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 controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including the terms "controlling," "controlled by," and "under common control with") means the

Section 1.2 — Rules of Construction. Unless the context otherwise requires, in this Agreement: (a) words in the singular shall be held to include the plural, and vice versa, and words of one gender shall be held to include the other genders as the context requires; (b) the terms "hereof," "herein," "herewith," "hereby," "hereunder," and words of similar import, unless otherwise stated, shall be construed to refer to

Section 2.1 — Board Expansion and Appointment of New Director. (a) Effective as of the Effective Date, the Board shall take all actions necessary to expand the size of the Board from eleven (11) to twelve (12) directors. (b) Simultaneously with such expansion, and effective as of the Effective Date, the Board shall appoint Catherine "Kate" Sinclair-Moreau (the "New Director" or the "Greystone Designee") as a director

Section 2.2 — Committee Appointment. Promptly following her appointment to the Board and in no event later than ten (10) Business Days following the Effective Date, Ms. Sinclair-Moreau shall be appointed as a member of the Technology & Strategy Committee of the Board. Ms. Sinclair-Moreau's membership on the Technology & Strategy Committee shall be subject to the same terms and conditions as are applicable to other no

Section 2.3 — Director Compensation and Indemnification. (a) Ms. Sinclair-Moreau shall receive the same compensation as is provided to the Company's other non-executive independent directors, including (i) the standard annual cash retainer payable to non-executive directors, (ii) any additional committee membership or chairmanship retainers, (iii) equity-based compensation awards (including any annual restricted stoc

Section 2.4 — Information Rights. Ms. Sinclair-Moreau shall have the same access to Company information, management, employees, advisors, and consultants as is provided to the other non-executive directors of the Company in accordance with the Company's corporate governance guidelines, board information and communication policies, and applicable law. Without limiting the foregoing, Ms. Sinclair-Moreau shall receive a

Section 2.5 — Withdrawal of Nomination. (a) Effective upon the Effective Date, the Investor shall irrevocably withdraw the nomination of marshall Henning (the "Withdrawn Nominee") (age 55, former Chief Financial Officer of Lakeshore Broadband Corp.) as a director candidate for election at the Company's 2023 Annual General Meeting of Stockholders, and shall take all actions necessary to effectuate such withdrawal, inc

ARTICLE III — STANDSTILL PROVISIONS

Section 3.1 — Investor Standstill Obligations. During the Standstill Period, the Investor shall not, and shall cause each of its Affiliates, the Investor Principals, and their respective Representatives not to, directly or indirectly, whether alone or in concert with any other Person: (a) Ownership Cap. Acquire, offer to acquire, agree to acquire, or seek to acquire, by purchase, tender offer, exchange offer, merger,

Section 3.2 — Company Standstill Obligations. During the Standstill Period, the Company shall comply with the following obligations: (a) Non-Disparagement. The Company shall not, and shall use commercially reasonable efforts to cause its directors, officers, employees, and authorized spokespersons not to, make any public statement, communication, or publication (including through any social media platform, website, b

Section 3.3 — Permitted Activities. Notwithstanding anything to the contrary in Section 3.1, nothing in this Agreement shall restrict or prohibit the Investor from: (a) communicating privately and on a confidential basis with the Board, the Chairman, the Chief Executive Officer, or other members of senior management of the Company regarding the business, operations, strategy, or governance of the Company, so long as

ARTICLE IV — VOTING COMMITMENTS

Section 4.1 — Voting in Favor of Company Nominees. During the Standstill Period, the Investor shall cause all shares of Common Stock over which the Investor or any of its Affiliates has, directly or indirectly, the power to vote or direct the voting (whether by proxy, voting agreement, or otherwise) to be present, in person or by proxy, at each annual or special meeting of stockholders of the Company (and at any adjo

Section 4.2 — Voting on Extraordinary Transactions. Notwithstanding Section 4.1(b), with respect to any proposal submitted to stockholders of the Company that relates to an Extraordinary Transaction (as defined in Section 1.1), the Investor may vote its shares of Common Stock in its sole and absolute discretion, without regard to the Board's recommendation. For the avoidance of doubt, the market capitalization thresh

Section 4.3 — No Inconsistent Agreements. The Investor represents, warrants, and covenants that it shall not, during the Standstill Period, enter into, maintain, or permit any of its Affiliates to enter into or maintain any agreement, commitment, arrangement, or understanding (whether written or oral) with any Person that is inconsistent with, or that would reasonably be expected to prevent, impair, or delay the perf

ARTICLE V — STRATEGIC REVIEW OF ENTERPRISE SOFTWARE DIVISION

Section 5.1 — Announcement of Strategic Review. Concurrently with, or promptly following, the public announcement of this Agreement (including through the issuance of the Joint Press Release and the filing of the Form 8-K), the Company shall publicly announce the initiation of a comprehensive strategic review of the Company's Enterprise Software Division (the "ESD"). The Parties acknowledge that the ESD contributed r

Section 5.2 — Conduct of Strategic Review. (a) The strategic review shall be conducted under the direction and oversight of the Board (or a committee thereof duly designated by the Board), with the assistance of the Company's financial advisor, Esterline Partners LLC, and such other financial, legal, accounting, and strategic advisors as the Board may determine to be appropriate. (b) The Board shall use commercially

Section 5.3 — Reporting. The Board shall provide Greystone with reasonable periodic updates on the status of the strategic review through Ms. Sinclair-Moreau in her capacity as a member of the Board and the Technology & Strategy Committee, subject to (a) applicable fiduciary duties of the directors of the Company, (b) the Company's policies and procedures governing the handling and dissemination of material non-publi

ARTICLE VI — EXPENSE REIMBURSEMENT

Section 6.1 — Reimbursement Obligation. Subject to the terms and conditions of this Article VI, the Company shall reimburse the Investor for the Investor's documented, reasonable, and customary out-of-pocket expenses actually incurred in connection with (a) the Investor's review and analysis of the Company and its public disclosures, (b) the Investor's preparation and filing of the Schedule 13D and related materials,

Section 6.2 — Cap. The aggregate amount of reimbursable expenses payable by the Company to the Investor under Section 6.1 shall not exceed One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). For the avoidance of doubt, the Investor shall be solely responsible for all expenses in excess of such amount.

Section 6.3 — Payment. The Investor shall submit to the Company reasonably detailed documentation (including invoices, receipts, and engagement letter summaries, as applicable, redacted to preserve attorney-client privilege and work product protections) evidencing the reimbursable expenses incurred by the Investor within sixty (60) days following the Effective Date. The Company shall review such documentation and sha

ARTICLE VII — MUTUAL NON-DISPARAGEMENT

Section 7.1 — Non-Disparagement by the Company. During the Standstill Period and for a period of twelve (12) months following the expiration or earlier termination of the Standstill Period (such additional twelve-month period, the "Non-Disparagement Tail Period"), the Company shall not, and shall use commercially reasonable efforts to cause its directors, officers, employees, agents, and authorized spokespersons not

Section 7.2 — Non-Disparagement by the Investor. During the Standstill Period and the Non-Disparagement Tail Period, the Investor shall not, and shall cause its Affiliates, the Investor Principals, and their respective officers, employees, agents, and authorized spokespersons not to, directly or indirectly, make, publish, issue, or cause to be made, published, or issued any public statement, public communication, pre

Section 7.3 — Exceptions. Nothing in this Article VII shall prevent either Party or any of its respective Representatives from: (a) making truthful statements in good-faith response to any legal process, subpoena, interrogatory, or request for information or documents in any administrative, legislative, judicial, or arbitral proceeding, or in connection with any governmental or regulatory investigation; (b) making an

ARTICLE VIII — CONFIDENTIALITY

Section 8.1 — Confidential Information. Each Party acknowledges that, during the course of the negotiations leading to this Agreement and in connection with the performance of this Agreement, such Party has received and may continue to receive non-public, confidential, or proprietary information of the other Party (collectively, "Confidential Information"). Each Party shall, and shall cause its Affiliates and Represe

Section 8.2 — Permitted Disclosures. Confidential Information may be disclosed: (a) to the receiving Party's Representatives who have a need to know such information for the purposes contemplated by this Agreement and who are bound by confidentiality obligations at least as restrictive as those set forth in this Article VIII (or who are subject to professional obligations of confidentiality); (b) as required by appli

Section 8.3 — Survival. The obligations of the Parties under this Article VIII shall survive the expiration or earlier termination of this Agreement for a period of twenty-four (24) months following the date of such expiration or termination.

Section 9.1 — Expiration. This Agreement shall automatically terminate upon the expiration of the Standstill Period (that is, on the date that is thirty (30) calendar days prior to the advance notice deadline for the submission of director nominations and stockholder proposals for the Company's 2025 Annual General Meeting of Stockholders, as determined pursuant to the Bylaws), without any action required by either Pa

Section 9.2 — Early Termination Events. This Agreement may be terminated prior to the expiration of the Standstill Period upon the occurrence of any of the following events: (a) Material Breach. Either Party may terminate this Agreement upon material breach by the other Party of any representation, warranty, covenant, or obligation set forth in this Agreement, provided that (i) the non-breaching Party has provided wr

Section 9.3 — Replacement Director Process. (a) In the event that Ms. Sinclair-Moreau ceases to serve as a director of the Company for any reason other than her voluntary resignation, the Investor shall have the right to propose a replacement director candidate (the "Replacement Nominee") to the Board by delivering written notice to the Company identifying the Replacement Nominee within ten (10) Business Days followi

Section 9.4 — Effect of Termination. Upon the expiration or earlier termination of this Agreement, all rights and obligations of the Parties under this Agreement shall cease and be of no further force or effect, except that: (a) Article VII (Mutual Non-Disparagement) shall survive the expiration or termination of this Agreement for the duration of the Non-Disparagement Tail Period (that is, for a period of twelve (12

ARTICLE X — REPRESENTATIONS AND WARRANTIES

Section 10.1 — Representations and Warranties of the Company. The Company hereby represents and warrants to the Investor, as of the Effective Date, as follows: (a) The Company is a public limited company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on

Section 10.2 — Representations and Warranties of the Investor. The Investor hereby represents and warrants to the Company, as of the Effective Date, as follows: (a) The Investor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite partnership power and authority to own, lease, and operate its properties and assets and to carry o

ARTICLE XI — PUBLIC ANNOUNCEMENTS

Section 11.1 — Joint Press Release. Promptly following the execution and delivery of this Agreement by both Parties, the Parties shall jointly issue a mutually agreed press release announcing the material terms of this Agreement (the "Joint Press Release"), substantially in the form attached hereto as Exhibit A. Neither Party shall issue the Joint Press Release, or any portion thereof, until both Parties have approve

Section 11.2 — Form 8-K. Promptly following the execution and delivery of this Agreement, and in no event later than four (4) Business Days following the Effective Date, the Company shall file a Current Report on Form 8-K with the SEC (CIK number: 0001847263) reporting the entry into this Agreement under Item 1.01 (Entry into a Material Definitive Agreement) and the appointment of Ms. Sinclair-Moreau to the Board und

Section 11.3 — Schedule 13D Amendment. Promptly following the execution and delivery of this Agreement, and in accordance with the requirements of the Exchange Act, the Investor shall file an amendment to its Schedule 13D with the SEC (SEC file number SC 13D/005-91482) to reflect the entry into this Agreement and to amend Item 4 (Purpose of Transaction) of the Schedule 13D to describe the terms and provisions of this

Section 11.4 — No Other Public Statements. Except as set forth in Sections 11.1, 11.2, and 11.3, and except for any subsequent filings, amendments, or disclosures required by applicable law, regulation, or stock exchange rules, neither Party shall make, issue, or authorize any public announcement, press release, public statement, or public communication regarding this Agreement, the negotiations leading to this Agree

ARTICLE XII — GENERAL PROVISIONS

Section 12.1 — Governing Law. This Agreement, and all claims, causes of action, and disputes (whether in contract, tort, or statute) that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution, or performance of this Agreement (including any claim or cause of action based upon, arising out of, or related to any representation or warranty made in or in connection with this Agreemen

Section 12.2 — Jurisdiction and Venue. 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 or lacks subject matter jurisdiction over a particular matter, the Superior Court of the State of Delaware (Complex Commercial