1022-00003 · Northgate Telecommunications PLC · Transaction Documents

cooperation-agreement-initial-draft.docx DOCUMENT M&A / Corporate

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DRAFT — FOR DISCUSSION PURPOSES ONLY — PRIVILEGED & CONFIDENTIAL

Prepared by: Calderwood & Harkness LLP 450 Lexington Avenue New York, NY 10017

Date: May 3, 2023

Matter No.: 1022-00003

Circulated to: Whitaker, Drummond & Chase LLP 787 Seventh Avenue New York, NY 10019 (Counsel to Greystone Capital Partners LP)

Attention: Jonathan Whitaker / Maya Krishnamurthy

COOPERATION AGREEMENT

This Cooperation Agreement (this "Agreement"), dated as of [●], 2023 (the "Effective Date"), is entered into by and between:

NORTHGATE TELECOMMUNICATIONS PLC, a public limited company incorporated under the laws of the State of Delaware, with principal executive offices at 45 Broadwick Street, London W1F 0DB, United Kingdom (the "Company" or "NTP"),

and

GREYSTONE CAPITAL PARTNERS LP, a Delaware limited partnership, with its principal place of business at 590 Madison Avenue, 34th Floor, New York, NY 10022 (the "Investor" or "Greystone").

Each of the Company and the Investor is sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Company's shares of common stock, par value $0.001 per share (the "Common Stock"), are listed on the New York Stock Exchange (the "NYSE") under the ticker symbol "NTP," and, as of the date hereof, there are 412,000,000 shares of Common Stock issued and outstanding;

WHEREAS, as of the date hereof, the Investor, together with its Affiliates, Beneficially Owns 28,016,000 shares of Common Stock, representing approximately 6.8% of the outstanding shares of Common Stock (calculated as 28,016,000 divided by 412,000,000);

WHEREAS, Greystone Capital Management LLC, a Delaware limited liability company, serves as the general partner of the Investor and exercises investment and voting discretion over the shares of Common Stock Beneficially Owned by the Investor;

WHEREAS, on February 14, 2023, the Investor filed a Schedule 13D with the United States Securities and Exchange Commission (the "SEC") (SEC file number SC 13D/005-91482) disclosing the Investor's beneficial ownership of shares of Common Stock and the purposes of its investment;

WHEREAS, on February 22, 2023, the Investor published an open letter to the Board of Directors of the Company (the "Board") setting forth certain proposals and demands relating to, among other things, the composition and governance of the Board, operational improvements, and a potential separation of the Company's Enterprise Software Division;

WHEREAS, on March 8, 2023, the Investor delivered to the Company a notice of intent to nominate director candidates for election at the Company's 2023 Annual General Meeting of Stockholders in accordance with the advance notice provisions set forth in the Company's Amended and Restated Bylaws;

WHEREAS, the Company and the Investor have engaged in extensive good-faith discussions regarding the composition and governance of the Board, the Company's strategic direction, and other matters of mutual interest;

WHEREAS, as a result of such discussions, the Company and the Investor desire to come to an agreement regarding the matters set forth herein, including the appointment of a new independent director designated by the Investor, the withdrawal of the Investor's director nomination, the initiation of a strategic review of the Company's Enterprise Software Division, and certain standstill, voting, non-disparagement, and other provisions, all as more fully set forth below; and

WHEREAS, the Board, acting upon the recommendation of a special committee of independent directors, has determined that entering into this Agreement is in the best interests of the Company and its stockholders.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

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ARTICLE I — DEFINITIONS

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 possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. For purposes of this Agreement, the Investor and Greystone Capital Management LLC shall be deemed to be Affiliates of one another.

"Agreement" means this Cooperation Agreement, including all exhibits and schedules hereto, as the same may be amended, modified, or supplemented from time to time in accordance with the terms hereof.

"Beneficial Owner" and "Beneficially Own" shall have the meanings ascribed to such terms in Rule 13d-3 and Rule 13d-5 promulgated under the Exchange Act; provided, however, that, for purposes of this Agreement, a Person shall be deemed to Beneficially Own all shares of Common Stock that such Person has the right to acquire, whether or not such right is exercisable within sixty (60) days.

"Board" means the Board of Directors of the Company.

"Business Day" means any day other than a Saturday, a Sunday, or a day on which commercial banks in New York, New York are authorized or obligated by applicable law or executive order to be closed.

"Bylaws" means the Amended and Restated Bylaws of the Company, as last amended on November 3, 2022, as the same may be further amended, restated, supplemented, or otherwise modified from time to time.

"Certificate of Incorporation" means the Amended and Restated Certificate of Incorporation of the Company, as last amended on May 14, 2021, as the same may be further amended, restated, supplemented, or otherwise modified from time to time.

"Change of Control" means any of the following: (a) any merger, consolidation, share exchange, business combination, or similar transaction as a result of which a Person or Group acquires Beneficial Ownership of more than 50% of the outstanding voting securities of the Company or the surviving or resulting entity therein; (b) any tender offer or exchange offer that, if consummated, would result in a Person or Group acquiring Beneficial Ownership of more than 50% of the outstanding voting securities of the Company; (c) any sale, lease, exchange, transfer, or other disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, in one transaction or a series of related transactions; or (d) any recapitalization, restructuring, or other transaction as a result of which a Person or Group acquires Beneficial Ownership of more than 50% of the outstanding voting securities of the Company.

"Common Stock" means the shares of common stock, par value $0.001 per share, of the Company.

"Company" means Northgate Telecommunications PLC, a public limited company incorporated under the laws of the State of Delaware.

"Company Slate" means the slate of director nominees recommended by the Board for election at any annual or special meeting of stockholders of the Company.

"Confidential Information" has the meaning set forth in Section 8.1.

"Effective Date" has the meaning set forth in the preamble of this Agreement.

"ESD" means the Enterprise Software Division of the Company.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

"Extraordinary Transaction" means any merger, acquisition, sale, disposition, joint venture, or other business combination transaction (whether by the Company or any of its subsidiaries) involving consideration (whether in the form of cash, securities, assumption of liabilities, or other property, or any combination thereof) in excess of 25% of the Company's market capitalization, calculated based on the closing price of Common Stock on the NYSE on the last trading day immediately preceding the date of public announcement of such proposed transaction, multiplied by the total number of then-outstanding shares of Common Stock as of such date.

"Greystone Designee" means Catherine "Kate" Sinclair-Moreau.

"Group" shall have the meaning ascribed to such term in Section 13(d)(3) of the Exchange Act.

"Investor" means Greystone Capital Partners LP, a Delaware limited partnership, together with its Affiliates, including Greystone Capital Management LLC, a Delaware limited liability company.

"Investor Principals" means Dominic Ferraro and Lena Ostrowski.

"Joint Press Release" has the meaning set forth in Section 11.1.

"New Director" means Catherine "Kate" Sinclair-Moreau.

"Non-Disparagement Tail Period" has the meaning set forth in Section 7.1.

"NYSE" means the New York Stock Exchange.

"Person" means any individual, corporation, partnership, limited partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization, government or political subdivision thereof, or any other entity.

"Replacement Nominee" has the meaning set forth in Section 9.3.

"Representatives" means, with respect to any Person, such Person's officers, directors, managers, members, partners, employees, agents, advisors (including financial advisors and accountants), legal counsel, and other representatives.

"SEC" means the United States Securities and Exchange Commission.

"Standstill Period" means the period commencing on the Effective Date and ending 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 Article II, Section 12 of the Bylaws; provided that, if the Company fails to hold a 2025 Annual General Meeting of Stockholders or fails to specify an advance notice deadline in accordance with the Bylaws, the Standstill Period shall be deemed to expire on the date that is one hundred twenty (120) calendar days prior to the first anniversary of the Company's 2024 Annual General Meeting of Stockholders.

"Technology & Strategy Committee" means the Technology & Strategy Committee of the Board.

"Transfer Agent" means Pinnacle Trust Company, N.A., or any successor transfer agent of the Company.

"Withdrawn Nominee" means marshall Henning.

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 this Agreement as a whole (including all exhibits and schedules hereto) and not to any particular provision of this Agreement; (c) references to "Article," "Section," "Exhibit," and "Schedule" are references to the articles, sections, exhibits, and schedules of this Agreement unless otherwise specified; (d) the word "including" and words of similar import when used in this Agreement shall mean "including, without limitation"; (e) the word "or" shall not be exclusive; (f) all references to any period of days shall mean the relevant number of calendar days unless otherwise specified; (g) all references to dollar amounts shall mean lawful currency of the United States of America; (h) all references to any statute or regulation shall be deemed to include all amendments, modifications, and successor statutes and regulations thereto; (i) all Section headings and the table of contents herein are for convenience of reference only, do not constitute part of this Agreement, and shall not be deemed to limit or affect any of the provisions hereof; and (j) this Agreement shall not be construed against any Party as the drafter thereof.

ARTICLE II — BOARD MATTERS

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 of the Company to fill the newly created directorship resulting from the increase in the authorized number of directors described in Section 2.1(a).

(c) Ms. Sinclair-Moreau shall be classified as a Class II director of the Company, with a term expiring at the Company's 2025 Annual General Meeting of Stockholders, or until her successor is duly elected and qualified or until her earlier death, resignation, retirement, disqualification, or removal in accordance with the Certificate of Incorporation, the Bylaws, and applicable law.

(d) The Company represents that it has confirmed, and Ms. Sinclair-Moreau has separately confirmed to the Company, that Ms. Sinclair-Moreau qualifies as "independent" under the applicable listing standards of the NYSE (including Section 303A of the NYSE Listed Company Manual) and under the applicable rules and regulations of the SEC (including Rule 10A-3 under the Exchange Act), and that she is not disqualified from serving as a director of the Company under any applicable law, rule, or regulation.

(e) For informational purposes, the Parties acknowledge the following background information regarding Ms. Sinclair-Moreau: Catherine "Kate" Sinclair-Moreau, age 48, is the former Chief Operating Officer of Ridgeline Networks Inc., where she served from 2015 to 2021, overseeing the company's global operations, network infrastructure, and enterprise solutions businesses. Ms. Sinclair-Moreau currently serves as an independent director of Brindoval Data Holdings Corp. (NASDAQ: CDHO), where she is a member of the audit committee, and Arden Communications Group Inc. (NYSE: ACG), where she serves on the compensation and nominating committees. Ms. Sinclair-Moreau holds a Bachelor of Science in Electrical Engineering from the Massachusetts Institute of Technology and a Master of Business Administration from the Wharton School of the University of Pennsylvania.

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 non-executive directors serving on such committee, including with respect to meeting attendance requirements, information access, and related governance policies. Nothing in this Section 2.2 shall preclude the Board from appointing Ms. Sinclair-Moreau to serve on additional committees of the Board, subject to applicable independence requirements and Ms. Sinclair-Moreau's consent.

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 stock unit or stock option grants) under the Company's applicable equity incentive plan, and (iv) reimbursement of reasonable out-of-pocket expenses incurred in connection with the performance of her duties as a director, in each case on the same terms and conditions as are applicable to the Company's other non-executive independent directors.

(b) Concurrently with or promptly following her appointment to the Board, the Company shall enter into a director indemnification agreement with Ms. Sinclair-Moreau in the form attached hereto as Exhibit C (the "Director Indemnification Agreement"), which agreement shall be on terms no less favorable than those set forth in the director indemnification agreements entered into by the Company with its other non-executive directors.

(c) Ms. Sinclair-Moreau shall be covered under the Company's existing directors' and officers' liability insurance policy (including any excess or umbrella policies) on the same basis and to the same extent as the Company's other non-executive directors, effective as of the date of her appointment to the Board. The Company shall use commercially reasonable efforts to maintain such insurance coverage during the period of Ms. Sinclair-Moreau's service on the Board and for a period of not less than six (6) years following the date on which she ceases to serve as a director of the Company.

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 all board materials, committee materials (with respect to committees on which she serves), financial reports, strategic plans, and other information provided to non-executive directors in the ordinary course, in each case at the same time and in the same manner as such information is provided to other non-executive directors.

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, including the delivery of the written notice described in Section 2.5(b).

(b) On or prior to the Effective Date, the Investor shall deliver to the Corporate Secretary of the Company (Priya Nandakumar) a written notice of withdrawal of the nomination of Mr. Henning, substantially in the form attached hereto as Exhibit B, with a copy delivered concurrently to the Company's registered agent (Meridian Registered Agents, Inc., 1209 Orange Street, Wilmington, Delaware 19801).

(c) During the Standstill Period, the Investor shall not, and shall cause its Affiliates and the Investor Principals not to, (i) nominate, propose, or recommend for nomination any person for election to the Board at any annual or special meeting of stockholders, (ii) submit any stockholder proposal (including pursuant to Rule 14a-8 under the Exchange Act) relating to the nomination or election of directors, or (iii) support, encourage, finance, or participate in any effort by any third party to nominate or elect any person to the Board, in each case except as expressly provided in this Agreement, including the Investor's right to propose a Replacement Nominee pursuant to Section 9.3.

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, business combination, or in any other manner, Beneficial Ownership of shares of Common Stock or other equity securities or voting rights of the Company (including rights, options, warrants, or convertible or exchangeable securities) that would result in the Investor and its Affiliates, in the aggregate, Beneficially Owning more than 9.9% of the then-outstanding shares of Common Stock (for reference, as of the date hereof, 9.9% of 412,000,000 shares of Common Stock equals 40,788,000 shares of Common Stock); provided, however, that any increase in the Investor's percentage of Beneficial Ownership resulting solely from a reduction in the total number of outstanding shares of Common Stock (including, without limitation, as a result of share repurchases by the Company) shall not constitute a breach of this Section 3.1(a) so long as the Investor does not acquire any additional shares of Common Stock or other equity securities following such reduction that would cause the Investor's Beneficial Ownership to exceed the 9.9% threshold;

(b) Proxy Solicitations. Solicit proxies or written consents of stockholders, or become a "participant" in a "solicitation" (as such terms are defined or used in Regulation 14A under the Exchange Act), or conduct, participate in, or encourage any "vote no," "withhold," or similar campaign, with respect to the election or removal of any member of the Board, or any other matter to be voted on at any annual or special meeting of stockholders of the Company, or make any public proposal with respect thereto;

(c) Consent Solicitations. Seek to call, or request the calling of, any special meeting of stockholders of the Company, or seek any action by written consent of stockholders of the Company in lieu of a meeting, or take any action to propose, request, or require that the Company submit any matter to a vote of stockholders by written consent;

(d) Special Meetings and Stockholder Proposals. Make any request to convene an extraordinary general meeting of stockholders of the Company, or submit, or cause any Person to submit, any stockholder proposal (whether pursuant to Rule 14a-8 under the Exchange Act or otherwise) for consideration at any annual or special meeting of stockholders of the Company, or seek to have any such proposal included in any proxy statement of the Company;

(e) Extraordinary Transactions. Publicly propose, submit, publicly announce, or otherwise publicly disclose any proposal, plan, or intention for any Extraordinary Transaction, or any restructuring, recapitalization, dissolution, liquidation, or similar transaction involving the Company or any of its material subsidiaries, or publicly request that the Company amend, waive, or terminate any provision of this Section 3.1(e);

(f) Group Formation. Form, join, participate in, or in any way encourage the formation of any "group" within the meaning of Section 13(d)(3) of the Exchange Act, or any agreement, arrangement, or understanding for the purpose of acquiring, holding, voting, or disposing of any securities of the Company with any Person (other than a group consisting solely of the Investor and its Affiliates existing as of the date hereof);

(g) Non-Disparagement. Make, or cause to be made, any public statement, communication, or publication (including through any social media platform, website, blog, or podcast) that disparages, defames, or casts in a false light, or is reasonably likely to damage the reputation of, the Company, any of its subsidiaries, or any of its current or former directors, officers, or employees, or the business, operations, strategies, or financial condition of the Company;

(h) Board Matters. Seek, alone or in concert with any other Person, to control or influence the management, the Board, or the governance or policies of the Company, other than (i) through Ms. Sinclair-Moreau's service as a director of the Company and her exercise of her fiduciary duties as a member of the Board and (ii) the Investor's exercise of its voting rights in accordance with Article IV of this Agreement;

(i) Third-Party Arrangements. Enter into, or encourage any other Person to enter into, any voting trust, pooling arrangement, or other agreement, commitment, or arrangement (whether written or oral, formal or informal) with any Person with respect to the voting, acquisition, holding, or disposition of any securities of the Company, other than this Agreement and arrangements among the Investor and its existing Affiliates as of the date hereof; or

(j) Financing Activities. Finance, offer to finance, assist, or otherwise encourage or facilitate any third party in connection with any of the activities described in clauses (a) through (i) of this Section 3.1.

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, blog, or podcast) that disparages, defames, or casts in a false light, or is reasonably likely to damage the reputation of, the Investor, any of its Affiliates, or the Investor Principals (including Dominic Ferraro and Lena Ostrowski), or the business, investment strategies, or financial condition of the Investor or its Affiliates.

(b) Slate Commitment. The Company shall include Ms. Sinclair-Moreau on the Company Slate for reelection as a Class II director at the Company's 2025 Annual General Meeting of Stockholders. The Company shall recommend Ms. Sinclair-Moreau for election by the Company's stockholders and shall solicit proxies in favor of her election on the same basis and with the same level of support as is provided for all other director nominees included on the Company Slate for such meeting, including in the Company's proxy statement, any letters to stockholders, and any supplemental solicitation materials.

(c) Board Size Cap. The Company shall not increase the size of the Board beyond twelve (12) directors without the prior written consent of the Investor, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that this Section 3.2(c) shall not restrict the Board from filling any vacancy on the Board resulting from the death, disability, resignation, retirement, disqualification, or removal of any director so long as the total number of directors serving on the Board does not exceed twelve (12) following the filling of such vacancy.

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 such communications are not intended to, and would not reasonably be expected to, require any public disclosure by either Party under applicable law or regulation;

(b) voting its shares of Common Stock in accordance with Article IV of this Agreement;

(c) acquiring or disposing of shares of Common Stock or other securities of the Company in the open market or through privately negotiated transactions, so long as, after giving effect to any such acquisition, the Investor's and its Affiliates' aggregate Beneficial Ownership of shares of Common Stock does not exceed the 9.9% ownership cap set forth in Section 3.1(a);

(d) making any filings, amendments, or supplements with the SEC that the Investor is required or permitted to make under applicable law or regulation, including any amendments to the Investor's Schedule 13D (SEC file number SC 13D/005-91482) or any filings on Schedule 13F; or

(e) exercising any rights expressly granted to the Investor under this Agreement.

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 adjournment, postponement, or continuation thereof) so that such shares may be counted for purposes of determining the presence of a quorum at such meeting, and to be voted at each such meeting:

(a) in favor of the election of each director nominated by the Board and included on the Company Slate at each annual meeting of stockholders of the Company; and

(b) in accordance with the Board's recommendation on all other proposals submitted to stockholders of the Company at any annual or special meeting of stockholders, including, without limitation, any advisory vote on executive compensation ("say-on-pay"), any proposal to ratify the appointment of the Company's independent registered public accounting firm, any proposal to approve or amend any equity compensation plan, and any other routine management proposal.

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 threshold for determining whether a transaction constitutes an Extraordinary Transaction shall be calculated based on the closing price of Common Stock on the NYSE on the last trading day immediately preceding the date of public announcement of the applicable proposed transaction, multiplied by the total number of then-outstanding shares of Common Stock as reported by the Transfer Agent on such date. The Parties acknowledge that, as of the date hereof, the Company's market capitalization is approximately $8,652,000,000 (based on a closing price of $21.00 per share and 412,000,000 shares outstanding), and accordingly, as of the date hereof, a transaction involving consideration in excess of approximately $2,163,000,000 would constitute an Extraordinary Transaction, though the Parties further acknowledge that such figure is subject to change based on fluctuations in the Company's stock price and the total number of outstanding shares.

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 performance of, the voting obligations set forth in this Article IV.

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 revenue of approximately $1.82 billion of the Company's $6.38 billion in total consolidated revenue for the fiscal year ended December 31, 2022, representing approximately 28.5% of the Company's total revenue for such period, and that a thorough evaluation of the strategic alternatives available with respect to the ESD is in the best interests of the Company and its stockholders.

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 reasonable efforts to complete the strategic review no later than December 31, 2023. For purposes of this Section 5.2(b), "completion" shall mean that the Board shall have evaluated the available strategic alternatives with respect to the ESD and shall have made a determination regarding the course of action (if any) to be taken with respect to the ESD.

(c) The Board shall retain full and sole authority and discretion in determining the scope, methodology, timeline, and outcome of the strategic review, including, without limitation, the authority to determine whether to pursue any particular strategic alternative (including, without limitation, a sale, spin-off, carve-out, initial public offering, joint venture, retention, or any other transaction or combination of transactions with respect to the ESD), and nothing in this Agreement shall be construed as requiring the Board to pursue, recommend, or consummate any particular transaction or strategic alternative with respect to the ESD.

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-public information and the maintenance of insider trading compliance, (c) the requirements of applicable securities laws and regulations, and (d) any obligations of confidentiality owed by the Company to third parties in connection with the strategic review process. The Investor acknowledges that any information received by the Investor or the Investor Principals from Ms. Sinclair-Moreau in connection with the strategic review may constitute material non-public information and that the Investor and the Investor Principals shall be subject to the restrictions on trading and tipping set forth in the Company's Insider Trading Policy and applicable securities laws.

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, (c) the Investor's preparation and dissemination of the open letter dated February 22, 2023, (d) the Investor's delivery of the notice of intent to nominate director candidates, (e) the Investor's engagement and discussions with the Company and the Board, and (f) the negotiation, documentation, review, and execution of this Agreement and the transactions contemplated hereby. For the avoidance of doubt, reimbursable expenses shall include (i) reasonable legal fees and expenses of Whitaker, Drummond & Chase LLP, counsel to the Investor, and (ii) reasonable advisory fees and expenses of Veltrano Advisors LLC, financial advisor to the Investor, in each case to the extent incurred in connection with the activities described in this Section 6.1.

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 shall pay all undisputed amounts within thirty (30) days following receipt of such documentation by wire transfer of immediately available funds to an account designated in writing by the Investor. In the event of a dispute regarding any portion of the submitted expenses, the Company shall promptly notify the Investor in writing of the nature and basis of such dispute, and the Parties shall negotiate in good faith to resolve such dispute within fifteen (15) Business Days following such notice.

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 to, directly or indirectly, make, publish, issue, or cause to be made, published, or issued any public statement, public communication, press release, or social media post (including through any third-party intermediary) that disparages, defames, casts in a false light, or is reasonably likely to damage the reputation of the Investor, any of its Affiliates, or the Investor Principals (including Dominic Ferraro and Lena Ostrowski), or the investment strategies, business operations, integrity, or financial condition of the Investor or any of its Affiliates.

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, press release, or social media post (including through any third-party intermediary) that disparages, defames, casts in a false light, or is reasonably likely to damage the reputation of the Company, any of its subsidiaries, or any of the Company's current or former directors, officers, or employees, or the business, operations, strategies, governance, products, services, or financial condition of the Company or any of its subsidiaries.

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 any statement or disclosure that is required by applicable law, regulation, or the rules of any securities exchange on which such Party's (or its Affiliate's) securities are listed; or (c) making any public statement that is reasonably necessary to respond to or correct any public statement made by the other Party or its Representatives in violation of this Article VII, provided that the responding Party shall use commercially reasonable efforts to limit such responsive statement to the minimum extent necessary to correct the record.

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 Representatives to, maintain the confidentiality of all Confidential Information of the other Party and shall not disclose, disseminate, publish, or otherwise make available any such Confidential Information to any third party, except as expressly permitted by Section 8.2. Each Party shall use Confidential Information of the other Party solely for the purposes contemplated by this Agreement and not for any other purpose, including for trading in securities of the Company. Confidential Information shall not include information that: (a) is or becomes publicly available or generally known to the public other than as a result of a disclosure by the receiving Party or its Representatives in violation of this Agreement; (b) was already known to the receiving Party or its Representatives prior to the disclosure by the disclosing Party, as evidenced by the receiving Party's written records; (c) is independently developed by the receiving Party or its Representatives without reference to or use of any Confidential Information of the disclosing Party; or (d) is received by the receiving Party from a third-party source that, to the receiving Party's knowledge, is not subject to any obligation of confidentiality with respect to such information.

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 applicable law, regulation, or stock exchange rules (including, without limitation, disclosures required in connection with SEC filings, including the Form 8-K and the Schedule 13D/A contemplated by Article XI); (c) as required by any court order, judicial process, or governmental or regulatory investigation, provided that the disclosing Party shall, to the extent legally permissible, provide the other Party with prompt written notice of such requirement so as to afford the other Party a reasonable opportunity to seek a protective order or other appropriate remedy; or (d) with the prior written consent of the disclosing Party.

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.

ARTICLE IX — 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 Party, subject to the survival of certain provisions as expressly set forth in Section 9.4 and elsewhere in this Agreement.

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 written notice to the breaching Party specifying in reasonable detail the nature of such breach and (ii) the breaching Party has failed to cure such breach within fifteen (15) Business Days following receipt of such written notice. If such breach is cured within such fifteen (15) Business Day period, the notice of breach shall be deemed withdrawn and this Agreement shall continue in full force and effect. Termination pursuant to this Section 9.2(a) shall be effective upon the expiration of such fifteen (15) Business Day cure period, if the breach has not been cured.

(b) Change of Control. This Agreement shall automatically terminate, without any action required by either Party, upon the execution by the Company of a definitive agreement providing for a Change of Control transaction (as defined in Section 1.1), effective as of the date of execution of such definitive agreement.

(c) Director Vacancy. The Investor may terminate this Agreement by providing written notice to the Company if Ms. Sinclair-Moreau ceases to serve as a director on the Board for any reason other than her voluntary resignation (including, without limitation, as a result of her removal by the stockholders of the Company, her death, her disability, or her failure to be renominated on the Company Slate), and the Company fails to appoint a mutually agreed Replacement Nominee to the Board within thirty (30) calendar days following the date on which Ms. Sinclair-Moreau ceases to serve, in accordance with the process set forth in Section 9.3.

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 following the date on which Ms. Sinclair-Moreau ceases to serve.

(b) Any proposed Replacement Nominee must (i) satisfy the independence requirements of the NYSE listing standards (including Section 303A of the NYSE Listed Company Manual) and applicable SEC rules and regulations, (ii) not be a current officer, employee, or consultant of the Investor or any of its Affiliates, (iii) complete and submit the Company's standard director questionnaire, and (iv) be reasonably acceptable to the Board (such acceptance not to be unreasonably withheld, conditioned, or delayed).

(c) The Board shall act on the proposed Replacement Nominee within thirty (30) calendar days following the date on which Ms. Sinclair-Moreau ceased to serve as a director. During such thirty-day period, the Company and the Investor shall cooperate in good faith to identify a mutually acceptable Replacement Nominee.

(d) If the Board and the Investor are unable to agree upon a Replacement Nominee within such thirty (30) calendar day period, the Investor may terminate this Agreement pursuant to Section 9.2(c) by providing written notice to the Company at any time thereafter, which termination shall be effective upon receipt of such notice by the Company.

(e) If a Replacement Nominee is appointed to the Board, all references in this Agreement to Ms. Sinclair-Moreau (other than references in the Recitals and Section 2.5) shall be deemed to refer to the Replacement Nominee, and all rights and obligations of the Parties with respect to Ms. Sinclair-Moreau's service on the Board (including committee appointment obligations, compensation and indemnification rights, and the Company Slate commitment) shall apply to the Replacement Nominee on the same terms and conditions, mutatis mutandis.

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) months following the expiration or earlier termination of the Standstill Period);

(b) Article VIII (Confidentiality) shall survive the expiration or termination of this Agreement for a period of twenty-four (24) months following the date of such expiration or termination;

(c) Any obligations under Article VI (Expense Reimbursement) that have accrued prior to the date of termination shall survive such termination and shall remain enforceable until fully performed; and

(d) Article X (Representations and Warranties), this Section 9.4, and Article XII (General Provisions) shall survive the expiration or termination of this Agreement indefinitely.

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 its business as presently conducted.

(b) The Company has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement by the Company, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Company, including the approval of the Board, and no other corporate proceedings on the part of the Company or approval of the Company's stockholders are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.

(c) This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(d) The execution, delivery, and performance of this Agreement by the Company, and the consummation of the transactions contemplated hereby, do not and will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or the Bylaws, (ii) conflict with or result in a violation or breach of, or constitute a default (with or without notice or lapse of time, or both) under, any material contract, agreement, instrument, permit, or obligation to which the Company is a party or by which it or any of its properties or assets is bound, or (iii) violate any applicable law, rule, regulation, order, judgment, or decree applicable to the Company.

(e) The Board of Directors of the Company consists of eleven (11) members as of the date immediately prior to the Effective Date.

(f) As of the date hereof, the Company has 412,000,000 shares of Common Stock issued and outstanding.

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 on its business as presently conducted.

(b) The Investor has the requisite partnership power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement by the Investor, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary partnership action on the part of the Investor, including the authorization and approval of Greystone Capital Management LLC, a Delaware limited liability company, in its capacity as the general partner of the Investor, and no other partnership proceedings on the part of the Investor are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.

(c) This Agreement has been duly executed and delivered by the Investor (acting through its general partner) and constitutes a legal, valid, and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(d) The execution, delivery, and performance of this Agreement by the Investor, and the consummation of the transactions contemplated hereby, do not and will not (i) conflict with or result in a violation of any provision of the Amended and Restated Agreement of Limited Partnership of the Investor, or the operating agreement or certificate of formation of Greystone Capital Management LLC, (ii) conflict with or result in a violation or breach of, or constitute a default (with or without notice or lapse of time, or both) under, any material contract, agreement, instrument, or obligation to which the Investor is a party or by which it or any of its properties or assets is bound, or (iii) violate any applicable law, rule, regulation, order, judgment, or decree applicable to the Investor.

(e) As of the Effective Date, the Investor (together with its Affiliates, including Greystone Capital Management LLC) Beneficially Owns 28,016,000 shares of Common Stock, representing approximately 6.8% of the outstanding shares of Common Stock (calculated as 28,016,000 divided by 412,000,000), and such shares constitute all of the shares of Common Stock Beneficially Owned by the Investor and its Affiliates as of the Effective Date. Such shares of Common Stock are held of record in accounts maintained by the Investor and its Affiliates at The Depository Trust Company and/or the Transfer Agent.

(f) No Person other than the Investor and its Affiliates (including Greystone Capital Management LLC) has any agreement, arrangement, understanding, or commitment (whether written or oral) with the Investor or any of its Affiliates with respect to the voting, acquisition, holding, or disposition of any shares of Common Stock.

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 approved the final text thereof in writing. The Joint Press Release shall include, among other things, the announcement of the execution of this Agreement, the appointment of Catherine "Kate" Sinclair-Moreau to the Board, the expansion of the Board from eleven (11) to twelve (12) directors, the withdrawal by the Investor of the nomination of marshall Henning, the initiation of the strategic review of the Enterprise Software Division, quotations from Sir Edmund Prumvane (Chairman of the Board) and Dominic Ferraro (Managing Partner of the Investor), and the Company's NYSE ticker symbol "NTP."

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 under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers) of Form 8-K. The full text of this Agreement shall be filed as an exhibit to the Form 8-K. The Company shall provide the Investor with a reasonable opportunity to review and comment upon the Form 8-K (other than the text of this Agreement filed as an exhibit thereto) prior to its filing with the SEC, and the Company shall consider in good faith any comments received from the Investor in a timely manner.

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 Agreement. The full text of this Agreement shall be filed as an exhibit to such Schedule 13D/A. The Investor shall provide the Company with a reasonable opportunity to review and comment upon the Schedule 13D/A (other than the text of this Agreement filed as an exhibit thereto) prior to its filing with the SEC, and the Investor shall consider in good faith any comments received from the Company in a timely manner.

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 Agreement, or the transactions contemplated hereby, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, either Party may make public statements that are consistent with the Joint Press Release and the prior public disclosures of the Parties without obtaining such consent.

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 Agreement or as an inducement to enter into this Agreement), shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (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.

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 Division), or, if neither such state court has subject matter jurisdiction, the United States District Court for the District of Delaware) in connection with any dispute, claim, or cause of action arising out of or relating to this Agreement, the negotiation, execution, or performance of this Agreement, or the transactions contemplated hereby, and each Party hereby irrevocably and unconditionally agrees that all claims in respect of any such dispute, claim, or cause of action may be heard and determined in any such court. Each Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Each Party hereby irrevocably and unconditionally waives, to the ful

DRAFT — FOR DISCUSSION PURPOSES ONLY — PRIVILEGED & CONFIDENTIAL
Prepared by: Calderwood & Harkness LLP 450 Lexington Avenue New York, NY 10017
Date: May 3, 2023
Matter No.: 1022-00003
Circulated to: Whitaker, Drummond & Chase LLP 787 Seventh Avenue New York, NY 10019 (Counsel to Greystone Capital Partners LP)
Attention: Jonathan Whitaker / Maya Krishnamurthy
COOPERATION AGREEMENT
This Cooperation Agreement (this "Agreement"), dated as of [●], 2023 (the "Effective Date"), is entered into by and between:
NORTHGATE TELECOMMUNICATIONS PLC, a public limited company incorporated under the laws of the State of Delaware, with principal executive offices at 45 Broadwick Street, London W1F 0DB, United Kingdom (the "Company" or "NTP"),
and
GREYSTONE CAPITAL PARTNERS LP, a Delaware limited partnership, with its principal place of business at 590 Madison Avenue, 34th Floor, New York, NY 10022 (the "Investor" or "Greystone").
Each of the Company and the Investor is sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Company's shares of common stock, par value $0.001 per share (the "Common Stock"), are listed on the New York Stock Exchange (the "NYSE") under the ticker symbol "NTP," and, as of the date hereof, there are 412,000,000 shares of Common Stock issued and outstanding;
WHEREAS, as of the date hereof, the Investor, together with its Affiliates, Beneficially Owns 28,016,000 shares of Common Stock, representing approximately 6.8% of the outstanding shares of Common Stock (calculated as 28,016,000 divided by 412,000,000);
WHEREAS, Greystone Capital Management LLC, a Delaware limited liability company, serves as the general partner of the Investor and exercises investment and voting discretion over the shares of Common Stock Beneficially Owned by the Investor;
WHEREAS, on February 14, 2023, the Investor filed a Schedule 13D with the United States Securities and Exchange Commission (the "SEC") (SEC file number SC 13D/005-91482) disclosing the Investor's beneficial ownership of shares of Common Stock and the purposes of its investment;
WHEREAS, on February 22, 2023, the Investor published an open letter to the Board of Directors of the Company (the "Board") setting forth certain proposals and demands relating to, among other things, the composition and governance of the Board, operational improvements, and a potential separation of the Company's Enterprise Software Division;
WHEREAS, on March 8, 2023, the Investor delivered to the Company a notice of intent to nominate director candidates for election at the Company's 2023 Annual General Meeting of Stockholders in accordance with the advance notice provisions set forth in the Company's Amended and Restated Bylaws;
WHEREAS, the Company and the Investor have engaged in extensive good-faith discussions regarding the composition and governance of the Board, the Company's strategic direction, and other matters of mutual interest;
WHEREAS, as a result of such discussions, the Company and the Investor desire to come to an agreement regarding the matters set forth herein, including the appointment of a new independent director designated by the Investor, the withdrawal of the Investor's director nomination, the initiation of a strategic review of the Company's Enterprise Software Division, and certain standstill, voting, non-disparagement, and other provisions, all as more fully set forth below; and
WHEREAS, the Board, acting upon the recommendation of a special committee of independent directors, has determined that entering into this Agreement is in the best interests of the Company and its stockholders.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
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ARTICLE I — DEFINITIONS
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 possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. For purposes of this Agreement, the Investor and Greystone Capital Management LLC shall be deemed to be Affiliates of one another.
"Agreement" means this Cooperation Agreement, including all exhibits and schedules hereto, as the same may be amended, modified, or supplemented from time to time in accordance with the terms hereof.
"Beneficial Owner" and "Beneficially Own" shall have the meanings ascribed to such terms in Rule 13d-3 and Rule 13d-5 promulgated under the Exchange Act; provided, however, that, for purposes of this Agreement, a Person shall be deemed to Beneficially Own all shares of Common Stock that such Person has the right to acquire, whether or not such right is exercisable within sixty (60) days.
"Board" means the Board of Directors of the Company.
"Business Day" means any day other than a Saturday, a Sunday, or a day on which commercial banks in New York, New York are authorized or obligated by applicable law or executive order to be closed.
"Bylaws" means the Amended and Restated Bylaws of the Company, as last amended on November 3, 2022, as the same may be further amended, restated, supplemented, or otherwise modified from time to time.
"Certificate of Incorporation" means the Amended and Restated Certificate of Incorporation of the Company, as last amended on May 14, 2021, as the same may be further amended, restated, supplemented, or otherwise modified from time to time.
"Change of Control" means any of the following: (a) any merger, consolidation, share exchange, business combination, or similar transaction as a result of which a Person or Group acquires Beneficial Ownership of more than 50% of the outstanding voting securities of the Company or the surviving or resulting entity therein; (b) any tender offer or exchange offer that, if consummated, would result in a Person or Group acquiring Beneficial Ownership of more than 50% of the outstanding voting securities of the Company; (c) any sale, lease, exchange, transfer, or other disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, in one transaction or a series of related transactions; or (d) any recapitalization, restructuring, or other transaction as a result of which a Person or Group acquires Beneficial Ownership of more than 50% of the outstanding voting securities of the Company.
"Common Stock" means the shares of common stock, par value $0.001 per share, of the Company.
"Company" means Northgate Telecommunications PLC, a public limited company incorporated under the laws of the State of Delaware.
"Company Slate" means the slate of director nominees recommended by the Board for election at any annual or special meeting of stockholders of the Company.
"Confidential Information" has the meaning set forth in Section 8.1.
"Effective Date" has the meaning set forth in the preamble of this Agreement.
"ESD" means the Enterprise Software Division of the Company.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
"Extraordinary Transaction" means any merger, acquisition, sale, disposition, joint venture, or other business combination transaction (whether by the Company or any of its subsidiaries) involving consideration (whether in the form of cash, securities, assumption of liabilities, or other property, or any combination thereof) in excess of 25% of the Company's market capitalization, calculated based on the closing price of Common Stock on the NYSE on the last trading day immediately preceding the date of public announcement of such proposed transaction, multiplied by the total number of then-outstanding shares of Common Stock as of such date.
"Greystone Designee" means Catherine "Kate" Sinclair-Moreau.
"Group" shall have the meaning ascribed to such term in Section 13(d)(3) of the Exchange Act.
"Investor" means Greystone Capital Partners LP, a Delaware limited partnership, together with its Affiliates, including Greystone Capital Management LLC, a Delaware limited liability company.
"Investor Principals" means Dominic Ferraro and Lena Ostrowski.
"Joint Press Release" has the meaning set forth in Section 11.1.
"New Director" means Catherine "Kate" Sinclair-Moreau.
"Non-Disparagement Tail Period" has the meaning set forth in Section 7.1.
"NYSE" means the New York Stock Exchange.
"Person" means any individual, corporation, partnership, limited partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization, government or political subdivision thereof, or any other entity.
"Replacement Nominee" has the meaning set forth in Section 9.3.
"Representatives" means, with respect to any Person, such Person's officers, directors, managers, members, partners, employees, agents, advisors (including financial advisors and accountants), legal counsel, and other representatives.
"SEC" means the United States Securities and Exchange Commission.
"Standstill Period" means the period commencing on the Effective Date and ending 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 Article II, Section 12 of the Bylaws; provided that, if the Company fails to hold a 2025 Annual General Meeting of Stockholders or fails to specify an advance notice deadline in accordance with the Bylaws, the Standstill Period shall be deemed to expire on the date that is one hundred twenty (120) calendar days prior to the first anniversary of the Company's 2024 Annual General Meeting of Stockholders.
"Technology & Strategy Committee" means the Technology & Strategy Committee of the Board.
"Transfer Agent" means Pinnacle Trust Company, N.A., or any successor transfer agent of the Company.
"Withdrawn Nominee" means marshall Henning.
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 this Agreement as a whole (including all exhibits and schedules hereto) and not to any particular provision of this Agreement; (c) references to "Article," "Section," "Exhibit," and "Schedule" are references to the articles, sections, exhibits, and schedules of this Agreement unless otherwise specified; (d) the word "including" and words of similar import when used in this Agreement shall mean "including, without limitation"; (e) the word "or" shall not be exclusive; (f) all references to any period of days shall mean the relevant number of calendar days unless otherwise specified; (g) all references to dollar amounts shall mean lawful currency of the United States of America; (h) all references to any statute or regulation shall be deemed to include all amendments, modifications, and successor statutes and regulations thereto; (i) all Section headings and the table of contents herein are for convenience of reference only, do not constitute part of this Agreement, and shall not be deemed to limit or affect any of the provisions hereof; and (j) this Agreement shall not be construed against any Party as the drafter thereof.
ARTICLE II — BOARD MATTERS
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 of the Company to fill the newly created directorship resulting from the increase in the authorized number of directors described in Section 2.1(a).
(c) Ms. Sinclair-Moreau shall be classified as a Class II director of the Company, with a term expiring at the Company's 2025 Annual General Meeting of Stockholders, or until her successor is duly elected and qualified or until her earlier death, resignation, retirement, disqualification, or removal in accordance with the Certificate of Incorporation, the Bylaws, and applicable law.
(d) The Company represents that it has confirmed, and Ms. Sinclair-Moreau has separately confirmed to the Company, that Ms. Sinclair-Moreau qualifies as "independent" under the applicable listing standards of the NYSE (including Section 303A of the NYSE Listed Company Manual) and under the applicable rules and regulations of the SEC (including Rule 10A-3 under the Exchange Act), and that she is not disqualified from serving as a director of the Company under any applicable law, rule, or regulation.
(e) For informational purposes, the Parties acknowledge the following background information regarding Ms. Sinclair-Moreau: Catherine "Kate" Sinclair-Moreau, age 48, is the former Chief Operating Officer of Ridgeline Networks Inc., where she served from 2015 to 2021, overseeing the company's global operations, network infrastructure, and enterprise solutions businesses. Ms. Sinclair-Moreau currently serves as an independent director of Brindoval Data Holdings Corp. (NASDAQ: CDHO), where she is a member of the audit committee, and Arden Communications Group Inc. (NYSE: ACG), where she serves on the compensation and nominating committees. Ms. Sinclair-Moreau holds a Bachelor of Science in Electrical Engineering from the Massachusetts Institute of Technology and a Master of Business Administration from the Wharton School of the University of Pennsylvania.
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 non-executive directors serving on such committee, including with respect to meeting attendance requirements, information access, and related governance policies. Nothing in this Section 2.2 shall preclude the Board from appointing Ms. Sinclair-Moreau to serve on additional committees of the Board, subject to applicable independence requirements and Ms. Sinclair-Moreau's consent.
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 stock unit or stock option grants) under the Company's applicable equity incentive plan, and (iv) reimbursement of reasonable out-of-pocket expenses incurred in connection with the performance of her duties as a director, in each case on the same terms and conditions as are applicable to the Company's other non-executive independent directors.
(b) Concurrently with or promptly following her appointment to the Board, the Company shall enter into a director indemnification agreement with Ms. Sinclair-Moreau in the form attached hereto as Exhibit C (the "Director Indemnification Agreement"), which agreement shall be on terms no less favorable than those set forth in the director indemnification agreements entered into by the Company with its other non-executive directors.
(c) Ms. Sinclair-Moreau shall be covered under the Company's existing directors' and officers' liability insurance policy (including any excess or umbrella policies) on the same basis and to the same extent as the Company's other non-executive directors, effective as of the date of her appointment to the Board. The Company shall use commercially reasonable efforts to maintain such insurance coverage during the period of Ms. Sinclair-Moreau's service on the Board and for a period of not less than six (6) years following the date on which she ceases to serve as a director of the Company.
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 all board materials, committee materials (with respect to committees on which she serves), financial reports, strategic plans, and other information provided to non-executive directors in the ordinary course, in each case at the same time and in the same manner as such information is provided to other non-executive directors.
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, including the delivery of the written notice described in Section 2.5(b).
(b) On or prior to the Effective Date, the Investor shall deliver to the Corporate Secretary of the Company (Priya Nandakumar) a written notice of withdrawal of the nomination of Mr. Henning, substantially in the form attached hereto as Exhibit B, with a copy delivered concurrently to the Company's registered agent (Meridian Registered Agents, Inc., 1209 Orange Street, Wilmington, Delaware 19801).
(c) During the Standstill Period, the Investor shall not, and shall cause its Affiliates and the Investor Principals not to, (i) nominate, propose, or recommend for nomination any person for election to the Board at any annual or special meeting of stockholders, (ii) submit any stockholder proposal (including pursuant to Rule 14a-8 under the Exchange Act) relating to the nomination or election of directors, or (iii) support, encourage, finance, or participate in any effort by any third party to nominate or elect any person to the Board, in each case except as expressly provided in this Agreement, including the Investor's right to propose a Replacement Nominee pursuant to Section 9.3.
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, business combination, or in any other manner, Beneficial Ownership of shares of Common Stock or other equity securities or voting rights of the Company (including rights, options, warrants, or convertible or exchangeable securities) that would result in the Investor and its Affiliates, in the aggregate, Beneficially Owning more than 9.9% of the then-outstanding shares of Common Stock (for reference, as of the date hereof, 9.9% of 412,000,000 shares of Common Stock equals 40,788,000 shares of Common Stock); provided, however, that any increase in the Investor's percentage of Beneficial Ownership resulting solely from a reduction in the total number of outstanding shares of Common Stock (including, without limitation, as a result of share repurchases by the Company) shall not constitute a breach of this Section 3.1(a) so long as the Investor does not acquire any additional shares of Common Stock or other equity securities following such reduction that would cause the Investor's Beneficial Ownership to exceed the 9.9% threshold;
(b) Proxy Solicitations. Solicit proxies or written consents of stockholders, or become a "participant" in a "solicitation" (as such terms are defined or used in Regulation 14A under the Exchange Act), or conduct, participate in, or encourage any "vote no," "withhold," or similar campaign, with respect to the election or removal of any member of the Board, or any other matter to be voted on at any annual or special meeting of stockholders of the Company, or make any public proposal with respect thereto;
(c) Consent Solicitations. Seek to call, or request the calling of, any special meeting of stockholders of the Company, or seek any action by written consent of stockholders of the Company in lieu of a meeting, or take any action to propose, request, or require that the Company submit any matter to a vote of stockholders by written consent;
(d) Special Meetings and Stockholder Proposals. Make any request to convene an extraordinary general meeting of stockholders of the Company, or submit, or cause any Person to submit, any stockholder proposal (whether pursuant to Rule 14a-8 under the Exchange Act or otherwise) for consideration at any annual or special meeting of stockholders of the Company, or seek to have any such proposal included in any proxy statement of the Company;
(e) Extraordinary Transactions. Publicly propose, submit, publicly announce, or otherwise publicly disclose any proposal, plan, or intention for any Extraordinary Transaction, or any restructuring, recapitalization, dissolution, liquidation, or similar transaction involving the Company or any of its material subsidiaries, or publicly request that the Company amend, waive, or terminate any provision of this Section 3.1(e);
(f) Group Formation. Form, join, participate in, or in any way encourage the formation of any "group" within the meaning of Section 13(d)(3) of the Exchange Act, or any agreement, arrangement, or understanding for the purpose of acquiring, holding, voting, or disposing of any securities of the Company with any Person (other than a group consisting solely of the Investor and its Affiliates existing as of the date hereof);
(g) Non-Disparagement. Make, or cause to be made, any public statement, communication, or publication (including through any social media platform, website, blog, or podcast) that disparages, defames, or casts in a false light, or is reasonably likely to damage the reputation of, the Company, any of its subsidiaries, or any of its current or former directors, officers, or employees, or the business, operations, strategies, or financial condition of the Company;
(h) Board Matters. Seek, alone or in concert with any other Person, to control or influence the management, the Board, or the governance or policies of the Company, other than (i) through Ms. Sinclair-Moreau's service as a director of the Company and her exercise of her fiduciary duties as a member of the Board and (ii) the Investor's exercise of its voting rights in accordance with Article IV of this Agreement;
(i) Third-Party Arrangements. Enter into, or encourage any other Person to enter into, any voting trust, pooling arrangement, or other agreement, commitment, or arrangement (whether written or oral, formal or informal) with any Person with respect to the voting, acquisition, holding, or disposition of any securities of the Company, other than this Agreement and arrangements among the Investor and its existing Affiliates as of the date hereof; or
(j) Financing Activities. Finance, offer to finance, assist, or otherwise encourage or facilitate any third party in connection with any of the activities described in clauses (a) through (i) of this Section 3.1.
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, blog, or podcast) that disparages, defames, or casts in a false light, or is reasonably likely to damage the reputation of, the Investor, any of its Affiliates, or the Investor Principals (including Dominic Ferraro and Lena Ostrowski), or the business, investment strategies, or financial condition of the Investor or its Affiliates.
(b) Slate Commitment. The Company shall include Ms. Sinclair-Moreau on the Company Slate for reelection as a Class II director at the Company's 2025 Annual General Meeting of Stockholders. The Company shall recommend Ms. Sinclair-Moreau for election by the Company's stockholders and shall solicit proxies in favor of her election on the same basis and with the same level of support as is provided for all other director nominees included on the Company Slate for such meeting, including in the Company's proxy statement, any letters to stockholders, and any supplemental solicitation materials.
(c) Board Size Cap. The Company shall not increase the size of the Board beyond twelve (12) directors without the prior written consent of the Investor, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that this Section 3.2(c) shall not restrict the Board from filling any vacancy on the Board resulting from the death, disability, resignation, retirement, disqualification, or removal of any director so long as the total number of directors serving on the Board does not exceed twelve (12) following the filling of such vacancy.
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 such communications are not intended to, and would not reasonably be expected to, require any public disclosure by either Party under applicable law or regulation;
(b) voting its shares of Common Stock in accordance with Article IV of this Agreement;
(c) acquiring or disposing of shares of Common Stock or other securities of the Company in the open market or through privately negotiated transactions, so long as, after giving effect to any such acquisition, the Investor's and its Affiliates' aggregate Beneficial Ownership of shares of Common Stock does not exceed the 9.9% ownership cap set forth in Section 3.1(a);
(d) making any filings, amendments, or supplements with the SEC that the Investor is required or permitted to make under applicable law or regulation, including any amendments to the Investor's Schedule 13D (SEC file number SC 13D/005-91482) or any filings on Schedule 13F; or
(e) exercising any rights expressly granted to the Investor under this Agreement.
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 adjournment, postponement, or continuation thereof) so that such shares may be counted for purposes of determining the presence of a quorum at such meeting, and to be voted at each such meeting:
(a) in favor of the election of each director nominated by the Board and included on the Company Slate at each annual meeting of stockholders of the Company; and
(b) in accordance with the Board's recommendation on all other proposals submitted to stockholders of the Company at any annual or special meeting of stockholders, including, without limitation, any advisory vote on executive compensation ("say-on-pay"), any proposal to ratify the appointment of the Company's independent registered public accounting firm, any proposal to approve or amend any equity compensation plan, and any other routine management proposal.
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 threshold for determining whether a transaction constitutes an Extraordinary Transaction shall be calculated based on the closing price of Common Stock on the NYSE on the last trading day immediately preceding the date of public announcement of the applicable proposed transaction, multiplied by the total number of then-outstanding shares of Common Stock as reported by the Transfer Agent on such date. The Parties acknowledge that, as of the date hereof, the Company's market capitalization is approximately $8,652,000,000 (based on a closing price of $21.00 per share and 412,000,000 shares outstanding), and accordingly, as of the date hereof, a transaction involving consideration in excess of approximately $2,163,000,000 would constitute an Extraordinary Transaction, though the Parties further acknowledge that such figure is subject to change based on fluctuations in the Company's stock price and the total number of outstanding shares.
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 performance of, the voting obligations set forth in this Article IV.
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 revenue of approximately $1.82 billion of the Company's $6.38 billion in total consolidated revenue for the fiscal year ended December 31, 2022, representing approximately 28.5% of the Company's total revenue for such period, and that a thorough evaluation of the strategic alternatives available with respect to the ESD is in the best interests of the Company and its stockholders.
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 reasonable efforts to complete the strategic review no later than December 31, 2023. For purposes of this Section 5.2(b), "completion" shall mean that the Board shall have evaluated the available strategic alternatives with respect to the ESD and shall have made a determination regarding the course of action (if any) to be taken with respect to the ESD.
(c) The Board shall retain full and sole authority and discretion in determining the scope, methodology, timeline, and outcome of the strategic review, including, without limitation, the authority to determine whether to pursue any particular strategic alternative (including, without limitation, a sale, spin-off, carve-out, initial public offering, joint venture, retention, or any other transaction or combination of transactions with respect to the ESD), and nothing in this Agreement shall be construed as requiring the Board to pursue, recommend, or consummate any particular transaction or strategic alternative with respect to the ESD.
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-public information and the maintenance of insider trading compliance, (c) the requirements of applicable securities laws and regulations, and (d) any obligations of confidentiality owed by the Company to third parties in connection with the strategic review process. The Investor acknowledges that any information received by the Investor or the Investor Principals from Ms. Sinclair-Moreau in connection with the strategic review may constitute material non-public information and that the Investor and the Investor Principals shall be subject to the restrictions on trading and tipping set forth in the Company's Insider Trading Policy and applicable securities laws.
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, (c) the Investor's preparation and dissemination of the open letter dated February 22, 2023, (d) the Investor's delivery of the notice of intent to nominate director candidates, (e) the Investor's engagement and discussions with the Company and the Board, and (f) the negotiation, documentation, review, and execution of this Agreement and the transactions contemplated hereby. For the avoidance of doubt, reimbursable expenses shall include (i) reasonable legal fees and expenses of Whitaker, Drummond & Chase LLP, counsel to the Investor, and (ii) reasonable advisory fees and expenses of Veltrano Advisors LLC, financial advisor to the Investor, in each case to the extent incurred in connection with the activities described in this Section 6.1.
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 shall pay all undisputed amounts within thirty (30) days following receipt of such documentation by wire transfer of immediately available funds to an account designated in writing by the Investor. In the event of a dispute regarding any portion of the submitted expenses, the Company shall promptly notify the Investor in writing of the nature and basis of such dispute, and the Parties shall negotiate in good faith to resolve such dispute within fifteen (15) Business Days following such notice.
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 to, directly or indirectly, make, publish, issue, or cause to be made, published, or issued any public statement, public communication, press release, or social media post (including through any third-party intermediary) that disparages, defames, casts in a false light, or is reasonably likely to damage the reputation of the Investor, any of its Affiliates, or the Investor Principals (including Dominic Ferraro and Lena Ostrowski), or the investment strategies, business operations, integrity, or financial condition of the Investor or any of its Affiliates.
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, press release, or social media post (including through any third-party intermediary) that disparages, defames, casts in a false light, or is reasonably likely to damage the reputation of the Company, any of its subsidiaries, or any of the Company's current or former directors, officers, or employees, or the business, operations, strategies, governance, products, services, or financial condition of the Company or any of its subsidiaries.
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 any statement or disclosure that is required by applicable law, regulation, or the rules of any securities exchange on which such Party's (or its Affiliate's) securities are listed; or (c) making any public statement that is reasonably necessary to respond to or correct any public statement made by the other Party or its Representatives in violation of this Article VII, provided that the responding Party shall use commercially reasonable efforts to limit such responsive statement to the minimum extent necessary to correct the record.
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 Representatives to, maintain the confidentiality of all Confidential Information of the other Party and shall not disclose, disseminate, publish, or otherwise make available any such Confidential Information to any third party, except as expressly permitted by Section 8.2. Each Party shall use Confidential Information of the other Party solely for the purposes contemplated by this Agreement and not for any other purpose, including for trading in securities of the Company. Confidential Information shall not include information that: (a) is or becomes publicly available or generally known to the public other than as a result of a disclosure by the receiving Party or its Representatives in violation of this Agreement; (b) was already known to the receiving Party or its Representatives prior to the disclosure by the disclosing Party, as evidenced by the receiving Party's written records; (c) is independently developed by the receiving Party or its Representatives without reference to or use of any Confidential Information of the disclosing Party; or (d) is received by the receiving Party from a third-party source that, to the receiving Party's knowledge, is not subject to any obligation of confidentiality with respect to such information.
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 applicable law, regulation, or stock exchange rules (including, without limitation, disclosures required in connection with SEC filings, including the Form 8-K and the Schedule 13D/A contemplated by Article XI); (c) as required by any court order, judicial process, or governmental or regulatory investigation, provided that the disclosing Party shall, to the extent legally permissible, provide the other Party with prompt written notice of such requirement so as to afford the other Party a reasonable opportunity to seek a protective order or other appropriate remedy; or (d) with the prior written consent of the disclosing Party.
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.
ARTICLE IX — 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 Party, subject to the survival of certain provisions as expressly set forth in Section 9.4 and elsewhere in this Agreement.
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 written notice to the breaching Party specifying in reasonable detail the nature of such breach and (ii) the breaching Party has failed to cure such breach within fifteen (15) Business Days following receipt of such written notice. If such breach is cured within such fifteen (15) Business Day period, the notice of breach shall be deemed withdrawn and this Agreement shall continue in full force and effect. Termination pursuant to this Section 9.2(a) shall be effective upon the expiration of such fifteen (15) Business Day cure period, if the breach has not been cured.
(b) Change of Control. This Agreement shall automatically terminate, without any action required by either Party, upon the execution by the Company of a definitive agreement providing for a Change of Control transaction (as defined in Section 1.1), effective as of the date of execution of such definitive agreement.
(c) Director Vacancy. The Investor may terminate this Agreement by providing written notice to the Company if Ms. Sinclair-Moreau ceases to serve as a director on the Board for any reason other than her voluntary resignation (including, without limitation, as a result of her removal by the stockholders of the Company, her death, her disability, or her failure to be renominated on the Company Slate), and the Company fails to appoint a mutually agreed Replacement Nominee to the Board within thirty (30) calendar days following the date on which Ms. Sinclair-Moreau ceases to serve, in accordance with the process set forth in Section 9.3.
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 following the date on which Ms. Sinclair-Moreau ceases to serve.
(b) Any proposed Replacement Nominee must (i) satisfy the independence requirements of the NYSE listing standards (including Section 303A of the NYSE Listed Company Manual) and applicable SEC rules and regulations, (ii) not be a current officer, employee, or consultant of the Investor or any of its Affiliates, (iii) complete and submit the Company's standard director questionnaire, and (iv) be reasonably acceptable to the Board (such acceptance not to be unreasonably withheld, conditioned, or delayed).
(c) The Board shall act on the proposed Replacement Nominee within thirty (30) calendar days following the date on which Ms. Sinclair-Moreau ceased to serve as a director. During such thirty-day period, the Company and the Investor shall cooperate in good faith to identify a mutually acceptable Replacement Nominee.
(d) If the Board and the Investor are unable to agree upon a Replacement Nominee within such thirty (30) calendar day period, the Investor may terminate this Agreement pursuant to Section 9.2(c) by providing written notice to the Company at any time thereafter, which termination shall be effective upon receipt of such notice by the Company.
(e) If a Replacement Nominee is appointed to the Board, all references in this Agreement to Ms. Sinclair-Moreau (other than references in the Recitals and Section 2.5) shall be deemed to refer to the Replacement Nominee, and all rights and obligations of the Parties with respect to Ms. Sinclair-Moreau's service on the Board (including committee appointment obligations, compensation and indemnification rights, and the Company Slate commitment) shall apply to the Replacement Nominee on the same terms and conditions, mutatis mutandis.
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) months following the expiration or earlier termination of the Standstill Period);
(b) Article VIII (Confidentiality) shall survive the expiration or termination of this Agreement for a period of twenty-four (24) months following the date of such expiration or termination;
(c) Any obligations under Article VI (Expense Reimbursement) that have accrued prior to the date of termination shall survive such termination and shall remain enforceable until fully performed; and
(d) Article X (Representations and Warranties), this Section 9.4, and Article XII (General Provisions) shall survive the expiration or termination of this Agreement indefinitely.
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 its business as presently conducted.
(b) The Company has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement by the Company, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Company, including the approval of the Board, and no other corporate proceedings on the part of the Company or approval of the Company's stockholders are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.
(c) This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(d) The execution, delivery, and performance of this Agreement by the Company, and the consummation of the transactions contemplated hereby, do not and will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or the Bylaws, (ii) conflict with or result in a violation or breach of, or constitute a default (with or without notice or lapse of time, or both) under, any material contract, agreement, instrument, permit, or obligation to which the Company is a party or by which it or any of its properties or assets is bound, or (iii) violate any applicable law, rule, regulation, order, judgment, or decree applicable to the Company.
(e) The Board of Directors of the Company consists of eleven (11) members as of the date immediately prior to the Effective Date.
(f) As of the date hereof, the Company has 412,000,000 shares of Common Stock issued and outstanding.
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 on its business as presently conducted.
(b) The Investor has the requisite partnership power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement by the Investor, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary partnership action on the part of the Investor, including the authorization and approval of Greystone Capital Management LLC, a Delaware limited liability company, in its capacity as the general partner of the Investor, and no other partnership proceedings on the part of the Investor are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.
(c) This Agreement has been duly executed and delivered by the Investor (acting through its general partner) and constitutes a legal, valid, and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(d) The execution, delivery, and performance of this Agreement by the Investor, and the consummation of the transactions contemplated hereby, do not and will not (i) conflict with or result in a violation of any provision of the Amended and Restated Agreement of Limited Partnership of the Investor, or the operating agreement or certificate of formation of Greystone Capital Management LLC, (ii) conflict with or result in a violation or breach of, or constitute a default (with or without notice or lapse of time, or both) under, any material contract, agreement, instrument, or obligation to which the Investor is a party or by which it or any of its properties or assets is bound, or (iii) violate any applicable law, rule, regulation, order, judgment, or decree applicable to the Investor.
(e) As of the Effective Date, the Investor (together with its Affiliates, including Greystone Capital Management LLC) Beneficially Owns 28,016,000 shares of Common Stock, representing approximately 6.8% of the outstanding shares of Common Stock (calculated as 28,016,000 divided by 412,000,000), and such shares constitute all of the shares of Common Stock Beneficially Owned by the Investor and its Affiliates as of the Effective Date. Such shares of Common Stock are held of record in accounts maintained by the Investor and its Affiliates at The Depository Trust Company and/or the Transfer Agent.
(f) No Person other than the Investor and its Affiliates (including Greystone Capital Management LLC) has any agreement, arrangement, understanding, or commitment (whether written or oral) with the Investor or any of its Affiliates with respect to the voting, acquisition, holding, or disposition of any shares of Common Stock.
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 approved the final text thereof in writing. The Joint Press Release shall include, among other things, the announcement of the execution of this Agreement, the appointment of Catherine "Kate" Sinclair-Moreau to the Board, the expansion of the Board from eleven (11) to twelve (12) directors, the withdrawal by the Investor of the nomination of marshall Henning, the initiation of the strategic review of the Enterprise Software Division, quotations from Sir Edmund Prumvane (Chairman of the Board) and Dominic Ferraro (Managing Partner of the Investor), and the Company's NYSE ticker symbol "NTP."
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 under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers) of Form 8-K. The full text of this Agreement shall be filed as an exhibit to the Form 8-K. The Company shall provide the Investor with a reasonable opportunity to review and comment upon the Form 8-K (other than the text of this Agreement filed as an exhibit thereto) prior to its filing with the SEC, and the Company shall consider in good faith any comments received from the Investor in a timely manner.
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 Agreement. The full text of this Agreement shall be filed as an exhibit to such Schedule 13D/A. The Investor shall provide the Company with a reasonable opportunity to review and comment upon the Schedule 13D/A (other than the text of this Agreement filed as an exhibit thereto) prior to its filing with the SEC, and the Investor shall consider in good faith any comments received from the Company in a timely manner.
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 Agreement, or the transactions contemplated hereby, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, either Party may make public statements that are consistent with the Joint Press Release and the prior public disclosures of the Parties without obtaining such consent.
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 Agreement or as an inducement to enter into this Agreement), shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (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.
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 Division), or, if neither such state court has subject matter jurisdiction, the United States District Court for the District of Delaware) in connection with any dispute, claim, or cause of action arising out of or relating to this Agreement, the negotiation, execution, or performance of this Agreement, or the transactions contemplated hereby, and each Party hereby irrevocably and unconditionally agrees that all claims in respect of any such dispute, claim, or cause of action may be heard and determined in any such court. Each Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Each Party hereby irrevocably and unconditionally waives, to the ful

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