Contract analysis

Section 1: Preliminary Statement and Nature of Document This Non-Binding Term Sheet (this "Term Sheet") sets forth the principal terms of a proposed cooperation agreement (the "Cooperation Agreement") between Northgate Telecommunications PLC, a Delaware corporation ("Northgate" or "NTP"), on the one hand, and Greystone Capital Partners LP, a Delaware limited partnership ("Greystone" or "GCP"), together with its gener

Section 2: Parties 2.1 The Company Full Legal Name: Northgate Telecommunications PLC Jurisdiction of Incorporation: State of Delaware Principal Executive Offices: 45 Broadwick Street, London W1F 0DB, United Kingdom Registered Agent: Meridian Registered Agents, Inc., 1209 Orange Street, Wilmington, Delaware 19801 NYSE Ticker Symbol: NTP Shares of Common Stock Outstanding: 412,000,000 shares of common stock, par value

Section 3: Background and Recitals The following recitals set forth the factual background giving rise to this Term Sheet and the contemplated Cooperation Agreement. These recitals are intended to provide context for the terms set forth herein and shall be incorporated in substance into the definitive Cooperation Agreement. A. Between September 2022 and January 2023, Greystone accumulated a significant position in th

Section 4: Board of Directors 4.1 Board Expansion Effective as of and contingent upon the execution and delivery of the definitive Cooperation Agreement, the Board of Directors of NTP shall be expanded from 11 directors to 12 directors. The Board shall take all actions necessary and appropriate to effect such expansion, including the adoption of any necessary resolutions amending NTP's Amended and Restated Bylaws to

Section 5: Standstill Provisions 5.1 Standstill Period The standstill period (the "Standstill Period") shall commence upon the date of execution and delivery of the definitive Cooperation Agreement and shall expire on the date that is 30 calendar days prior to the advance notice deadline for the nomination of directors at the 2025 Annual General Meeting of NTP (as such deadline is determined in accordance with NTP's

Section 6: Voting Commitments 6.1 General Voting Commitment During the Standstill Period, Greystone shall cause all shares of NTP common stock beneficially owned by Greystone and its affiliates, associates, and any person acting in concert with Greystone to be present, in person or by proxy, for quorum purposes at each annual meeting and each special meeting of the stockholders of NTP duly called during the Standstil

Section 7: Expense Reimbursement NTP shall reimburse Greystone for documented, reasonable out-of-pocket fees and expenses (including fees and expenses of outside legal counsel, financial advisors, proxy solicitors, public relations consultants, and other professional advisors) actually incurred by Greystone in connection with (i) its activism campaign relating to NTP, including the preparation and filing of the Sched

Section 8: Strategic Review of the Enterprise Software Division Concurrent with the public announcement of the Cooperation Agreement and the filing of the Current Report on Form 8-K described in Section 11, the Board of Directors of NTP shall publicly announce the initiation of a comprehensive strategic review of NTP's Enterprise Software Division ("ESD"). The strategic review shall encompass the full range of strate

Section 9: Mutual Non-Disparagement Each of NTP (including its Board of Directors, officers, and employees acting on behalf of NTP) and Greystone (including GCM, their respective principals, partners, officers, and employees acting on behalf of Greystone) shall refrain from making, or causing to be made, any public statement, public communication, press release, social media post, interview, or other public communica

Section 10: Confidentiality Each party shall maintain in strict confidence and shall not disclose to any third party (other than such party's respective directors, officers, employees, partners, advisors, counsel, and accountants, in each case on a need-to-know basis and subject to obligations of confidentiality no less restrictive than those set forth herein) any and all non-public information exchanged between the

Section 11: Public Announcement Upon execution and delivery of the definitive Cooperation Agreement, NTP and Greystone shall issue a mutually agreed joint press release announcing the execution of the Cooperation Agreement and the principal terms thereof (the "Joint Press Release"). The form and substance of the Joint Press Release shall be agreed upon by the parties and their respective counsel in advance of the exe

Section 12: Termination 12.1 Expiration. The Cooperation Agreement (other than those provisions that expressly survive the expiration or termination thereof) shall terminate automatically upon the expiration of the Standstill Period, without any further action or notice by either party. Upon such expiration, the parties shall be released from their respective obligations under the Cooperation Agreement, subject to th

Section 13: Governing Law and Dispute Resolution The definitive Cooperation Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Eac

Section 14: Definitive Agreement Process The parties shall negotiate in good faith toward a definitive Cooperation Agreement reflecting the terms set forth in this Term Sheet. Calderwood & Harkness LLP, as counsel to NTP, shall prepare the initial draft of the definitive Cooperation Agreement and shall circulate such draft to Whitaker, Drummond & Chase LLP, as counsel to Greystone, for review and comment. The parties

Section 15: Miscellaneous 15.1 Non-Binding Nature This Term Sheet is intended solely to summarize certain principal terms and conditions that the parties have discussed and, except as expressly set forth herein, does not constitute a legally binding agreement, obligation, or commitment of any party. The parties acknowledge and agree, however, that the confidentiality provisions set forth in Section 10 of this Term Sh