[sheet: Cover]

Field	Value
Document Title	Closing Checklist — Cooperation Agreement
Matter	Northgate Telecommunications PLC — Cooperation Agreement with Greystone Capital Partners LP
Matter Number	1022-00003
Client	Northgate Telecommunications PLC
Client NYSE Ticker	NTP
Client Principal Executive Offices	45 Broadwick Street, London W1F 0DB, United Kingdom
Client Delaware Registered Office	c/o Meridian Registered Agents, Inc., 1209 Orange Street, Wilmington, DE 19801
Client General Counsel & Corporate Secretary	Priya Nandakumar
Counterparty	Greystone Capital Partners LP
Counterparty Principal Place of Business	590 Madison Avenue, 34th Floor, New York, NY 10022
Counterparty General Partner	Greystone Capital Management LLC
Counterparty Managing Partner	Dominic Ferraro
Client's Outside Counsel	Calderwood & Harkness LLP
Counterparty's Outside Counsel	Whitaker, Drummond & Chase LLP
Responsible Partner	Angela Fontaine
Billing Partner	Renata Vasquez
Lead Associate	Marcus Leung
Prepared By	Sophie Tremblay, Working Associate, Calderwood & Harkness LLP
Cooperation Agreement Execution Date	June 12, 2023
Governing Law	State of Delaware
Exclusive Forum	Court of Chancery of the State of Delaware
Date Prepared	June 12, 2023
Last Updated	June 19, 2023

[sheet: Closing Checklist]

Item No.	Category	Description	Responsible Party	Supporting Counsel / Advisor	Status	Date Due	Date Completed	Notes
1	Pre-Closing — Board Approval	Board Resolutions of Northgate Telecommunications PLC approving: (i) Cooperation Agreement in substantially final form; (ii) expansion of the Board from 11 to 12 directors; (iii) appointment of Catherine Sinclair-Moreau as Class II independent director; (iv) appointment of Ms. Sinclair-Moreau to the Technology & Strategy Committee; (v) authorization for Priya Nandakumar to execute the Cooperation Agreement and ancillary documents; (vi) authorization of Form 8-K filing and joint press release; (vii) reimbursement of Greystone expenses up to $1,750,000 cap; (viii) announcement of strategic review of the Enterprise Software Division	Northgate Telecommunications PLC (Priya Nandakumar)	Calderwood & Harkness LLP (Angela Fontaine / Marcus Leung)	Complete	June 11, 2023	June 11, 2023	Unanimous written consent of the Board of Directors adopted June 11, 2023. Board expanded from 11 to 12 directors effective upon execution of the Cooperation Agreement.
2	Closing — Execution	Execution of the Cooperation Agreement by Northgate Telecommunications PLC — signed by Priya Nandakumar (General Counsel & Corporate Secretary) on behalf of NTP, as authorized by the Board	Northgate Telecommunications PLC (Priya Nandakumar)	Calderwood & Harkness LLP	Complete	June 12, 2023	June 12, 2023	Execution version dated June 12, 2023. Governed by the laws of the State of Delaware. Exclusive jurisdiction: Court of Chancery of the State of Delaware (with fallback to Superior Court of Delaware or U.S. District Court for the District of Delaware).
3	Closing — Execution	Execution of the Cooperation Agreement by Greystone Capital Partners LP — signed by Dominic Ferraro (Founding / Managing Partner) on behalf of Greystone Capital Partners LP, acting through its general partner Greystone Capital Management LLC	Greystone Capital Partners LP (Dominic Ferraro)	Whitaker, Drummond & Chase LLP (Jonathan Whitaker)	Complete	June 12, 2023	June 12, 2023	Counterpart signature page received by Calderwood & Harkness LLP on June 12, 2023.
4	Closing — Counterparty Deliverable	Written withdrawal by Greystone Capital Partners LP of the nomination of marshall Henning (age 55, former CFO of Lakeshore Broadband Corp.) as a director nominee, effective upon execution of the Cooperation Agreement	Greystone Capital Partners LP	Whitaker, Drummond & Chase LLP (Maya Krishnamurthy)	Complete	June 12, 2023	June 12, 2023	Withdrawal letter delivered to Priya Nandakumar. Original advance notice filed March 8, 2023 had nominated both Catherine Sinclair-Moreau and marshall Henning.
5	Closing — Director Appointment	Appointment of Catherine 'Kate' Sinclair-Moreau (age 48) as a Class II independent director of Northgate Telecommunications PLC, effective upon execution of the Cooperation Agreement; term expiring at the 2025 AGM	Northgate Telecommunications PLC	Calderwood & Harkness LLP	Complete	June 12, 2023	June 12, 2023	Ms. Sinclair-Moreau: former COO of Ridgeline Networks Inc.; current independent director at Brindoval Data Holdings Corp. and Arden Communications Group Inc. Classified as Class II director.
6	Closing — Committee Assignment	Appointment of Catherine Sinclair-Moreau to the Technology & Strategy Committee of the Board of Directors of Northgate Telecommunications PLC	Northgate Telecommunications PLC (Sir Edmund Prumvane, Chairman)	Calderwood & Harkness LLP	Complete	June 12, 2023	June 12, 2023	Technology & Strategy Committee Chair: Margaret Liu. Other members include Dr. Amir Rashidi and Henrik Johansson.
7	Post-Closing — SEC Filing	Filing of Form 8-K (Current Report) with the SEC by Northgate Telecommunications PLC — 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); attaching Cooperation Agreement as Exhibit 10.1 and joint press release as Exhibit 99.1	Northgate Telecommunications PLC (Priya Nandakumar / Graham Phelps, CFO)	Calderwood & Harkness LLP (Marcus Leung / Sophie Tremblay)	Complete	June 13, 2023	June 13, 2023	CIK: 0001847263. Filed via EDGAR. Concurrent with issuance of joint press release.
8	Post-Closing — Public Announcement	Issuance of joint press release by Northgate Telecommunications PLC and Greystone Capital Partners LP announcing execution of the Cooperation Agreement, appointment of Catherine Sinclair-Moreau, board expansion to 12 directors, withdrawal of marshall Henning nomination, and initiation of strategic review of the Enterprise Software Division (ESD)	Northgate Telecommunications PLC / Greystone Capital Partners LP	Calderwood & Harkness LLP / Whitaker, Drummond & Chase LLP / Hargrove Advisory Group LLC (Dennis Hargrove)	Complete	June 13, 2023	June 13, 2023	Press release includes quotes from Sir Edmund Prumvane (Chairman) and Dominic Ferraro (Managing Partner, Greystone). References NYSE ticker NTP. Notes ESD strategic review to be conducted with Esterline Partners LLC (Victoria Chen-Halsted, MD) and completed by December 31, 2023. ESD FY 2022 revenue: $1.82 billion (28.5% of NTP's $6.38 billion FY 2022 revenue).
9	Post-Closing — Counterparty SEC Filing	Filing of amended Schedule 13D/A by Greystone Capital Partners LP with the SEC, reflecting the Cooperation Agreement and amended Item 4 (Purpose of Transaction)	Greystone Capital Partners LP (Lena Ostrowski, Portfolio Manager)	Whitaker, Drummond & Chase LLP (Jonathan Whitaker)	Complete	June 14, 2023	June 14, 2023	Original Schedule 13D filed February 14, 2023 (SEC file number: SC 13D/005-91482) disclosing beneficial ownership of 28,016,000 shares (6.8% of 412,000,000 shares outstanding). Average cost basis: $31.47/share; total position cost approx. $881.5M. Standstill ownership cap under Cooperation Agreement: 9.9% (= 40,788,000 shares).
10	Post-Closing — Director Onboarding	Completion and submission of Director & Officer questionnaire by Catherine Sinclair-Moreau for SEC disclosure, proxy statement, and corporate governance purposes	Catherine Sinclair-Moreau	Calderwood & Harkness LLP (Sophie Tremblay) / Northgate Corporate Secretary (Priya Nandakumar)	Complete	June 16, 2023	June 15, 2023	Questionnaire covers biographical information, independence assessment, related-party transactions, and other board memberships (Brindoval Data Holdings Corp. and Arden Communications Group Inc.).
11	Post-Closing — Exchange Notification	Notification to the NYSE of change in board composition of Northgate Telecommunications PLC (expansion from 11 to 12 directors; appointment of Catherine Sinclair-Moreau as independent Class II director)	Northgate Telecommunications PLC (Priya Nandakumar)	Calderwood & Harkness LLP	Complete	June 16, 2023	June 14, 2023	NYSE ticker: NTP. Notification submitted per NYSE Listed Company Manual requirements.
12	Post-Closing — Investor Relations	Investor communication regarding execution of the Cooperation Agreement and appointment of new director, disseminated via Hargrove Advisory Group LLC to institutional shareholders and key stakeholders	Hargrove Advisory Group LLC (Dennis Hargrove)	Northgate Telecommunications PLC (Priya Nandakumar / Fiona Caldwell, CEO)	Complete	June 16, 2023	June 15, 2023	Hargrove Advisory Group LLC, 1345 Avenue of the Americas, Suite 2800, New York, NY 10105. Communication summarizes key terms of Cooperation Agreement and strategic review commitment.
13	Post-Closing — Insurance	Confirmation of D&O insurance coverage for Catherine Sinclair-Moreau as a newly appointed director of Northgate Telecommunications PLC, effective as of June 12, 2023	Northgate Telecommunications PLC (Graham Phelps, CFO / Priya Nandakumar)	Calderwood & Harkness LLP	Complete	June 16, 2023	June 16, 2023	Confirmation received from NTP's D&O insurance broker. Coverage effective as of date of appointment (June 12, 2023).
14	Post-Closing — Corporate Website	Update of Northgate Telecommunications PLC corporate website — corporate governance page — to reflect: (i) expansion of Board to 12 directors; (ii) addition of Catherine Sinclair-Moreau as Class II director and member of Technology & Strategy Committee; (iii) posting of Cooperation Agreement (as filed with the 8-K)	Northgate Telecommunications PLC (Investor Relations / Corporate Secretary)	N/A	Complete	June 16, 2023	June 15, 2023	Website updated to reflect full 12-member board composition.
15	Post-Closing — Transfer Agent	Notification to Pinnacle Trust Company, N.A. (transfer agent and registrar for NTP common stock) of the Cooperation Agreement and Greystone ownership standstill cap (9.9% of outstanding shares)	Northgate Telecommunications PLC (Priya Nandakumar)	Calderwood & Harkness LLP (Sophie Tremblay)	Complete	June 16, 2023	June 16, 2023	Pinnacle Trust Company, N.A., 6201 15th Avenue, Brooklyn, NY 11219. NTP shares outstanding: 412,000,000. Standstill cap: 9.9% = 40,788,000 shares.
16	Post-Closing — Expense Reimbursement	Submission by Greystone Capital Partners LP of documented, reasonable out-of-pocket expenses (including legal fees of Whitaker, Drummond & Chase LLP and advisory fees of Veltrano Advisors LLC) incurred in connection with activism campaign and negotiation of Cooperation Agreement, for reimbursement by NTP up to the $1,750,000 cap	Greystone Capital Partners LP	Whitaker, Drummond & Chase LLP / Northgate (Graham Phelps, CFO)	Pending	July 12, 2023	Expense reimbursement capped at $1,750,000 per the Cooperation Agreement. Supporting documentation to be reviewed by NTP prior to payment.
17	Post-Closing — Matter Close	Final invoice from Calderwood & Harkness LLP for Matter No. 1022-00003; matter close	Calderwood & Harkness LLP	Renata Vasquez (Billing Partner)	Complete	July 3, 2023	July 3, 2023	Actual total fees billed: $472,350. Disbursements: $8,214. Engagement letter estimated fees: $485,000. Matter closed June 19, 2023; final invoice dated July 3, 2023.

[sheet: Key Contacts]

Name	Title / Role	Organization	Address	Party Role
Priya Nandakumar	General Counsel & Corporate Secretary	Northgate Telecommunications PLC	45 Broadwick Street, London W1F 0DB, United Kingdom	Client — Authorized Signatory
Sir Edmund Prumvane	Chairman of the Board	Northgate Telecommunications PLC	45 Broadwick Street, London W1F 0DB, United Kingdom	Client — Board Chairman
Fiona Caldwell	Chief Executive Officer	Northgate Telecommunications PLC	45 Broadwick Street, London W1F 0DB, United Kingdom	Client — CEO
Graham Phelps	Chief Financial Officer	Northgate Telecommunications PLC	45 Broadwick Street, London W1F 0DB, United Kingdom	Client — CFO
Dominic Ferraro	Founding / Managing Partner	Greystone Capital Partners LP	590 Madison Avenue, 34th Floor, New York, NY 10022	Counterparty — Authorized Signatory
Lena Ostrowski	Portfolio Manager (NTP Position)	Greystone Capital Partners LP	590 Madison Avenue, 34th Floor, New York, NY 10022	Counterparty — Portfolio Manager
Catherine 'Kate' Sinclair-Moreau	Newly Appointed Class II Independent Director	Northgate Telecommunications PLC (Board)	N/A	Greystone-Designated Director
Angela Fontaine	Responsible Partner	Calderwood & Harkness LLP	450 Lexington Avenue, New York, NY 10017	Client's Outside Counsel
Renata Vasquez	Billing Partner	Calderwood & Harkness LLP	450 Lexington Avenue, New York, NY 10017	Client's Outside Counsel
Marcus Leung	Lead Associate	Calderwood & Harkness LLP	450 Lexington Avenue, New York, NY 10017	Client's Outside Counsel
Sophie Tremblay	Working Associate	Calderwood & Harkness LLP	450 Lexington Avenue, New York, NY 10017	Client's Outside Counsel
Jonathan Whitaker	Lead Partner	Whitaker, Drummond & Chase LLP	787 Seventh Avenue, New York, NY 10019	Counterparty's Outside Counsel
Maya Krishnamurthy	Associate	Whitaker, Drummond & Chase LLP	787 Seventh Avenue, New York, NY 10019	Counterparty's Outside Counsel
Dennis Hargrove	Lead Advisor	Hargrove Advisory Group LLC	1345 Avenue of the Americas, Suite 2800, New York, NY 10105	Proxy Solicitor to NTP
Victoria Chen-Halsted	Managing Director	Esterline Partners LLC	300 Park Avenue, 20th Floor, New York, NY 10022	Financial Advisor to NTP
Peter Lundgren	Lead Advisor	Veltrano Advisors LLC	399 Park Avenue, Suite 1600, New York, NY 10043	Financial Advisor to Greystone
N/A	Transfer Agent & Registrar	Pinnacle Trust Company, N.A.	6201 15th Avenue, Brooklyn, NY 11219	Transfer Agent for NTP
N/A	Delaware Registered Agent	Meridian Registered Agents, Inc.	1209 Orange Street, Wilmington, DE 19801	NTP Delaware Registered Agent

[sheet: Key Dates]

Date	Event	Notes
Sep 2022	Greystone Capital Partners LP begins accumulating NTP shares	Accumulation period: September 2022 through January 2023
Jan 9, 2023	Greystone crosses 5% ownership threshold in NTP	28,016,000 shares; 6.8% of 412,000,000 shares outstanding
Feb 14, 2023	Greystone files Schedule 13D with the SEC	SEC file no. SC 13D/005-91482; disclosed average cost basis $31.47/share; NTP share price: $34.51
Feb 22, 2023	Greystone publishes open letter to NTP Board of Directors	Demanded: (i) two board seats, (ii) operational excellence committee, (iii) strategic review of ESD, (iv) $500M accelerated share repurchase
Feb 27, 2023	Matter opened at Calderwood & Harkness LLP	Matter No. 1022-00003; NTP share price: $35.12
Feb 28, 2023	Calderwood & Harkness engagement letter executed	Estimated fees: $485,000 excl. disbursements
Mar 8, 2023	Greystone files advance notice of director nominations	Nominees: Catherine Sinclair-Moreau and marshall Henning
Mar 15, 2023	Private negotiations commence between NTP and Greystone	Counsel: Calderwood & Harkness LLP and Whitaker, Drummond & Chase LLP
Apr 12, 2023	Advance notice deadline for 2023 AGM director nominations	90 days prior to July 12, 2023 AGM
Apr 28, 2023	Term sheet on principal settlement terms agreed	Non-binding; subject to definitive documentation
May 3, 2023	Drafting of definitive Cooperation Agreement commences	Initial draft prepared by Calderwood & Harkness LLP
Jun 9, 2023	Final draft of Cooperation Agreement circulated	All substantive issues resolved
Jun 11, 2023	NTP Board unanimous written consent adopted	Board resolutions approving Cooperation Agreement, expansion, and appointment
Jun 12, 2023	Cooperation Agreement executed	Signed by Priya Nandakumar (NTP) and Dominic Ferraro (Greystone)
Jun 13, 2023	Form 8-K filed with SEC; joint press release issued	Items 1.01 and 5.02; CIK 0001847263
Jun 14, 2023	Greystone files Schedule 13D/A with SEC	Amended Item 4 to reflect Cooperation Agreement
Jun 19, 2023	Matter closed at Calderwood & Harkness LLP	NTP share price: $37.88
Jul 3, 2023	Final Calderwood & Harkness invoice issued	Actual fees: $472,350; disbursements: $8,214
Jul 12, 2023	NTP 2023 Annual General Meeting held as scheduled	Board slate includes 12 directors
Dec 31, 2023	Deadline for completion of ESD strategic review	Conducted with Esterline Partners LLC; ESD FY 2022 revenue: $1.82B

[sheet: Key Agreement Terms]

Term / Provision	Detail
Execution Date	June 12, 2023
Parties	Northgate Telecommunications PLC and Greystone Capital Partners LP
NTP Signatories	Priya Nandakumar, General Counsel & Corporate Secretary
Greystone Signatories	Dominic Ferraro, Founding / Managing Partner
Board Expansion	From 11 to 12 directors, effective upon execution
New Director Appointed	Catherine 'Kate' Sinclair-Moreau, age 48, Class II independent director
Committee Assignment	Technology & Strategy Committee
Term of Appointment	Expiring at the 2025 AGM
Withdrawn Nominee	Marshall Henning (age 55, former CFO of Lakeshore Broadband Corp.)
Standstill Period	From execution through 30 calendar days prior to the advance notice deadline for the 2025 AGM
Greystone Ownership Cap	9.9% of outstanding shares (= 40,788,000 of 412,000,000 shares)
Current Greystone Position	28,016,000 shares (6.8% of outstanding)
Greystone Standstill Obligations	No proxy/consent solicitations; no vote-no campaigns; no special meetings; no public proposals for extraordinary transactions; no group formation (Section 13(d)(3)); no disparaging public statements
NTP Standstill Obligations	Non-disparagement; slate commitment for Sinclair-Moreau at 2025 AGM; board size cap at 12 without Greystone's prior written consent (not to be unreasonably withheld)
Voting Commitments (Greystone)	Vote in favor of NTP's director nominees and per Board recommendation on all proposals; exception: Extraordinary Transactions (discretion permitted)
Extraordinary Transaction Definition	Mergers, acquisitions, or dispositions involving consideration exceeding 25% of NTP's market capitalization
Expense Reimbursement Cap	$1,750,000 for Greystone's documented, reasonable out-of-pocket expenses
Non-Disparagement Survival	During Standstill Period and 12 months following expiration
Confidentiality Survival	24 months following expiration of the Standstill Period
Termination Events	(i) Material breach uncured for 15 business days after written notice; (ii) NTP enters definitive Change of Control agreement; (iii) Sinclair-Moreau ceases to serve and NTP fails to appoint mutually agreed replacement within 30 calendar days
Governing Law	State of Delaware (DGCL)
Exclusive Forum	Court of Chancery of the State of Delaware; fallback: Superior Court of Delaware or U.S. District Court for the District of Delaware
Strategic Review	Board to announce strategic review of Enterprise Software Division (ESD); to be conducted with Esterline Partners LLC; completion deadline December 31, 2023
ESD FY 2022 Revenue	$1.82 billion (28.5% of NTP FY 2022 revenue of $6.38 billion)

NTP Shares Outstanding	412,000,000 shares of common stock
NTP Market Cap (Feb 2023)	Approx. $14.2 billion (412M shares × $34.51)
NTP EIN	84-3291057
Greystone EIN	83-2674510
NTP CIK	0001847263
NTP Certificate of Incorporation Last Amended	May 14, 2021
NTP Bylaws Last Amended	November 3, 2022

[sheet: Cover]
Field | Value
Document Title | Closing Checklist — Cooperation Agreement
Matter | Northgate Telecommunications PLC — Cooperation Agreement with Greystone Capital Partners LP
Matter Number | 1022-00003
Client | Northgate Telecommunications PLC
Client NYSE Ticker | NTP
Client Principal Executive Offices | 45 Broadwick Street, London W1F 0DB, United Kingdom
Client Delaware Registered Office | c/o Meridian Registered Agents, Inc., 1209 Orange Street, Wilmington, DE 19801
Client General Counsel & Corporate Secretary | Priya Nandakumar
Counterparty | Greystone Capital Partners LP
Counterparty Principal Place of Business | 590 Madison Avenue, 34th Floor, New York, NY 10022
Counterparty General Partner | Greystone Capital Management LLC
Counterparty Managing Partner | Dominic Ferraro
Client's Outside Counsel | Calderwood & Harkness LLP
Counterparty's Outside Counsel | Whitaker, Drummond & Chase LLP
Responsible Partner | Angela Fontaine
Billing Partner | Renata Vasquez
Lead Associate | Marcus Leung
Prepared By | Sophie Tremblay, Working Associate, Calderwood & Harkness LLP
Cooperation Agreement Execution Date | June 12, 2023
Governing Law | State of Delaware
Exclusive Forum | Court of Chancery of the State of Delaware
Date Prepared | June 12, 2023
Last Updated | June 19, 2023
[sheet: Closing Checklist]
Item No. | Category | Description | Responsible Party | Supporting Counsel / Advisor | Status | Date Due | Date Completed | Notes
1 | Pre-Closing — Board Approval | Board Resolutions of Northgate Telecommunications PLC approving: (i) Cooperation Agreement in substantially final form; (ii) expansion of the Board from 11 to 12 directors; (iii) appointment of Catherine Sinclair-Moreau as Class II independent director; (iv) appointment of Ms. Sinclair-Moreau to the Technology & Strategy Committee; (v) authorization for Priya Nandakumar to execute the Cooperation Agreement and ancillary documents; (vi) authorization of Form 8-K filing and joint press release; (vii) reimbursement of Greystone expenses up to $1,750,000 cap; (viii) announcement of strategic review of the Enterprise Software Division | Northgate Telecommunications PLC (Priya Nandakumar) | Calderwood & Harkness LLP (Angela Fontaine / Marcus Leung) | Complete | June 11, 2023 | June 11, 2023 | Unanimous written consent of the Board of Directors adopted June 11, 2023. Board expanded from 11 to 12 directors effective upon execution of the Cooperation Agreement.
2 | Closing — Execution | Execution of the Cooperation Agreement by Northgate Telecommunications PLC — signed by Priya Nandakumar (General Counsel & Corporate Secretary) on behalf of NTP, as authorized by the Board | Northgate Telecommunications PLC (Priya Nandakumar) | Calderwood & Harkness LLP | Complete | June 12, 2023 | June 12, 2023 | Execution version dated June 12, 2023. Governed by the laws of the State of Delaware. Exclusive jurisdiction: Court of Chancery of the State of Delaware (with fallback to Superior Court of Delaware or U.S. District Court for the District of Delaware).
3 | Closing — Execution | Execution of the Cooperation Agreement by Greystone Capital Partners LP — signed by Dominic Ferraro (Founding / Managing Partner) on behalf of Greystone Capital Partners LP, acting through its general partner Greystone Capital Management LLC | Greystone Capital Partners LP (Dominic Ferraro) | Whitaker, Drummond & Chase LLP (Jonathan Whitaker) | Complete | June 12, 2023 | June 12, 2023 | Counterpart signature page received by Calderwood & Harkness LLP on June 12, 2023.
4 | Closing — Counterparty Deliverable | Written withdrawal by Greystone Capital Partners LP of the nomination of marshall Henning (age 55, former CFO of Lakeshore Broadband Corp.) as a director nominee, effective upon execution of the Cooperation Agreement | Greystone Capital Partners LP | Whitaker, Drummond & Chase LLP (Maya Krishnamurthy) | Complete | June 12, 2023 | June 12, 2023 | Withdrawal letter delivered to Priya Nandakumar. Original advance notice filed March 8, 2023 had nominated both Catherine Sinclair-Moreau and marshall Henning.
5 | Closing — Director Appointment | Appointment of Catherine 'Kate' Sinclair-Moreau (age 48) as a Class II independent director of Northgate Telecommunications PLC, effective upon execution of the Cooperation Agreement; term expiring at the 2025 AGM | Northgate Telecommunications PLC | Calderwood & Harkness LLP | Complete | June 12, 2023 | June 12, 2023 | Ms. Sinclair-Moreau: former COO of Ridgeline Networks Inc.; current independent director at Brindoval Data Holdings Corp. and Arden Communications Group Inc. Classified as Class II director.
6 | Closing — Committee Assignment | Appointment of Catherine Sinclair-Moreau to the Technology & Strategy Committee of the Board of Directors of Northgate Telecommunications PLC | Northgate Telecommunications PLC (Sir Edmund Prumvane, Chairman) | Calderwood & Harkness LLP | Complete | June 12, 2023 | June 12, 2023 | Technology & Strategy Committee Chair: Margaret Liu. Other members include Dr. Amir Rashidi and Henrik Johansson.
7 | Post-Closing — SEC Filing | Filing of Form 8-K (Current Report) with the SEC by Northgate Telecommunications PLC — 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); attaching Cooperation Agreement as Exhibit 10.1 and joint press release as Exhibit 99.1 | Northgate Telecommunications PLC (Priya Nandakumar / Graham Phelps, CFO) | Calderwood & Harkness LLP (Marcus Leung / Sophie Tremblay) | Complete | June 13, 2023 | June 13, 2023 | CIK: 0001847263. Filed via EDGAR. Concurrent with issuance of joint press release.
8 | Post-Closing — Public Announcement | Issuance of joint press release by Northgate Telecommunications PLC and Greystone Capital Partners LP announcing execution of the Cooperation Agreement, appointment of Catherine Sinclair-Moreau, board expansion to 12 directors, withdrawal of marshall Henning nomination, and initiation of strategic review of the Enterprise Software Division (ESD) | Northgate Telecommunications PLC / Greystone Capital Partners LP | Calderwood & Harkness LLP / Whitaker, Drummond & Chase LLP / Hargrove Advisory Group LLC (Dennis Hargrove) | Complete | June 13, 2023 | June 13, 2023 | Press release includes quotes from Sir Edmund Prumvane (Chairman) and Dominic Ferraro (Managing Partner, Greystone). References NYSE ticker NTP. Notes ESD strategic review to be conducted with Esterline Partners LLC (Victoria Chen-Halsted, MD) and completed by December 31, 2023. ESD FY 2022 revenue: $1.82 billion (28.5% of NTP's $6.38 billion FY 2022 revenue).
9 | Post-Closing — Counterparty SEC Filing | Filing of amended Schedule 13D/A by Greystone Capital Partners LP with the SEC, reflecting the Cooperation Agreement and amended Item 4 (Purpose of Transaction) | Greystone Capital Partners LP (Lena Ostrowski, Portfolio Manager) | Whitaker, Drummond & Chase LLP (Jonathan Whitaker) | Complete | June 14, 2023 | June 14, 2023 | Original Schedule 13D filed February 14, 2023 (SEC file number: SC 13D/005-91482) disclosing beneficial ownership of 28,016,000 shares (6.8% of 412,000,000 shares outstanding). Average cost basis: $31.47/share; total position cost approx. $881.5M. Standstill ownership cap under Cooperation Agreement: 9.9% (= 40,788,000 shares).
10 | Post-Closing — Director Onboarding | Completion and submission of Director & Officer questionnaire by Catherine Sinclair-Moreau for SEC disclosure, proxy statement, and corporate governance purposes | Catherine Sinclair-Moreau | Calderwood & Harkness LLP (Sophie Tremblay) / Northgate Corporate Secretary (Priya Nandakumar) | Complete | June 16, 2023 | June 15, 2023 | Questionnaire covers biographical information, independence assessment, related-party transactions, and other board memberships (Brindoval Data Holdings Corp. and Arden Communications Group Inc.).
11 | Post-Closing — Exchange Notification | Notification to the NYSE of change in board composition of Northgate Telecommunications PLC (expansion from 11 to 12 directors; appointment of Catherine Sinclair-Moreau as independent Class II director) | Northgate Telecommunications PLC (Priya Nandakumar) | Calderwood & Harkness LLP | Complete | June 16, 2023 | June 14, 2023 | NYSE ticker: NTP. Notification submitted per NYSE Listed Company Manual requirements.
12 | Post-Closing — Investor Relations | Investor communication regarding execution of the Cooperation Agreement and appointment of new director, disseminated via Hargrove Advisory Group LLC to institutional shareholders and key stakeholders | Hargrove Advisory Group LLC (Dennis Hargrove) | Northgate Telecommunications PLC (Priya Nandakumar / Fiona Caldwell, CEO) | Complete | June 16, 2023 | June 15, 2023 | Hargrove Advisory Group LLC, 1345 Avenue of the Americas, Suite 2800, New York, NY 10105. Communication summarizes key terms of Cooperation Agreement and strategic review commitment.
13 | Post-Closing — Insurance | Confirmation of D&O insurance coverage for Catherine Sinclair-Moreau as a newly appointed director of Northgate Telecommunications PLC, effective as of June 12, 2023 | Northgate Telecommunications PLC (Graham Phelps, CFO / Priya Nandakumar) | Calderwood & Harkness LLP | Complete | June 16, 2023 | June 16, 2023 | Confirmation received from NTP's D&O insurance broker. Coverage effective as of date of appointment (June 12, 2023).
14 | Post-Closing — Corporate Website | Update of Northgate Telecommunications PLC corporate website — corporate governance page — to reflect: (i) expansion of Board to 12 directors; (ii) addition of Catherine Sinclair-Moreau as Class II director and member of Technology & Strategy Committee; (iii) posting of Cooperation Agreement (as filed with the 8-K) | Northgate Telecommunications PLC (Investor Relations / Corporate Secretary) | N/A | Complete | June 16, 2023 | June 15, 2023 | Website updated to reflect full 12-member board composition.
15 | Post-Closing — Transfer Agent | Notification to Pinnacle Trust Company, N.A. (transfer agent and registrar for NTP common stock) of the Cooperation Agreement and Greystone ownership standstill cap (9.9% of outstanding shares) | Northgate Telecommunications PLC (Priya Nandakumar) | Calderwood & Harkness LLP (Sophie Tremblay) | Complete | June 16, 2023 | June 16, 2023 | Pinnacle Trust Company, N.A., 6201 15th Avenue, Brooklyn, NY 11219. NTP shares outstanding: 412,000,000. Standstill cap: 9.9% = 40,788,000 shares.
16 | Post-Closing — Expense Reimbursement | Submission by Greystone Capital Partners LP of documented, reasonable out-of-pocket expenses (including legal fees of Whitaker, Drummond & Chase LLP and advisory fees of Veltrano Advisors LLC) incurred in connection with activism campaign and negotiation of Cooperation Agreement, for reimbursement by NTP up to the $1,750,000 cap | Greystone Capital Partners LP | Whitaker, Drummond & Chase LLP / Northgate (Graham Phelps, CFO) | Pending | July 12, 2023 | Expense reimbursement capped at $1,750,000 per the Cooperation Agreement. Supporting documentation to be reviewed by NTP prior to payment.
17 | Post-Closing — Matter Close | Final invoice from Calderwood & Harkness LLP for Matter No. 1022-00003; matter close | Calderwood & Harkness LLP | Renata Vasquez (Billing Partner) | Complete | July 3, 2023 | July 3, 2023 | Actual total fees billed: $472,350. Disbursements: $8,214. Engagement letter estimated fees: $485,000. Matter closed June 19, 2023; final invoice dated July 3, 2023.
[sheet: Key Contacts]
Name | Title / Role | Organization | Address | Party Role
Priya Nandakumar | General Counsel & Corporate Secretary | Northgate Telecommunications PLC | 45 Broadwick Street, London W1F 0DB, United Kingdom | Client — Authorized Signatory
Sir Edmund Prumvane | Chairman of the Board | Northgate Telecommunications PLC | 45 Broadwick Street, London W1F 0DB, United Kingdom | Client — Board Chairman
Fiona Caldwell | Chief Executive Officer | Northgate Telecommunications PLC | 45 Broadwick Street, London W1F 0DB, United Kingdom | Client — CEO
Graham Phelps | Chief Financial Officer | Northgate Telecommunications PLC | 45 Broadwick Street, London W1F 0DB, United Kingdom | Client — CFO
Dominic Ferraro | Founding / Managing Partner | Greystone Capital Partners LP | 590 Madison Avenue, 34th Floor, New York, NY 10022 | Counterparty — Authorized Signatory
Lena Ostrowski | Portfolio Manager (NTP Position) | Greystone Capital Partners LP | 590 Madison Avenue, 34th Floor, New York, NY 10022 | Counterparty — Portfolio Manager
Catherine 'Kate' Sinclair-Moreau | Newly Appointed Class II Independent Director | Northgate Telecommunications PLC (Board) | N/A | Greystone-Designated Director
Angela Fontaine | Responsible Partner | Calderwood & Harkness LLP | 450 Lexington Avenue, New York, NY 10017 | Client's Outside Counsel
Renata Vasquez | Billing Partner | Calderwood & Harkness LLP | 450 Lexington Avenue, New York, NY 10017 | Client's Outside Counsel
Marcus Leung | Lead Associate | Calderwood & Harkness LLP | 450 Lexington Avenue, New York, NY 10017 | Client's Outside Counsel
Sophie Tremblay | Working Associate | Calderwood & Harkness LLP | 450 Lexington Avenue, New York, NY 10017 | Client's Outside Counsel
Jonathan Whitaker | Lead Partner | Whitaker, Drummond & Chase LLP | 787 Seventh Avenue, New York, NY 10019 | Counterparty's Outside Counsel
Maya Krishnamurthy | Associate | Whitaker, Drummond & Chase LLP | 787 Seventh Avenue, New York, NY 10019 | Counterparty's Outside Counsel
Dennis Hargrove | Lead Advisor | Hargrove Advisory Group LLC | 1345 Avenue of the Americas, Suite 2800, New York, NY 10105 | Proxy Solicitor to NTP
Victoria Chen-Halsted | Managing Director | Esterline Partners LLC | 300 Park Avenue, 20th Floor, New York, NY 10022 | Financial Advisor to NTP
Peter Lundgren | Lead Advisor | Veltrano Advisors LLC | 399 Park Avenue, Suite 1600, New York, NY 10043 | Financial Advisor to Greystone
N/A | Transfer Agent & Registrar | Pinnacle Trust Company, N.A. | 6201 15th Avenue, Brooklyn, NY 11219 | Transfer Agent for NTP
N/A | Delaware Registered Agent | Meridian Registered Agents, Inc. | 1209 Orange Street, Wilmington, DE 19801 | NTP Delaware Registered Agent
[sheet: Key Dates]
Date | Event | Notes
Sep 2022 | Greystone Capital Partners LP begins accumulating NTP shares | Accumulation period: September 2022 through January 2023
Jan 9, 2023 | Greystone crosses 5% ownership threshold in NTP | 28,016,000 shares; 6.8% of 412,000,000 shares outstanding
Feb 14, 2023 | Greystone files Schedule 13D with the SEC | SEC file no. SC 13D/005-91482; disclosed average cost basis $31.47/share; NTP share price: $34.51
Feb 22, 2023 | Greystone publishes open letter to NTP Board of Directors | Demanded: (i) two board seats, (ii) operational excellence committee, (iii) strategic review of ESD, (iv) $500M accelerated share repurchase
Feb 27, 2023 | Matter opened at Calderwood & Harkness LLP | Matter No. 1022-00003; NTP share price: $35.12
Feb 28, 2023 | Calderwood & Harkness engagement letter executed | Estimated fees: $485,000 excl. disbursements
Mar 8, 2023 | Greystone files advance notice of director nominations | Nominees: Catherine Sinclair-Moreau and marshall Henning
Mar 15, 2023 | Private negotiations commence between NTP and Greystone | Counsel: Calderwood & Harkness LLP and Whitaker, Drummond & Chase LLP
Apr 12, 2023 | Advance notice deadline for 2023 AGM director nominations | 90 days prior to July 12, 2023 AGM
Apr 28, 2023 | Term sheet on principal settlement terms agreed | Non-binding; subject to definitive documentation
May 3, 2023 | Drafting of definitive Cooperation Agreement commences | Initial draft prepared by Calderwood & Harkness LLP
Jun 9, 2023 | Final draft of Cooperation Agreement circulated | All substantive issues resolved
Jun 11, 2023 | NTP Board unanimous written consent adopted | Board resolutions approving Cooperation Agreement, expansion, and appointment
Jun 12, 2023 | Cooperation Agreement executed | Signed by Priya Nandakumar (NTP) and Dominic Ferraro (Greystone)
Jun 13, 2023 | Form 8-K filed with SEC; joint press release issued | Items 1.01 and 5.02; CIK 0001847263
Jun 14, 2023 | Greystone files Schedule 13D/A with SEC | Amended Item 4 to reflect Cooperation Agreement
Jun 19, 2023 | Matter closed at Calderwood & Harkness LLP | NTP share price: $37.88
Jul 3, 2023 | Final Calderwood & Harkness invoice issued | Actual fees: $472,350; disbursements: $8,214
Jul 12, 2023 | NTP 2023 Annual General Meeting held as scheduled | Board slate includes 12 directors
Dec 31, 2023 | Deadline for completion of ESD strategic review | Conducted with Esterline Partners LLC; ESD FY 2022 revenue: $1.82B
[sheet: Key Agreement Terms]
Term / Provision | Detail
Execution Date | June 12, 2023
Parties | Northgate Telecommunications PLC and Greystone Capital Partners LP
NTP Signatories | Priya Nandakumar, General Counsel & Corporate Secretary
Greystone Signatories | Dominic Ferraro, Founding / Managing Partner
Board Expansion | From 11 to 12 directors, effective upon execution
New Director Appointed | Catherine 'Kate' Sinclair-Moreau, age 48, Class II independent director
Committee Assignment | Technology & Strategy Committee
Term of Appointment | Expiring at the 2025 AGM
Withdrawn Nominee | Marshall Henning (age 55, former CFO of Lakeshore Broadband Corp.)
Standstill Period | From execution through 30 calendar days prior to the advance notice deadline for the 2025 AGM
Greystone Ownership Cap | 9.9% of outstanding shares (= 40,788,000 of 412,000,000 shares)
Current Greystone Position | 28,016,000 shares (6.8% of outstanding)
Greystone Standstill Obligations | No proxy/consent solicitations; no vote-no campaigns; no special meetings; no public proposals for extraordinary transactions; no group formation (Section 13(d)(3)); no disparaging public statements
NTP Standstill Obligations | Non-disparagement; slate commitment for Sinclair-Moreau at 2025 AGM; board size cap at 12 without Greystone's prior written consent (not to be unreasonably withheld)
Voting Commitments (Greystone) | Vote in favor of NTP's director nominees and per Board recommendation on all proposals; exception: Extraordinary Transactions (discretion permitted)
Extraordinary Transaction Definition | Mergers, acquisitions, or dispositions involving consideration exceeding 25% of NTP's market capitalization
Expense Reimbursement Cap | $1,750,000 for Greystone's documented, reasonable out-of-pocket expenses
Non-Disparagement Survival | During Standstill Period and 12 months following expiration
Confidentiality Survival | 24 months following expiration of the Standstill Period
Termination Events | (i) Material breach uncured for 15 business days after written notice; (ii) NTP enters definitive Change of Control agreement; (iii) Sinclair-Moreau ceases to serve and NTP fails to appoint mutually agreed replacement within 30 calendar days
Governing Law | State of Delaware (DGCL)
Exclusive Forum | Court of Chancery of the State of Delaware; fallback: Superior Court of Delaware or U.S. District Court for the District of Delaware
Strategic Review | Board to announce strategic review of Enterprise Software Division (ESD); to be conducted with Esterline Partners LLC; completion deadline December 31, 2023
ESD FY 2022 Revenue | $1.82 billion (28.5% of NTP FY 2022 revenue of $6.38 billion)
NTP Shares Outstanding | 412,000,000 shares of common stock
NTP Market Cap (Feb 2023) | Approx. $14.2 billion (412M shares × $34.51)
NTP EIN | 84-3291057
Greystone EIN | 83-2674510
NTP CIK | 0001847263
NTP Certificate of Incorporation Last Amended | May 14, 2021
NTP Bylaws Last Amended | November 3, 2022

[sheet: Cover]

Record

Parties

Dates

Amounts