annual General Meeting of Stockholders, originally scheduled for July 12, 2023. Such withdrawal shall be irrevocable and shall be effect

Section 2.4 — 2025 AGM Slate Commitment. During the Standstill Period, the Company shall include Ms. Sinclair-Moreau (or any replacement director appointed in accordance with Section 2.6) on its slate of director nominees recommended by the Board for election at the Company's 2025 Annual General Meeting of Stockholders, and the Board shall recommend that stockholders vote in favor of her election, subject to (a) her

Section 2.5 — Board Size Cap. During the Standstill Period, the Company shall not increase the size of the Board beyond 12 directors without the prior written consent of Greystone, which consent shall not be unreasonably withheld, conditioned, or delayed. For the avoidance of doubt, this Section 2.5 shall not restrict the Board from reducing the size of the Board below 12 directors, provided that any such reduction d

Section 2.6 — Replacement of New Director. (a) If Ms. Sinclair-Moreau ceases to serve as a director of the Company for any reason (including death, disability, resignation, or removal) other than the expiration of her term at the 2025 Annual General Meeting of Stockholders or the termination of this Agreement in accordance with its terms, the Company and Greystone shall cooperate in good faith to identify and agree u

ARTICLE III — STANDSTILL PROVISIONS

Section 3.1 — Greystone Standstill Obligations. During the Standstill Period, Greystone shall not, and shall cause each of the Greystone Parties not to, directly or indirectly (whether acting alone or in concert with any other person): (a) Ownership Cap. Acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, by purchase, tender or exchange offer, through the acquisition of control of anoth

Section 3.2 — Company Standstill Obligations. During the Standstill Period, the Company shall not, and shall cause its directors, officers, and authorized agents not to, directly or indirectly: (a) Non-Disparagement. Make, or cause to be made, any public statement, public communication, or public filing with the SEC or any other governmental authority that constitutes an ad hominem attack on, or that disparages, defa

Section 3.3 — Termination of Standstill Obligations. The standstill obligations set forth in Section 3.1 shall automatically terminate, and shall be of no further force or effect, upon the earliest to occur of (a) the expiration of the Standstill Period, (b) the termination of this Agreement pursuant to Section 8.1, or (c) a material breach by the Company of any of its material obligations under this Agreement, which

Section 4.1 — Strategic Review of Enterprise Software Division. (a) Concurrent with the public announcement of this Agreement contemplated by Section 9.1, the Board shall announce the initiation of a comprehensive strategic review of the Enterprise Software Division (the "Strategic Review"). The Board shall direct the Technology & Strategy Committee, in coordination with Company management and the Board's financial a

ARTICLE V — VOTING COMMITMENTS

Section 5.1 — Voting in Favor of Company Nominees and Board Recommendations. During the Standstill Period, Greystone shall, and shall cause each of the Greystone Parties to: (a) cause all NTP Shares Beneficially Owned by the Greystone Parties to be present, in person or by proxy, at each annual or special meeting of stockholders of the Company (and at any adjournment, postponement, or rescheduling thereof) so that su

Section 5.2 — Exception for Extraordinary Transactions. Notwithstanding anything in Section 5.1(c) to the contrary, with respect to any proposal submitted to a vote of the Company's stockholders that relates to an Extraordinary Transaction (as defined in Section 1.1), Greystone shall have the right to vote (or cause to be voted) all NTP Shares Beneficially Owned by the Greystone Parties in its sole and absolute discr

Section 5.3 — Compliance Verification. Upon reasonable request by the Company (which request shall not be made more than once per calendar quarter), Greystone shall provide to the Company, within 10 business days following receipt of such request, a written certification from a duly authorized officer of Greystone Capital Management LLC confirming (a) the total number of NTP Shares Beneficially Owned by the Greystone

ARTICLE VI — EXPENSE REIMBURSEMENT

Section 6.1 — Reimbursement of Greystone Expenses. (a) In consideration of Greystone's agreement to enter into this Agreement and to comply with the standstill and other obligations set forth herein, the Company shall reimburse Greystone for its documented, reasonable, and actual out-of-pocket expenses incurred in connection with Greystone's engagement with the Company, including expenses incurred in connection with

ARTICLE VII — MUTUAL NON-DISPARAGEMENT AND CONFIDENTIALITY

Section 7.1 — Mutual Non-Disparagement. (a) During the Standstill Period and for a period of 12 months following the expiration or termination of the Standstill Period (such 12-month period, the "Non-Disparagement Survival Period"), neither Party shall, and each Party shall cause its respective directors, officers, partners, members, employees, agents, and representatives not to, directly or indirectly, make or cause

Section 7.2 — Confidentiality. (a) Each Party shall, and shall cause its respective directors, officers, partners, members, employees, agents, and representatives to, keep confidential and not disclose to any third party, all non-public information exchanged between the Parties (or their respective representatives) in connection with the negotiation of this Agreement and all terms and conditions of any proposals, cou

Section 8.1 — Termination Events. This Agreement shall terminate automatically, without the requirement for any further action by either Party, upon the earliest to occur of the following: (a) Expiration of Standstill Period. The expiration of the Standstill Period (i.e., 11:59 p.m. (Eastern Time) on the date that is 30 calendar days prior to the last date on which a stockholder may deliver an advance notice of inten

Section 8.2 — Effect of Termination. Upon termination of this Agreement pursuant to Section 8.1, neither Party shall have any further rights, obligations, or liabilities under this Agreement, except that: (a) the mutual non-disparagement provisions of Section 7.1 shall survive and remain in full force and effect for the applicable 12-month Non-Disparagement Survival Period following the date of termination; (b) the c

Section 8.3 — Voluntary Resignation by Designee. For the avoidance of doubt, the voluntary resignation of Ms. Sinclair-Moreau from the Board shall not constitute a termination event under Section 8.1(c), and in such event, the provisions of Section 2.6 shall apply and the Company and Greystone shall cooperate in good faith to identify and appoint a mutually agreed Replacement Director within the timeframes specified

ARTICLE IX — SEC FILINGS AND PUBLIC ANNOUNCEMENTS

Section 9.1 — Joint Press Release. (a) Promptly following the execution of this Agreement (and in any event on the first business day following the date hereof), the Parties shall issue a joint press release in the form mutually agreed upon by the Parties (the "Joint Press Release"), announcing (i) the execution of this Agreement, (ii) the appointment of Catherine "Kate" Sinclair-Moreau to the Board and to the Techno

Section 9.2 — SEC Filings. (a) Form 8-K. On the first business day following execution of this Agreement, the Company shall file a Current Report on Form 8-K with the SEC (the "Form 8-K") reporting under Item 1.01 (Entry into a Material Definitive Agreement) and Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers)

Section 9.3 — NYSE Notification. Promptly following execution of this Agreement (and in any event within two business days following the date hereof), the Company shall provide notice to the NYSE of the change in the composition of the Board resulting from the appointment of Ms. Sinclair-Moreau, in accordance with the applicable rules and listing standards of the NYSE, including Section 303A of the NYSE Listed Compan

ARTICLE X — REPRESENTATIONS AND WARRANTIES

Section 10.1 — Representations and Warranties of the Company. The Company hereby represents and warrants to Greystone as of the date hereof as follows: (a) Organization. The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. (b) Power and Authority. The Company has all requisite corporate power and authority to enter into, execute, and deliver t

Section 10.2 — Representations and Warranties of Greystone. Greystone hereby represents and warrants to the Company as of the date hereof as follows: (a) Organization. Greystone Capital Partners LP is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware. Greystone Capital Management LLC is a limited liability company duly formed, validly existing, and in go

Section 11.1 — Governing Law. This Agreement, and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based upon, arising out of, or relating to this Agreement and the transactions contemplated hereby, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of

Section 11.2 — Jurisdiction; Venue. (a) Each Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state court of the State of Delaware, or if jurisdiction over a particular matter is vested exc

Section 11.3 — Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORM

Section 11.4 — Specific Performance. The Parties acknowledge and agree that (a) the obligations of each Party under this Agreement are unique, (b) irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and (c) monetary damages would not be an adequate remedy for any such non-performance or breach.

Section 11.5 — Notices. All notices, requests, demands, claims, consents, and other communications under this Agreement shall be in writing and shall be deemed duly given or made (a) when delivered in person, (b) on the date sent if sent by email (with confirmation of receipt), (c) on the business day after being sent by a nationally recognized overnight courier service, or (d) on the fifth business day after being m

Section 11.6 — Entire Agreement. This Agreement (including the exhibits and schedules hereto) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, letters of intent, term sheets, contracts, and writings (including, without limitation, the non-binding term sheet dated A

Section 11.7 — Amendments and Waivers. (a) This Agreement may not be amended, modified, supplemented, or restated except by a written instrument duly executed by each of the Parties hereto. No provision of this Agreement may be waived except by a written instrument signed by the Party against whom enforcement of such waiver is sought. (b) No failure or delay by any Party in exercising any right, power, or remedy unde