1022-00003 · Northgate Telecommunications PLC · Transaction Documents

settlement-term-sheet.docx DOCUMENT M&A / Corporate

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PRIVILEGED AND CONFIDENTIAL — FOR SETTLEMENT DISCUSSION PURPOSES ONLY

NON-BINDING TERM SHEET — PROPOSED SETTLEMENT TERMS

Between Northgate Telecommunications PLC and Greystone Capital Partners LP

April 28, 2023

Prepared by: Calderwood & Harkness LLP 450 Lexington Avenue New York, NY 10017 Matter No.: 1022-00003

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

Section 1: Preliminary Statement and Nature of Document

This Non-Binding Term Sheet (this "Term Sheet") sets forth the principal terms of a proposed cooperation agreement (the "Cooperation Agreement") between Northgate Telecommunications PLC, a Delaware corporation ("Northgate" or "NTP"), on the one hand, and Greystone Capital Partners LP, a Delaware limited partnership ("Greystone" or "GCP"), together with its general partner Greystone Capital Management LLC, a Delaware limited liability company ("GCM"), on the other hand. This Term Sheet has been prepared by Calderwood & Harkness LLP, counsel to NTP, in connection with ongoing settlement negotiations between the parties, and reflects the terms upon which the parties have agreed in principle to resolve certain matters, as more fully described herein.

This Term Sheet is non-binding in nature and is subject in all respects to the negotiation, execution, and delivery of a definitive Cooperation Agreement containing the terms set forth herein, together with such additional terms, conditions, representations, warranties, and covenants as are customary in transactions of this nature and as may be mutually agreed upon by the parties and their respective counsel. No party shall have any legal obligation with respect to the transactions, arrangements, or undertakings described herein unless and until a definitive Cooperation Agreement has been duly executed and delivered by both parties. Until such time, either party may, in its sole discretion, withdraw from negotiations or decline to proceed with the transactions contemplated hereby, without liability to the other party, except as expressly provided in Section 10 (Confidentiality) and Section 15.1 (Non-Binding Nature) of this Term Sheet.

Notwithstanding the non-binding nature of this Term Sheet, the parties intend to negotiate in good faith toward a definitive Cooperation Agreement reflecting the terms set forth herein, with the target of executing such definitive agreement prior to the 2023 Annual General Meeting of NTP, which is currently scheduled for July 12, 2023. The parties acknowledge that time is of the essence with respect to such negotiations, given the approaching Annual General Meeting and the desirability of resolving the matters described herein in advance thereof, in the mutual interest of both parties and the stockholders of NTP.

This Term Sheet supersedes all prior oral and written discussions, correspondence, and negotiations between the parties regarding the subject matter hereof, including all informal discussions between principals, advisors, and counsel prior to the date hereof. The terms set forth herein represent the current state of the parties' negotiations and are subject to further refinement and elaboration in the definitive Cooperation Agreement.

Section 2: Parties

2.1 The Company

Full Legal Name: Northgate Telecommunications PLC

Jurisdiction of Incorporation: State of Delaware

Principal Executive Offices: 45 Broadwick Street, London W1F 0DB, United Kingdom

Registered Agent: Meridian Registered Agents, Inc., 1209 Orange Street, Wilmington, Delaware 19801

NYSE Ticker Symbol: NTP

Shares of Common Stock Outstanding: 412,000,000 shares of common stock, par value $0.01 per share, as of the date hereof

Contact for Purposes of This Term Sheet: Priya Nandakumar, General Counsel & Corporate Secretary, Northgate Telecommunications PLC, 45 Broadwick Street, London W1F 0DB, United Kingdom; telephone: +44 (0)20 7946 0958; email: p.nandakumar@northgatetelecom.com

Outside Counsel: Calderwood & Harkness LLP, 450 Lexington Avenue, New York, NY 10017; Angela Fontaine, Responsible Partner; telephone: (212) 558-4000; email: a.fontaine@calderwoodharkness.com

2.2 The Investor

Full Legal Name: Greystone Capital Partners LP

General Partner: Greystone Capital Management LLC

Jurisdiction of Formation: State of Delaware (both Greystone Capital Partners LP and Greystone Capital Management LLC)

Principal Place of Business: 590 Madison Avenue, 34th Floor, New York, NY 10022

Beneficial Ownership of NTP Common Stock as of the Date Hereof: 28,016,000 shares of NTP common stock, representing approximately 6.8% of the 412,000,000 shares of NTP common stock outstanding as of the date hereof

Schedule 13D Filing: A Schedule 13D was filed by Greystone with the Securities and Exchange Commission (the "SEC") on February 14, 2023, disclosing the foregoing beneficial ownership position (SEC file number SC 13D/005-91482)

Contact: Dominic Ferraro, Founding Partner and Managing Partner, Greystone Capital Partners LP, 590 Madison Avenue, 34th Floor, New York, NY 10022; telephone: (212) 371-2900; email: d.ferraro@greystonecap.com

Outside Counsel: Whitaker, Drummond & Chase LLP, 787 Seventh Avenue, New York, NY 10019; Jonathan Whitaker, Lead Partner; telephone: (212) 728-8000; email: j.whitaker@wdclaw.com

Section 3: Background and Recitals

The following recitals set forth the factual background giving rise to this Term Sheet and the contemplated Cooperation Agreement. These recitals are intended to provide context for the terms set forth herein and shall be incorporated in substance into the definitive Cooperation Agreement.

A. Between September 2022 and January 2023, Greystone accumulated a significant position in the common stock of NTP through open-market purchases. On January 9, 2023, Greystone crossed the 5% beneficial ownership threshold that triggers reporting obligations under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

B. On February 14, 2023, Greystone filed a Schedule 13D with the SEC disclosing beneficial ownership of 28,016,000 shares of NTP common stock, representing approximately 6.8% of the 412,000,000 shares of NTP common stock then outstanding. The Schedule 13D disclosed an average cost basis of approximately $31.47 per share for the shares acquired.

C. On February 22, 2023, Greystone published an open letter (the "Open Letter") addressed to the Board of Directors of NTP (the "Board"), which was simultaneously filed with the SEC as an exhibit to an amended Schedule 13D. In the Open Letter, Greystone demanded that the Board take the following actions: (i) appoint two Greystone-designated directors to the Board; (ii) form a dedicated operational excellence committee of the Board to oversee margin improvement and operational efficiency initiatives; (iii) initiate a comprehensive strategic review of NTP's Enterprise Software Division ("ESD"), including consideration of a potential sale, spin-off, or other separation of ESD from NTP; and (iv) authorize and commence a $500 million accelerated share repurchase program.

D. On March 8, 2023, Greystone filed an advance notice of intent to nominate two director candidates — Catherine "Kate" Sinclair-Moreau (age 48) and marshall Henning (age 55) — for election to the Board at the 2023 Annual General Meeting of NTP. The advance notice deadline for director nominations at the 2023 Annual General Meeting, as set forth in Section 3.12 of NTP's Amended and Restated Bylaws, was April 12, 2023. Ms. Sinclair-Moreau is the former Chief Operating Officer of Ridgeline Networks Inc. and currently serves as an independent director at Brindoval Data Holdings Corp. and Arden Communications Group Inc. Mr. Henning is the former Chief Financial Officer of Lakeshore Broadband Corp.

E. On March 15, 2023, the parties commenced private negotiations following preliminary engagement between Dominic Ferraro (Managing Partner of Greystone) and Sir Edmund Prumvane (independent non-executive Chairman of the NTP Board), and subsequent engagement between their respective legal counsel and financial advisors.

F. As of the date hereof, NTP's Board of Directors consists of 11 directors, with Sir Edmund Prumvane serving as independent non-executive Chairman. The Board is classified into three classes (Class I, Class II, and Class III), with directors in each class serving staggered three-year terms in accordance with the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws.

G. This Term Sheet reflects the terms upon which the parties have agreed in principle to resolve the matters raised in the Greystone Open Letter, the director nominations, and the related proxy contest threat, all as more fully set forth herein. The parties believe that the resolution contemplated by this Term Sheet and the definitive Cooperation Agreement is in the best interests of NTP, its stockholders, and all other stakeholders, and will allow NTP's Board and management to focus on the continued execution of the Company's business strategy and the creation of long-term stockholder value.

Section 4: Board of Directors

4.1 Board Expansion

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

4.2 New Director Appointment

Greystone shall designate one (1) director for appointment to the NTP Board, and the Board shall appoint such designee, effective as of the date of execution and delivery of the definitive Cooperation Agreement. Greystone's designee shall be Catherine "Kate" Sinclair-Moreau (age 48), whose biographical information is as follows:

Ms. Sinclair-Moreau is the former Chief Operating Officer of Ridgeline Networks Inc., a position she held from 2015 to 2021. At Ridgeline Networks, Ms. Sinclair-Moreau was responsible for overseeing the company's global operations, including network infrastructure, product development, and enterprise sales. Ms. Sinclair-Moreau currently serves as an independent, non-executive director on the boards of directors of Brindoval Data Holdings Corp. (NASDAQ: CDHR) and Arden Communications Group Inc. (NYSE: ACGI). Ms. Sinclair-Moreau holds a Bachelor of Science in Electrical Engineering from the University of Michigan and a Master of Business Administration from the Wharton School of the University of Pennsylvania.

Ms. Sinclair-Moreau shall be classified as a Class II director of NTP, with a term expiring at the 2025 Annual General Meeting of NTP. The appointment shall become effective upon execution and delivery of the definitive Cooperation Agreement, and Ms. Sinclair-Moreau shall serve as a director of NTP from such date until the expiration of her term or her earlier resignation, removal, or death. NTP shall include Ms. Sinclair-Moreau on its management slate of director nominees recommended by the Board for reelection by the stockholders at the 2025 Annual General Meeting of NTP, and shall solicit proxies in favor of her reelection in the same manner as it solicits proxies for its other director nominees at such meeting.

4.3 Committee Appointment

Promptly following her appointment to the Board, Ms. Sinclair-Moreau shall be appointed as a member of the Technology & Strategy Committee of the NTP Board of Directors, which is currently chaired by Margaret Liu. Ms. Sinclair-Moreau's appointment to the Technology & Strategy Committee shall be in addition to, and not in lieu of, any other committee assignments that the Board may determine are appropriate based on her qualifications and experience, subject to applicable independence requirements under NYSE listing standards and SEC rules.

4.4 Withdrawal of Additional Nominee

Effective upon execution and delivery of the definitive Cooperation Agreement, Greystone shall withdraw the nomination of marshall Henning (age 55, former Chief Financial Officer of Lakeshore Broadband Corp.) as a director candidate for election at the 2023 Annual General Meeting of NTP. Greystone shall take all actions necessary and appropriate to effect such withdrawal, including the delivery of a written notice of withdrawal to NTP's Corporate Secretary, in such form as is reasonably acceptable to NTP, confirming that Greystone is irrevocably withdrawing Mr. Henning's nomination and that Greystone will not nominate or support any other candidates for election to the Board at the 2023 Annual General Meeting other than the management-recommended slate (which shall include Ms. Sinclair-Moreau).

4.5 Board Size Cap

During the Standstill Period (as defined in Section 5.1 below), NTP shall not increase the size of the Board of Directors beyond 12 directors without the prior written consent of Greystone, which consent shall not be unreasonably withheld, conditioned, or delayed. For the avoidance of doubt, this provision shall not restrict the Board from filling any vacancy on the Board resulting from the death, resignation, or removal of a director, so long as the total number of directors on the Board does not exceed 12 at any time during the Standstill Period without Greystone's prior written consent.

4.6 Director Independence

The parties acknowledge and agree that Ms. Sinclair-Moreau shall qualify, and shall be required to continue to qualify, as an "independent director" under the listing standards of the New York Stock Exchange and applicable rules and regulations of the SEC, including Rule 10A-3 under the Exchange Act. Ms. Sinclair-Moreau shall not be, or be deemed to be, a representative, designee, or agent of Greystone for any purpose, and shall owe fiduciary duties solely to NTP and its stockholders in her capacity as a director of NTP. Greystone acknowledges that Ms. Sinclair-Moreau, upon her appointment to the Board, shall be subject to NTP's corporate governance guidelines, code of business conduct and ethics, director stock ownership guidelines, and all other policies applicable to non-executive directors of NTP.

Section 5: Standstill Provisions

5.1 Standstill Period

The standstill period (the "Standstill Period") shall commence upon the date of execution and delivery of the definitive Cooperation Agreement and shall expire on the date that is 30 calendar days prior to the advance notice deadline for the nomination of directors at the 2025 Annual General Meeting of NTP (as such deadline is determined in accordance with NTP's Amended and Restated Bylaws then in effect). The parties anticipate that the Standstill Period will be approximately 22 to 24 months in duration, depending on the timing of execution of the definitive Cooperation Agreement and the scheduling of the 2025 Annual General Meeting.

5.2 Greystone Standstill Obligations

During the Standstill Period, Greystone (including GCM, and their respective affiliates, associates, managed funds, managed accounts, principals, partners, members, directors, officers, employees, agents, and any other persons acting in concert with or at the direction of any of the foregoing) shall not, directly or indirectly, without the prior written consent of the Board:

(a) Ownership Cap. Acquire, or offer, seek, or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate, or other group, through the use of a derivative instrument, swap, or other arrangement, or otherwise, beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of shares of NTP common stock (or any securities convertible into or exercisable or exchangeable for NTP common stock) such that Greystone's aggregate beneficial ownership of NTP common stock would exceed 9.9% of the then-outstanding shares of NTP common stock. Based on the 412,000,000 shares of NTP common stock currently outstanding, the 9.9% ownership cap is equivalent to 40,788,000 shares. The ownership cap shall be recalculated based on the number of shares of NTP common stock outstanding as reported from time to time in NTP's periodic filings with the SEC.

(b) No Proxy Solicitations. Solicit proxies or written consents of stockholders of NTP, or conduct, participate in, or encourage any "vote no" or "withhold" campaign with respect to any director nominee recommended by the Board or any other matter submitted to a vote of the stockholders, or become a "participant" in any "solicitation" of proxies (as such terms are defined or used in Regulation 14A under the Exchange Act), in each case, in opposition to any recommendation of the Board of Directors of NTP.

(c) No Consent Solicitations. Seek, alone or in concert with any other person, to call, or to request the calling of, a special meeting of the stockholders of NTP, or to seek to make, or to make, a stockholder proposal at any meeting of stockholders (whether pursuant to Rule 14a-8 under the Exchange Act or otherwise), or to seek to make, or to make, any request for a list of stockholders of NTP or for any books and records of NTP, in each case, for the purpose of taking any action that Greystone is otherwise restricted from taking during the Standstill Period.

(d) No Public Proposals. Make, or cause to be made, any public proposal, public announcement, or public communication (including any filing with the SEC or any communication with the press or media) with respect to any Extraordinary Transaction (as defined in Section 6.2 below), recapitalization, restructuring, liquidation, dissolution, or other material corporate action involving NTP, or make any request or proposal to amend, waive, or terminate any provision of the Cooperation Agreement, in each case, publicly or in a manner that would reasonably be expected to require NTP to make a public announcement regarding such proposal or request.

(e) No Group Formation. Form, join, encourage, influence, advise, or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) with any other person with respect to any securities of NTP, or deposit any shares of NTP common stock in a voting trust or subject any shares of NTP common stock to any voting agreement or arrangement (other than as contemplated by Section 6 of this Term Sheet), for the purpose of acquiring, holding, voting, or disposing of any securities of NTP.

(f) No Disparaging Statements. Make, or cause to be made, any public statement, communication, press release, social media post, or any other public communication that disparages, defames, or casts in a negative light NTP, the Board of Directors of NTP, any member of the Board, NTP's management team, or any officer, director, or employee of NTP or its subsidiaries.

5.3 NTP Standstill Obligations

During the Standstill Period, NTP shall not, directly or indirectly:

(a) Non-Disparagement. Make, or cause to be made, any public statement, communication, press release, or any other public communication that disparages, defames, or casts in a negative light Greystone, GCM, or their respective principals, partners, officers, employees, or advisors, including without limitation Dominic Ferraro and Lena Ostrowski.

(b) Slate Commitment. NTP shall include Ms. Sinclair-Moreau on NTP's management slate of director nominees recommended by the Board for election at the 2025 Annual General Meeting, subject to Ms. Sinclair-Moreau's continued willingness to serve as a director and her continued satisfaction of the independence and qualification requirements set forth in Section 4.6 of this Term Sheet and the definitive Cooperation Agreement.

(c) Board Size Cap. NTP shall not increase the size of the Board of Directors beyond 12 directors without Greystone's prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed.

Section 6: Voting Commitments

6.1 General Voting Commitment

During the Standstill Period, Greystone shall cause all shares of NTP common stock beneficially owned by Greystone and its affiliates, associates, and any person acting in concert with Greystone to be present, in person or by proxy, for quorum purposes at each annual meeting and each special meeting of the stockholders of NTP duly called during the Standstill Period, and to be voted (or, with respect to shares held in "street name," to cause voting instructions to be delivered) as follows:

(a) In favor of all director nominees recommended by the Board of Directors of NTP for election or reelection at such meeting; and

(b) In accordance with the Board's recommendation on all other proposals, resolutions, and matters submitted to a vote of the stockholders of NTP at such meeting, including, without limitation, proposals relating to executive compensation ("say on pay"), ratification of the appointment of NTP's independent auditor, and any other management-sponsored proposals.

6.2 Exception for Extraordinary Transactions

Notwithstanding Section 6.1(b), Greystone shall be entitled to vote all shares of NTP common stock beneficially owned by it and its affiliates in its sole and absolute discretion with respect to any proposal submitted to a vote of NTP's stockholders that relates to an Extraordinary Transaction. For purposes of this Term Sheet and the definitive Cooperation Agreement, the term "Extraordinary Transaction" shall mean any of the following:

any merger, consolidation, acquisition, business combination, tender offer, exchange offer, recapitalization, reorganization, or disposition, sale, or transfer of all or a substantial portion of NTP's assets or businesses, involving aggregate consideration (whether payable in cash, securities, assumption of liabilities, or any combination thereof) in excess of 25% of NTP's market capitalization as of the close of trading on the last trading day immediately prior to the public announcement of such transaction.

For reference purposes, based on NTP's approximate market capitalization of $14.2 billion as of the close of trading on February 13, 2023 (the last trading day prior to the filing of Greystone's Schedule 13D), 25% of such market capitalization is approximately $3.55 billion. The market capitalization threshold shall be recalculated based on the applicable closing price and shares outstanding as of the relevant measurement date.

For the avoidance of doubt, Greystone's discretionary voting right with respect to Extraordinary Transactions shall not relieve Greystone of its obligation to cause its shares to be present for quorum purposes at any meeting at which an Extraordinary Transaction is submitted to a stockholder vote.

Section 7: Expense Reimbursement

NTP shall reimburse Greystone for documented, reasonable out-of-pocket fees and expenses (including fees and expenses of outside legal counsel, financial advisors, proxy solicitors, public relations consultants, and other professional advisors) actually incurred by Greystone in connection with (i) its activism campaign relating to NTP, including the preparation and filing of the Schedule 13D, the preparation and publication of the Open Letter, the nomination of director candidates, and the preparation for a potential proxy contest, and (ii) the negotiation, preparation, and execution of this Term Sheet and the definitive Cooperation Agreement.

The aggregate reimbursement payable by NTP to Greystone pursuant to this Section 7 shall be subject to a cap of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). The parties acknowledge that the reimbursement cap represents a reasonable and negotiated amount reflecting the approximate scope of expenses expected to have been incurred by Greystone in connection with the foregoing matters.

Greystone shall submit to NTP reasonable supporting documentation for its reimbursement request (including invoices, fee statements, and a summary of expenses by category) within 60 calendar days following the date of execution of the definitive Cooperation Agreement. NTP shall not be required to reimburse any expense that is not supported by reasonable documentation. NTP shall make payment of the approved reimbursement amount within 30 calendar days following NTP's receipt of compliant documentation. Payment shall be made by wire transfer of immediately available funds to an account designated by Greystone.

For the avoidance of doubt, the expense reimbursement obligation set forth in this Section 7 shall survive the termination or expiration of the Cooperation Agreement and shall constitute a binding obligation of NTP upon execution and delivery of the definitive Cooperation Agreement.

Section 8: Strategic Review of the Enterprise Software Division

Concurrent with the public announcement of the Cooperation Agreement and the filing of the Current Report on Form 8-K described in Section 11, the Board of Directors of NTP shall publicly announce the initiation of a comprehensive strategic review of NTP's Enterprise Software Division ("ESD"). The strategic review shall encompass the full range of strategic alternatives for ESD, including, without limitation, the following: (i) continued operation of ESD as a division of NTP; (ii) a spin-off or split-off of ESD to NTP's stockholders; (iii) a sale of ESD to a third party (whether by asset sale, stock sale, merger, or other transaction structure); (iv) a joint venture or strategic partnership with respect to ESD; and (v) any other disposition, reorganization, or structural alternative that the Board, in its business judgment, deems appropriate to evaluate.

The parties acknowledge that ESD is a significant business unit of NTP, having contributed approximately $1.82 billion in revenue for the fiscal year ended December 31, 2022, representing approximately 28.5% of NTP's total consolidated revenue of $6.38 billion for such fiscal year. The parties further acknowledge that the strategic review is being initiated in response to Greystone's request and in recognition of the Board's fiduciary obligation to evaluate opportunities to enhance stockholder value.

The strategic review shall be conducted with the assistance of Esterline Partners LLC, NTP's financial advisor, under the direction of Victoria Chen-Halsted, Managing Director. Esterline Partners LLC shall report to the Technology & Strategy Committee of the Board (on which Ms. Sinclair-Moreau shall serve), and the Technology & Strategy Committee shall report to the full Board regarding the progress and findings of the strategic review.

The strategic review shall be completed no later than December 31, 2023. The Board shall consider the results, analysis, and recommendations arising from the strategic review and shall take such action as the Board, in the exercise of its fiduciary duties and business judgment, determines to be in the best interests of NTP and its stockholders. For the avoidance of doubt, nothing in this Term Sheet or the definitive Cooperation Agreement shall require the Board to pursue any particular strategic alternative with respect to ESD, and the Board shall retain full discretion with respect to the outcome of the strategic review.

Section 9: Mutual Non-Disparagement

Each of NTP (including its Board of Directors, officers, and employees acting on behalf of NTP) and Greystone (including GCM, their respective principals, partners, officers, and employees acting on behalf of Greystone) shall refrain from making, or causing to be made, any public statement, public communication, press release, social media post, interview, or other public communication, whether oral or written, that directly or indirectly disparages, defames, impugns, or otherwise casts in a negative light the other party, its respective affiliates, directors, officers, partners, principals, employees, agents, or representatives.

The mutual non-disparagement obligation set forth in this Section 9 shall apply during the Standstill Period and shall survive for a period of 12 months following the expiration or earlier termination of the Standstill Period. For the avoidance of doubt, the non-disparagement obligation shall apply regardless of the reason for the expiration or termination of the Standstill Period, including termination resulting from a material breach by either party.

Notwithstanding the foregoing, nothing in this Section 9 shall prevent or restrict either party from:

(i) making truthful statements of fact as required by applicable law, regulation, judicial or administrative order, subpoena, or other legal process, including in response to a request, directive, or inquiry by a governmental authority or regulatory body;

(ii) responding to factually incorrect public statements made by or on behalf of the other party, provided that any such response is limited to correcting the factual inaccuracy and does not include gratuitous disparaging commentary; or

(iii) communicating privately and confidentially with the other party's representatives, directors, officers, counsel, or advisors regarding matters arising under the Cooperation Agreement or the parties' respective rights and obligations thereunder.

Section 10: Confidentiality

Each party shall maintain in strict confidence and shall not disclose to any third party (other than such party's respective directors, officers, employees, partners, advisors, counsel, and accountants, in each case on a need-to-know basis and subject to obligations of confidentiality no less restrictive than those set forth herein) any and all non-public information exchanged between the parties, or otherwise obtained by either party, during the negotiation of this Term Sheet and the definitive Cooperation Agreement, including the terms and substance of the negotiation process, the identities of the individuals involved in the negotiations, the positions taken by either party during such negotiations, and all draft term sheets, proposals, and other documents exchanged between the parties and their respective counsel and advisors.

The confidentiality obligations set forth in this Section 10 shall survive for a period of 24 months following the expiration or earlier termination of the Standstill Period. The parties acknowledge that the confidentiality obligations set forth in this Section 10 shall be binding upon execution of this Term Sheet, as provided in Section 15.1 below.

The confidentiality obligations set forth in this Section 10 shall not apply to:

(i) information that is or becomes publicly available or part of the public domain other than as a result of a disclosure by the receiving party or its representatives in breach of this Section 10;

(ii) information that is independently developed or obtained by the receiving party without reference to, reliance upon, or use of any confidential information received from the disclosing party; or

(iii) disclosures that are required by applicable law, regulation, stock exchange rule, or legal process (including any subpoena, civil investigative demand, or similar process), provided that the receiving party shall, to the extent legally permissible and reasonably practicable, provide reasonable prior written notice to the disclosing party of such required disclosure, so as to afford the disclosing party an opportunity to seek a protective order or other appropriate remedy to limit the scope of the required disclosure.

Notwithstanding the foregoing, nothing in this Section 10 shall restrict or prohibit (i) the filing of the definitive Cooperation Agreement (or a summary thereof) as an exhibit to a Current Report on Form 8-K, Schedule 13D/A, or other filing with the SEC as required by applicable securities laws and regulations, (ii) the disclosure of the material terms of the Cooperation Agreement in an 8-K filing, press release, or 13D/A amendment, in each case as required by applicable securities laws and regulations, or (iii) the issuance of the joint press release contemplated by Section 11 of this Term Sheet.

Section 11: Public Announcement

Upon execution and delivery of the definitive Cooperation Agreement, NTP and Greystone shall issue a mutually agreed joint press release announcing the execution of the Cooperation Agreement and the principal terms thereof (the "Joint Press Release"). The form and substance of the Joint Press Release shall be agreed upon by the parties and their respective counsel in advance of the execution of the definitive Cooperation Agreement. The Joint Press Release shall be issued concurrently with the filing by NTP of a Current Report on Form 8-K with the SEC, which shall report the execution of the Cooperation Agreement under:

(a) Item 1.01 (Entry into a Material Definitive Agreement); and

(b) Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers), reflecting the appointment of Ms. Sinclair-Moreau to the Board.

Neither NTP nor Greystone (nor their respective affiliates, directors, officers, partners, employees, counsel, or advisors) shall issue any press release, public statement, or other public communication regarding the Cooperation Agreement, the terms thereof, the negotiations leading thereto, or the subject matter of this Term Sheet without the prior written consent of the other party, except as may be required by applicable law, regulation, or stock exchange rules, in which case the party required to make such disclosure shall, to the extent reasonably practicable, provide the other party with reasonable advance notice of, and an opportunity to review and comment upon, such disclosure prior to its issuance.

Promptly following execution and delivery of the definitive Cooperation Agreement, and in any event no later than the second business day thereafter, Greystone shall file an amendment to its Schedule 13D (a "13D/A") with the SEC, reflecting the settlement terms contained in the Cooperation Agreement and amending Item 4 (Purpose of Transaction) of the Schedule 13D to reflect the execution of the Cooperation Agreement, the withdrawal of the nomination of marshall Henning, the appointment of Ms. Sinclair-Moreau to the Board, and the other material terms of the Cooperation Agreement. NTP shall have a reasonable opportunity to review and comment on the 13D/A prior to its filing.

Section 12: Termination

12.1 Expiration. The Cooperation Agreement (other than those provisions that expressly survive the expiration or termination thereof) shall terminate automatically upon the expiration of the Standstill Period, without any further action or notice by either party. Upon such expiration, the parties shall be released from their respective obligations under the Cooperation Agreement, subject to the survival provisions set forth in Section 12.3 below.

12.2 Early Termination Events

The Standstill Period (and the corresponding obligations of the parties thereunder) may be terminated early by either party, upon written notice to the other party, upon the occurrence of any of the following events:

(a) Material Breach. A material breach by the other party of any representation, warranty, covenant, or other provision of the Cooperation Agreement that remains uncured for a period of 15 business days following the delivery of written notice thereof by the non-breaching party to the breaching party, which written notice shall specify the nature of the breach in reasonable detail and the actions required to cure such breach. The termination right under this Section 12.2(a) shall be available only to the non-breaching party and only if such party is not itself in material breach of any provision of the Cooperation Agreement at the time of such termination.

(b) Change of Control. NTP enters into a definitive agreement providing for a Change of Control transaction. For purposes of this Term Sheet and the definitive Cooperation Agreement, the term "Change of Control" shall be defined to include: (i) any merger, consolidation, or other business combination transaction in which the stockholders of NTP immediately prior to such transaction hold, directly or indirectly, less than 50% of the voting power of the surviving or resulting entity immediately following such transaction; (ii) any tender offer or exchange offer by a third party that, if consummated, would result in such third party beneficially owning more than 50% of the outstanding voting securities of NTP; (iii) any sale, transfer, or disposition of all or substantially all of the assets of NTP; or (iv) any other transaction or series of related transactions that results in a change of control of NTP, as such term is customarily defined in cooperation agreements of this nature. For the avoidance of doubt, the execution by NTP of a definitive agreement providing for a Change of Control shall, without more, constitute a termination event, regardless of whether such transaction has been consummated.

(c) Director Vacancy. Ms. Sinclair-Moreau ceases to serve as a director on the NTP Board of Directors for any reason other than her voluntary resignation (including, without limitation, her removal by the stockholders, her failure to be renominated for election, her death, or her disability), and NTP fails to appoint a replacement director mutually agreed upon by NTP and Greystone within 30 calendar days following the date on which Ms. Sinclair-Moreau ceases to serve. In the event that Ms. Sinclair-Moreau ceases to serve as a director, Greystone shall have the right to propose a replacement director candidate, and NTP and Greystone shall negotiate in good faith to identify a mutually acceptable replacement. If the parties are unable to agree upon a replacement within the 30-day period, either party shall have the right to terminate the Standstill Period by delivering written notice to the other party.

12.3 Effects of Termination

Upon the termination or expiration of the Cooperation Agreement (whether pursuant to Section 12.1 or Section 12.2), the parties shall be released from their respective obligations under the Cooperation Agreement, except that the following provisions shall survive such termination or expiration:

(i) the mutual non-disparagement provisions set forth in Section 9, which shall survive for a period of 12 months following the expiration or termination of the Standstill Period;

(ii) the confidentiality provisions set forth in Section 10, which shall survive for a period of 24 months following the expiration or termination of the Standstill Period;

(iii) any rights or obligations of the parties that have accrued prior to the date of such termination or expiration, including, without limitation, the expense reimbursement obligation set forth in Section 7 (to the extent that the definitive Cooperation Agreement has been executed and Greystone has submitted compliant documentation prior to termination); and

(iv) the governing law and dispute resolution provisions set forth in Section 13, which shall survive indefinitely.

Section 13: Governing Law and Dispute Resolution

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

Each party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware) for the purpose of any suit, action, or other proceeding arising out of or relating to this Term Sheet, the definitive Cooperation Agreement, or the transactions contemplated hereby or thereby, and each party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise, in any such suit, action, or proceeding: (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such court; and (iii) any claim that the suit, action, or proceeding in any such court is brought in an inconvenient forum.

Each party irrevocably consents to personal jurisdiction and service of process in the State of Delaware and agrees that service of process may be made upon it in any manner permitted by the laws of the State of Delaware, including by registered or certified mail, return receipt requested, addressed to such party at the address set forth in Section 2 of this Term Sheet (or such other address as such party may designate in writing from time to time).

Section 14: Definitive Agreement Process

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

• On or about May 3, 2023: Calderwood & Harkness LLP to circulate initial draft of the definitive Cooperation Agreement to Whitaker, Drummond & Chase LLP.

• On or about May 10–12, 2023: Whitaker, Drummond & Chase LLP to provide initial comments on the draft Cooperation Agreement.

• May 15 – June 9, 2023: Continued negotiation and exchange of revised drafts between counsel.

• Target execution date: Prior to June 15, 2023. The parties shall use commercially reasonable efforts to complete negotiation and execute the definitive Cooperation Agreement on or before June 15, 2023, in order to allow sufficient time for the public announcement, SEC filings, and related administrative matters in advance of the 2023 Annual General Meeting scheduled for July 12, 2023.

The definitive Cooperation Agreement shall contain customary representations, warranties, covenants, conditions, and other provisions consistent with this Term Sheet and appropriate for a cooperation agreement of this nature, including, without limitation: (i) representations by Greystone regarding its beneficial ownership of NTP securities and its authority to enter into the Cooperation Agreement; (ii) representations by NTP regarding its corporate authority to enter into the Cooperation Agreement and to take the actions contemplated thereby; (iii) covenants by Greystone regarding the standstill and voting commitments described herein; (iv) covenants by NTP regarding the Board expansion, director appointment, committee assignment, and strategic review described herein; and (v) such other terms and conditions as the parties and their respective counsel may agree are necessary or appropriate.

Section 15: Miscellaneous

15.1 Non-Binding Nature

This Term Sheet is intended solely to summarize certain principal terms and conditions that the parties have discussed and, except as expressly set forth herein, does not constitute a legally binding agreement, obligation, or commitment of any party. The parties acknowledge and agree, however, that the confidentiality provisions set forth in Section 10 of this Term Sheet shall be legally binding upon, and enforceable against, each party from and after the date on which both parties have executed this Term Sheet, and shall remain in effect in accordance with their terms regardless of whether the parties execute a definitive Cooperation Agreement.

15.2 No Third-Party Beneficiaries

This Term Sheet and the contemplated Cooperation Agreement are entered into for the sole and exclusive benefit of the parties hereto and their respective permitted successors and assigns, and nothing herein, express or implied, is intended to, or shall, confer upon any third party (including any stockholder of NTP, other than Greystone to the extent it is a stockholder) any legal or equitable right, benefit, remedy, or claim under or by reason of this Term Sheet or the Cooperation Agreement.

15.3 Entire Understanding

This Term Sheet constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, correspondence, proposals, term sheets, and agreements, whether oral or written, between the parties relating to such subject matter. Each party acknowledges that, in executing this Term Sheet, it does not rely on any representation, warranty, or other statement not expressly set forth herein.

15.4 Counterparts. This Term Sheet may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Term Sheet by electronic mail (including in .pdf format) or by facsimile shall be effective as delivery of a manually executed counterpart of this Term Sheet.

15.5 Amendments. This Term Sheet may be amended, modified, or supplemented only by a written instrument duly executed by authorized representatives of both parties hereto. No waiver of any provision of this Term Sheet shall be effective unless made in writing and signed by the party granting such waiver.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have caused this Non-Binding Term Sheet to be executed as of the date first set forth above, solely for the purpose of memorializing the terms set forth herein and, with respect to Section 10 (Confidentiality), to establish binding obligations of confidentiality.

NORTHGATE TELECOMMUNICATIONS PLC

By: ________

Name: Priya Nandakumar

Title: General Counsel & Corporate Secretary

Date: April 28, 2023

GREYSTONE CAPITAL PARTNERS LP

By: Greystone Capital Management LLC,

its general partner

By: ________

Name: Dominic Ferraro

Title: Managing Partner

Date: April 28, 2023

ACKNOWLEDGED AND AGREED AS TO THE CONFIDENTIALITY PROVISIONS SET FORTH IN SECTION 10 ONLY:

The undersigned hereby acknowledge and agree that the confidentiality provisions set forth in Section 10 of this Term Sheet shall be legally binding upon, and enforceable against, each of the undersigned parties from and after the date hereof, and shall remain in effect in accordance with their terms regardless of whether the parties execute a definitive Cooperation Agreement.

NORTHGATE TELECOMMUNICATIONS PLC

By: ________

Name: Priya Nandakumar

Title: General Counsel & Corporate Secretary

Date: April 28, 2023

GREYSTONE CAPITAL PARTNERS LP

By: Greystone Capital Management LLC,

its general partner

By: ________

Name: Dominic Ferraro

Title: Managing Partner

Date: April 28, 2023

Prepared by Calderwood & Harkness LLP — Matter No. 1022-00003 450 Lexington Avenue, New York, NY 10017

PRIVILEGED AND CONFIDENTIAL — FOR SETTLEMENT DISCUSSION PURPOSES ONLY
NON-BINDING TERM SHEET — PROPOSED SETTLEMENT TERMS
Between Northgate Telecommunications PLC and Greystone Capital Partners LP
April 28, 2023
Prepared by: Calderwood & Harkness LLP 450 Lexington Avenue New York, NY 10017 Matter No.: 1022-00003
Negotiated with: Whitaker, Drummond & Chase LLP 787 Seventh Avenue New York, NY 10019 (Counsel to Greystone Capital Partners LP)
Section 1: Preliminary Statement and Nature of Document
This Non-Binding Term Sheet (this "Term Sheet") sets forth the principal terms of a proposed cooperation agreement (the "Cooperation Agreement") between Northgate Telecommunications PLC, a Delaware corporation ("Northgate" or "NTP"), on the one hand, and Greystone Capital Partners LP, a Delaware limited partnership ("Greystone" or "GCP"), together with its general partner Greystone Capital Management LLC, a Delaware limited liability company ("GCM"), on the other hand. This Term Sheet has been prepared by Calderwood & Harkness LLP, counsel to NTP, in connection with ongoing settlement negotiations between the parties, and reflects the terms upon which the parties have agreed in principle to resolve certain matters, as more fully described herein.
This Term Sheet is non-binding in nature and is subject in all respects to the negotiation, execution, and delivery of a definitive Cooperation Agreement containing the terms set forth herein, together with such additional terms, conditions, representations, warranties, and covenants as are customary in transactions of this nature and as may be mutually agreed upon by the parties and their respective counsel. No party shall have any legal obligation with respect to the transactions, arrangements, or undertakings described herein unless and until a definitive Cooperation Agreement has been duly executed and delivered by both parties. Until such time, either party may, in its sole discretion, withdraw from negotiations or decline to proceed with the transactions contemplated hereby, without liability to the other party, except as expressly provided in Section 10 (Confidentiality) and Section 15.1 (Non-Binding Nature) of this Term Sheet.
Notwithstanding the non-binding nature of this Term Sheet, the parties intend to negotiate in good faith toward a definitive Cooperation Agreement reflecting the terms set forth herein, with the target of executing such definitive agreement prior to the 2023 Annual General Meeting of NTP, which is currently scheduled for July 12, 2023. The parties acknowledge that time is of the essence with respect to such negotiations, given the approaching Annual General Meeting and the desirability of resolving the matters described herein in advance thereof, in the mutual interest of both parties and the stockholders of NTP.
This Term Sheet supersedes all prior oral and written discussions, correspondence, and negotiations between the parties regarding the subject matter hereof, including all informal discussions between principals, advisors, and counsel prior to the date hereof. The terms set forth herein represent the current state of the parties' negotiations and are subject to further refinement and elaboration in the definitive Cooperation Agreement.
Section 2: Parties
2.1 The Company
Full Legal Name: Northgate Telecommunications PLC
Jurisdiction of Incorporation: State of Delaware
Principal Executive Offices: 45 Broadwick Street, London W1F 0DB, United Kingdom
Registered Agent: Meridian Registered Agents, Inc., 1209 Orange Street, Wilmington, Delaware 19801
NYSE Ticker Symbol: NTP
Shares of Common Stock Outstanding: 412,000,000 shares of common stock, par value $0.01 per share, as of the date hereof
Contact for Purposes of This Term Sheet: Priya Nandakumar, General Counsel & Corporate Secretary, Northgate Telecommunications PLC, 45 Broadwick Street, London W1F 0DB, United Kingdom; telephone: +44 (0)20 7946 0958; email: p.nandakumar@northgatetelecom.com
Outside Counsel: Calderwood & Harkness LLP, 450 Lexington Avenue, New York, NY 10017; Angela Fontaine, Responsible Partner; telephone: (212) 558-4000; email: a.fontaine@calderwoodharkness.com
2.2 The Investor
Full Legal Name: Greystone Capital Partners LP
General Partner: Greystone Capital Management LLC
Jurisdiction of Formation: State of Delaware (both Greystone Capital Partners LP and Greystone Capital Management LLC)
Principal Place of Business: 590 Madison Avenue, 34th Floor, New York, NY 10022
Beneficial Ownership of NTP Common Stock as of the Date Hereof: 28,016,000 shares of NTP common stock, representing approximately 6.8% of the 412,000,000 shares of NTP common stock outstanding as of the date hereof
Schedule 13D Filing: A Schedule 13D was filed by Greystone with the Securities and Exchange Commission (the "SEC") on February 14, 2023, disclosing the foregoing beneficial ownership position (SEC file number SC 13D/005-91482)
Contact: Dominic Ferraro, Founding Partner and Managing Partner, Greystone Capital Partners LP, 590 Madison Avenue, 34th Floor, New York, NY 10022; telephone: (212) 371-2900; email: d.ferraro@greystonecap.com
Outside Counsel: Whitaker, Drummond & Chase LLP, 787 Seventh Avenue, New York, NY 10019; Jonathan Whitaker, Lead Partner; telephone: (212) 728-8000; email: j.whitaker@wdclaw.com
Section 3: Background and Recitals
The following recitals set forth the factual background giving rise to this Term Sheet and the contemplated Cooperation Agreement. These recitals are intended to provide context for the terms set forth herein and shall be incorporated in substance into the definitive Cooperation Agreement.
A. Between September 2022 and January 2023, Greystone accumulated a significant position in the common stock of NTP through open-market purchases. On January 9, 2023, Greystone crossed the 5% beneficial ownership threshold that triggers reporting obligations under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
B. On February 14, 2023, Greystone filed a Schedule 13D with the SEC disclosing beneficial ownership of 28,016,000 shares of NTP common stock, representing approximately 6.8% of the 412,000,000 shares of NTP common stock then outstanding. The Schedule 13D disclosed an average cost basis of approximately $31.47 per share for the shares acquired.
C. On February 22, 2023, Greystone published an open letter (the "Open Letter") addressed to the Board of Directors of NTP (the "Board"), which was simultaneously filed with the SEC as an exhibit to an amended Schedule 13D. In the Open Letter, Greystone demanded that the Board take the following actions: (i) appoint two Greystone-designated directors to the Board; (ii) form a dedicated operational excellence committee of the Board to oversee margin improvement and operational efficiency initiatives; (iii) initiate a comprehensive strategic review of NTP's Enterprise Software Division ("ESD"), including consideration of a potential sale, spin-off, or other separation of ESD from NTP; and (iv) authorize and commence a $500 million accelerated share repurchase program.
D. On March 8, 2023, Greystone filed an advance notice of intent to nominate two director candidates — Catherine "Kate" Sinclair-Moreau (age 48) and marshall Henning (age 55) — for election to the Board at the 2023 Annual General Meeting of NTP. The advance notice deadline for director nominations at the 2023 Annual General Meeting, as set forth in Section 3.12 of NTP's Amended and Restated Bylaws, was April 12, 2023. Ms. Sinclair-Moreau is the former Chief Operating Officer of Ridgeline Networks Inc. and currently serves as an independent director at Brindoval Data Holdings Corp. and Arden Communications Group Inc. Mr. Henning is the former Chief Financial Officer of Lakeshore Broadband Corp.
E. On March 15, 2023, the parties commenced private negotiations following preliminary engagement between Dominic Ferraro (Managing Partner of Greystone) and Sir Edmund Prumvane (independent non-executive Chairman of the NTP Board), and subsequent engagement between their respective legal counsel and financial advisors.
F. As of the date hereof, NTP's Board of Directors consists of 11 directors, with Sir Edmund Prumvane serving as independent non-executive Chairman. The Board is classified into three classes (Class I, Class II, and Class III), with directors in each class serving staggered three-year terms in accordance with the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws.
G. This Term Sheet reflects the terms upon which the parties have agreed in principle to resolve the matters raised in the Greystone Open Letter, the director nominations, and the related proxy contest threat, all as more fully set forth herein. The parties believe that the resolution contemplated by this Term Sheet and the definitive Cooperation Agreement is in the best interests of NTP, its stockholders, and all other stakeholders, and will allow NTP's Board and management to focus on the continued execution of the Company's business strategy and the creation of long-term stockholder value.
Section 4: Board of Directors
4.1 Board Expansion
Effective as of and contingent upon the execution and delivery of the definitive Cooperation Agreement, the Board of Directors of NTP shall be expanded from 11 directors to 12 directors. The Board shall take all actions necessary and appropriate to effect such expansion, including the adoption of any necessary resolutions amending NTP's Amended and Restated Bylaws to increase the authorized number of directors to 12.
4.2 New Director Appointment
Greystone shall designate one (1) director for appointment to the NTP Board, and the Board shall appoint such designee, effective as of the date of execution and delivery of the definitive Cooperation Agreement. Greystone's designee shall be Catherine "Kate" Sinclair-Moreau (age 48), whose biographical information is as follows:
Ms. Sinclair-Moreau is the former Chief Operating Officer of Ridgeline Networks Inc., a position she held from 2015 to 2021. At Ridgeline Networks, Ms. Sinclair-Moreau was responsible for overseeing the company's global operations, including network infrastructure, product development, and enterprise sales. Ms. Sinclair-Moreau currently serves as an independent, non-executive director on the boards of directors of Brindoval Data Holdings Corp. (NASDAQ: CDHR) and Arden Communications Group Inc. (NYSE: ACGI). Ms. Sinclair-Moreau holds a Bachelor of Science in Electrical Engineering from the University of Michigan and a Master of Business Administration from the Wharton School of the University of Pennsylvania.
Ms. Sinclair-Moreau shall be classified as a Class II director of NTP, with a term expiring at the 2025 Annual General Meeting of NTP. The appointment shall become effective upon execution and delivery of the definitive Cooperation Agreement, and Ms. Sinclair-Moreau shall serve as a director of NTP from such date until the expiration of her term or her earlier resignation, removal, or death. NTP shall include Ms. Sinclair-Moreau on its management slate of director nominees recommended by the Board for reelection by the stockholders at the 2025 Annual General Meeting of NTP, and shall solicit proxies in favor of her reelection in the same manner as it solicits proxies for its other director nominees at such meeting.
4.3 Committee Appointment
Promptly following her appointment to the Board, Ms. Sinclair-Moreau shall be appointed as a member of the Technology & Strategy Committee of the NTP Board of Directors, which is currently chaired by Margaret Liu. Ms. Sinclair-Moreau's appointment to the Technology & Strategy Committee shall be in addition to, and not in lieu of, any other committee assignments that the Board may determine are appropriate based on her qualifications and experience, subject to applicable independence requirements under NYSE listing standards and SEC rules.
4.4 Withdrawal of Additional Nominee
Effective upon execution and delivery of the definitive Cooperation Agreement, Greystone shall withdraw the nomination of marshall Henning (age 55, former Chief Financial Officer of Lakeshore Broadband Corp.) as a director candidate for election at the 2023 Annual General Meeting of NTP. Greystone shall take all actions necessary and appropriate to effect such withdrawal, including the delivery of a written notice of withdrawal to NTP's Corporate Secretary, in such form as is reasonably acceptable to NTP, confirming that Greystone is irrevocably withdrawing Mr. Henning's nomination and that Greystone will not nominate or support any other candidates for election to the Board at the 2023 Annual General Meeting other than the management-recommended slate (which shall include Ms. Sinclair-Moreau).
4.5 Board Size Cap
During the Standstill Period (as defined in Section 5.1 below), NTP shall not increase the size of the Board of Directors beyond 12 directors without the prior written consent of Greystone, which consent shall not be unreasonably withheld, conditioned, or delayed. For the avoidance of doubt, this provision shall not restrict the Board from filling any vacancy on the Board resulting from the death, resignation, or removal of a director, so long as the total number of directors on the Board does not exceed 12 at any time during the Standstill Period without Greystone's prior written consent.
4.6 Director Independence
The parties acknowledge and agree that Ms. Sinclair-Moreau shall qualify, and shall be required to continue to qualify, as an "independent director" under the listing standards of the New York Stock Exchange and applicable rules and regulations of the SEC, including Rule 10A-3 under the Exchange Act. Ms. Sinclair-Moreau shall not be, or be deemed to be, a representative, designee, or agent of Greystone for any purpose, and shall owe fiduciary duties solely to NTP and its stockholders in her capacity as a director of NTP. Greystone acknowledges that Ms. Sinclair-Moreau, upon her appointment to the Board, shall be subject to NTP's corporate governance guidelines, code of business conduct and ethics, director stock ownership guidelines, and all other policies applicable to non-executive directors of NTP.
Section 5: Standstill Provisions
5.1 Standstill Period
The standstill period (the "Standstill Period") shall commence upon the date of execution and delivery of the definitive Cooperation Agreement and shall expire on the date that is 30 calendar days prior to the advance notice deadline for the nomination of directors at the 2025 Annual General Meeting of NTP (as such deadline is determined in accordance with NTP's Amended and Restated Bylaws then in effect). The parties anticipate that the Standstill Period will be approximately 22 to 24 months in duration, depending on the timing of execution of the definitive Cooperation Agreement and the scheduling of the 2025 Annual General Meeting.
5.2 Greystone Standstill Obligations
During the Standstill Period, Greystone (including GCM, and their respective affiliates, associates, managed funds, managed accounts, principals, partners, members, directors, officers, employees, agents, and any other persons acting in concert with or at the direction of any of the foregoing) shall not, directly or indirectly, without the prior written consent of the Board:
(a) Ownership Cap. Acquire, or offer, seek, or agree to acquire, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate, or other group, through the use of a derivative instrument, swap, or other arrangement, or otherwise, beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of shares of NTP common stock (or any securities convertible into or exercisable or exchangeable for NTP common stock) such that Greystone's aggregate beneficial ownership of NTP common stock would exceed 9.9% of the then-outstanding shares of NTP common stock. Based on the 412,000,000 shares of NTP common stock currently outstanding, the 9.9% ownership cap is equivalent to 40,788,000 shares. The ownership cap shall be recalculated based on the number of shares of NTP common stock outstanding as reported from time to time in NTP's periodic filings with the SEC.
(b) No Proxy Solicitations. Solicit proxies or written consents of stockholders of NTP, or conduct, participate in, or encourage any "vote no" or "withhold" campaign with respect to any director nominee recommended by the Board or any other matter submitted to a vote of the stockholders, or become a "participant" in any "solicitation" of proxies (as such terms are defined or used in Regulation 14A under the Exchange Act), in each case, in opposition to any recommendation of the Board of Directors of NTP.
(c) No Consent Solicitations. Seek, alone or in concert with any other person, to call, or to request the calling of, a special meeting of the stockholders of NTP, or to seek to make, or to make, a stockholder proposal at any meeting of stockholders (whether pursuant to Rule 14a-8 under the Exchange Act or otherwise), or to seek to make, or to make, any request for a list of stockholders of NTP or for any books and records of NTP, in each case, for the purpose of taking any action that Greystone is otherwise restricted from taking during the Standstill Period.
(d) No Public Proposals. Make, or cause to be made, any public proposal, public announcement, or public communication (including any filing with the SEC or any communication with the press or media) with respect to any Extraordinary Transaction (as defined in Section 6.2 below), recapitalization, restructuring, liquidation, dissolution, or other material corporate action involving NTP, or make any request or proposal to amend, waive, or terminate any provision of the Cooperation Agreement, in each case, publicly or in a manner that would reasonably be expected to require NTP to make a public announcement regarding such proposal or request.
(e) No Group Formation. Form, join, encourage, influence, advise, or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) with any other person with respect to any securities of NTP, or deposit any shares of NTP common stock in a voting trust or subject any shares of NTP common stock to any voting agreement or arrangement (other than as contemplated by Section 6 of this Term Sheet), for the purpose of acquiring, holding, voting, or disposing of any securities of NTP.
(f) No Disparaging Statements. Make, or cause to be made, any public statement, communication, press release, social media post, or any other public communication that disparages, defames, or casts in a negative light NTP, the Board of Directors of NTP, any member of the Board, NTP's management team, or any officer, director, or employee of NTP or its subsidiaries.
5.3 NTP Standstill Obligations
During the Standstill Period, NTP shall not, directly or indirectly:
(a) Non-Disparagement. Make, or cause to be made, any public statement, communication, press release, or any other public communication that disparages, defames, or casts in a negative light Greystone, GCM, or their respective principals, partners, officers, employees, or advisors, including without limitation Dominic Ferraro and Lena Ostrowski.
(b) Slate Commitment. NTP shall include Ms. Sinclair-Moreau on NTP's management slate of director nominees recommended by the Board for election at the 2025 Annual General Meeting, subject to Ms. Sinclair-Moreau's continued willingness to serve as a director and her continued satisfaction of the independence and qualification requirements set forth in Section 4.6 of this Term Sheet and the definitive Cooperation Agreement.
(c) Board Size Cap. NTP shall not increase the size of the Board of Directors beyond 12 directors without Greystone's prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed.
Section 6: Voting Commitments
6.1 General Voting Commitment
During the Standstill Period, Greystone shall cause all shares of NTP common stock beneficially owned by Greystone and its affiliates, associates, and any person acting in concert with Greystone to be present, in person or by proxy, for quorum purposes at each annual meeting and each special meeting of the stockholders of NTP duly called during the Standstill Period, and to be voted (or, with respect to shares held in "street name," to cause voting instructions to be delivered) as follows:
(a) In favor of all director nominees recommended by the Board of Directors of NTP for election or reelection at such meeting; and
(b) In accordance with the Board's recommendation on all other proposals, resolutions, and matters submitted to a vote of the stockholders of NTP at such meeting, including, without limitation, proposals relating to executive compensation ("say on pay"), ratification of the appointment of NTP's independent auditor, and any other management-sponsored proposals.
6.2 Exception for Extraordinary Transactions
Notwithstanding Section 6.1(b), Greystone shall be entitled to vote all shares of NTP common stock beneficially owned by it and its affiliates in its sole and absolute discretion with respect to any proposal submitted to a vote of NTP's stockholders that relates to an Extraordinary Transaction. For purposes of this Term Sheet and the definitive Cooperation Agreement, the term "Extraordinary Transaction" shall mean any of the following:
any merger, consolidation, acquisition, business combination, tender offer, exchange offer, recapitalization, reorganization, or disposition, sale, or transfer of all or a substantial portion of NTP's assets or businesses, involving aggregate consideration (whether payable in cash, securities, assumption of liabilities, or any combination thereof) in excess of 25% of NTP's market capitalization as of the close of trading on the last trading day immediately prior to the public announcement of such transaction.
For reference purposes, based on NTP's approximate market capitalization of $14.2 billion as of the close of trading on February 13, 2023 (the last trading day prior to the filing of Greystone's Schedule 13D), 25% of such market capitalization is approximately $3.55 billion. The market capitalization threshold shall be recalculated based on the applicable closing price and shares outstanding as of the relevant measurement date.
For the avoidance of doubt, Greystone's discretionary voting right with respect to Extraordinary Transactions shall not relieve Greystone of its obligation to cause its shares to be present for quorum purposes at any meeting at which an Extraordinary Transaction is submitted to a stockholder vote.
Section 7: Expense Reimbursement
NTP shall reimburse Greystone for documented, reasonable out-of-pocket fees and expenses (including fees and expenses of outside legal counsel, financial advisors, proxy solicitors, public relations consultants, and other professional advisors) actually incurred by Greystone in connection with (i) its activism campaign relating to NTP, including the preparation and filing of the Schedule 13D, the preparation and publication of the Open Letter, the nomination of director candidates, and the preparation for a potential proxy contest, and (ii) the negotiation, preparation, and execution of this Term Sheet and the definitive Cooperation Agreement.
The aggregate reimbursement payable by NTP to Greystone pursuant to this Section 7 shall be subject to a cap of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000). The parties acknowledge that the reimbursement cap represents a reasonable and negotiated amount reflecting the approximate scope of expenses expected to have been incurred by Greystone in connection with the foregoing matters.
Greystone shall submit to NTP reasonable supporting documentation for its reimbursement request (including invoices, fee statements, and a summary of expenses by category) within 60 calendar days following the date of execution of the definitive Cooperation Agreement. NTP shall not be required to reimburse any expense that is not supported by reasonable documentation. NTP shall make payment of the approved reimbursement amount within 30 calendar days following NTP's receipt of compliant documentation. Payment shall be made by wire transfer of immediately available funds to an account designated by Greystone.
For the avoidance of doubt, the expense reimbursement obligation set forth in this Section 7 shall survive the termination or expiration of the Cooperation Agreement and shall constitute a binding obligation of NTP upon execution and delivery of the definitive Cooperation Agreement.
Section 8: Strategic Review of the Enterprise Software Division
Concurrent with the public announcement of the Cooperation Agreement and the filing of the Current Report on Form 8-K described in Section 11, the Board of Directors of NTP shall publicly announce the initiation of a comprehensive strategic review of NTP's Enterprise Software Division ("ESD"). The strategic review shall encompass the full range of strategic alternatives for ESD, including, without limitation, the following: (i) continued operation of ESD as a division of NTP; (ii) a spin-off or split-off of ESD to NTP's stockholders; (iii) a sale of ESD to a third party (whether by asset sale, stock sale, merger, or other transaction structure); (iv) a joint venture or strategic partnership with respect to ESD; and (v) any other disposition, reorganization, or structural alternative that the Board, in its business judgment, deems appropriate to evaluate.
The parties acknowledge that ESD is a significant business unit of NTP, having contributed approximately $1.82 billion in revenue for the fiscal year ended December 31, 2022, representing approximately 28.5% of NTP's total consolidated revenue of $6.38 billion for such fiscal year. The parties further acknowledge that the strategic review is being initiated in response to Greystone's request and in recognition of the Board's fiduciary obligation to evaluate opportunities to enhance stockholder value.
The strategic review shall be conducted with the assistance of Esterline Partners LLC, NTP's financial advisor, under the direction of Victoria Chen-Halsted, Managing Director. Esterline Partners LLC shall report to the Technology & Strategy Committee of the Board (on which Ms. Sinclair-Moreau shall serve), and the Technology & Strategy Committee shall report to the full Board regarding the progress and findings of the strategic review.
The strategic review shall be completed no later than December 31, 2023. The Board shall consider the results, analysis, and recommendations arising from the strategic review and shall take such action as the Board, in the exercise of its fiduciary duties and business judgment, determines to be in the best interests of NTP and its stockholders. For the avoidance of doubt, nothing in this Term Sheet or the definitive Cooperation Agreement shall require the Board to pursue any particular strategic alternative with respect to ESD, and the Board shall retain full discretion with respect to the outcome of the strategic review.
Section 9: Mutual Non-Disparagement
Each of NTP (including its Board of Directors, officers, and employees acting on behalf of NTP) and Greystone (including GCM, their respective principals, partners, officers, and employees acting on behalf of Greystone) shall refrain from making, or causing to be made, any public statement, public communication, press release, social media post, interview, or other public communication, whether oral or written, that directly or indirectly disparages, defames, impugns, or otherwise casts in a negative light the other party, its respective affiliates, directors, officers, partners, principals, employees, agents, or representatives.
The mutual non-disparagement obligation set forth in this Section 9 shall apply during the Standstill Period and shall survive for a period of 12 months following the expiration or earlier termination of the Standstill Period. For the avoidance of doubt, the non-disparagement obligation shall apply regardless of the reason for the expiration or termination of the Standstill Period, including termination resulting from a material breach by either party.
Notwithstanding the foregoing, nothing in this Section 9 shall prevent or restrict either party from:
(i) making truthful statements of fact as required by applicable law, regulation, judicial or administrative order, subpoena, or other legal process, including in response to a request, directive, or inquiry by a governmental authority or regulatory body;
(ii) responding to factually incorrect public statements made by or on behalf of the other party, provided that any such response is limited to correcting the factual inaccuracy and does not include gratuitous disparaging commentary; or
(iii) communicating privately and confidentially with the other party's representatives, directors, officers, counsel, or advisors regarding matters arising under the Cooperation Agreement or the parties' respective rights and obligations thereunder.
Section 10: Confidentiality
Each party shall maintain in strict confidence and shall not disclose to any third party (other than such party's respective directors, officers, employees, partners, advisors, counsel, and accountants, in each case on a need-to-know basis and subject to obligations of confidentiality no less restrictive than those set forth herein) any and all non-public information exchanged between the parties, or otherwise obtained by either party, during the negotiation of this Term Sheet and the definitive Cooperation Agreement, including the terms and substance of the negotiation process, the identities of the individuals involved in the negotiations, the positions taken by either party during such negotiations, and all draft term sheets, proposals, and other documents exchanged between the parties and their respective counsel and advisors.
The confidentiality obligations set forth in this Section 10 shall survive for a period of 24 months following the expiration or earlier termination of the Standstill Period. The parties acknowledge that the confidentiality obligations set forth in this Section 10 shall be binding upon execution of this Term Sheet, as provided in Section 15.1 below.
The confidentiality obligations set forth in this Section 10 shall not apply to:
(i) information that is or becomes publicly available or part of the public domain other than as a result of a disclosure by the receiving party or its representatives in breach of this Section 10;
(ii) information that is independently developed or obtained by the receiving party without reference to, reliance upon, or use of any confidential information received from the disclosing party; or
(iii) disclosures that are required by applicable law, regulation, stock exchange rule, or legal process (including any subpoena, civil investigative demand, or similar process), provided that the receiving party shall, to the extent legally permissible and reasonably practicable, provide reasonable prior written notice to the disclosing party of such required disclosure, so as to afford the disclosing party an opportunity to seek a protective order or other appropriate remedy to limit the scope of the required disclosure.
Notwithstanding the foregoing, nothing in this Section 10 shall restrict or prohibit (i) the filing of the definitive Cooperation Agreement (or a summary thereof) as an exhibit to a Current Report on Form 8-K, Schedule 13D/A, or other filing with the SEC as required by applicable securities laws and regulations, (ii) the disclosure of the material terms of the Cooperation Agreement in an 8-K filing, press release, or 13D/A amendment, in each case as required by applicable securities laws and regulations, or (iii) the issuance of the joint press release contemplated by Section 11 of this Term Sheet.
Section 11: Public Announcement
Upon execution and delivery of the definitive Cooperation Agreement, NTP and Greystone shall issue a mutually agreed joint press release announcing the execution of the Cooperation Agreement and the principal terms thereof (the "Joint Press Release"). The form and substance of the Joint Press Release shall be agreed upon by the parties and their respective counsel in advance of the execution of the definitive Cooperation Agreement. The Joint Press Release shall be issued concurrently with the filing by NTP of a Current Report on Form 8-K with the SEC, which shall report the execution of the Cooperation Agreement under:
(a) Item 1.01 (Entry into a Material Definitive Agreement); and
(b) Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers), reflecting the appointment of Ms. Sinclair-Moreau to the Board.
Neither NTP nor Greystone (nor their respective affiliates, directors, officers, partners, employees, counsel, or advisors) shall issue any press release, public statement, or other public communication regarding the Cooperation Agreement, the terms thereof, the negotiations leading thereto, or the subject matter of this Term Sheet without the prior written consent of the other party, except as may be required by applicable law, regulation, or stock exchange rules, in which case the party required to make such disclosure shall, to the extent reasonably practicable, provide the other party with reasonable advance notice of, and an opportunity to review and comment upon, such disclosure prior to its issuance.
Promptly following execution and delivery of the definitive Cooperation Agreement, and in any event no later than the second business day thereafter, Greystone shall file an amendment to its Schedule 13D (a "13D/A") with the SEC, reflecting the settlement terms contained in the Cooperation Agreement and amending Item 4 (Purpose of Transaction) of the Schedule 13D to reflect the execution of the Cooperation Agreement, the withdrawal of the nomination of marshall Henning, the appointment of Ms. Sinclair-Moreau to the Board, and the other material terms of the Cooperation Agreement. NTP shall have a reasonable opportunity to review and comment on the 13D/A prior to its filing.
Section 12: Termination
12.1 Expiration.  The Cooperation Agreement (other than those provisions that expressly survive the expiration or termination thereof) shall terminate automatically upon the expiration of the Standstill Period, without any further action or notice by either party. Upon such expiration, the parties shall be released from their respective obligations under the Cooperation Agreement, subject to the survival provisions set forth in Section 12.3 below.
12.2 Early Termination Events
The Standstill Period (and the corresponding obligations of the parties thereunder) may be terminated early by either party, upon written notice to the other party, upon the occurrence of any of the following events:
(a) Material Breach. A material breach by the other party of any representation, warranty, covenant, or other provision of the Cooperation Agreement that remains uncured for a period of 15 business days following the delivery of written notice thereof by the non-breaching party to the breaching party, which written notice shall specify the nature of the breach in reasonable detail and the actions required to cure such breach. The termination right under this Section 12.2(a) shall be available only to the non-breaching party and only if such party is not itself in material breach of any provision of the Cooperation Agreement at the time of such termination.
(b) Change of Control. NTP enters into a definitive agreement providing for a Change of Control transaction. For purposes of this Term Sheet and the definitive Cooperation Agreement, the term "Change of Control" shall be defined to include: (i) any merger, consolidation, or other business combination transaction in which the stockholders of NTP immediately prior to such transaction hold, directly or indirectly, less than 50% of the voting power of the surviving or resulting entity immediately following such transaction; (ii) any tender offer or exchange offer by a third party that, if consummated, would result in such third party beneficially owning more than 50% of the outstanding voting securities of NTP; (iii) any sale, transfer, or disposition of all or substantially all of the assets of NTP; or (iv) any other transaction or series of related transactions that results in a change of control of NTP, as such term is customarily defined in cooperation agreements of this nature. For the avoidance of doubt, the execution by NTP of a definitive agreement providing for a Change of Control shall, without more, constitute a termination event, regardless of whether such transaction has been consummated.
(c) Director Vacancy. Ms. Sinclair-Moreau ceases to serve as a director on the NTP Board of Directors for any reason other than her voluntary resignation (including, without limitation, her removal by the stockholders, her failure to be renominated for election, her death, or her disability), and NTP fails to appoint a replacement director mutually agreed upon by NTP and Greystone within 30 calendar days following the date on which Ms. Sinclair-Moreau ceases to serve. In the event that Ms. Sinclair-Moreau ceases to serve as a director, Greystone shall have the right to propose a replacement director candidate, and NTP and Greystone shall negotiate in good faith to identify a mutually acceptable replacement. If the parties are unable to agree upon a replacement within the 30-day period, either party shall have the right to terminate the Standstill Period by delivering written notice to the other party.
12.3 Effects of Termination
Upon the termination or expiration of the Cooperation Agreement (whether pursuant to Section 12.1 or Section 12.2), the parties shall be released from their respective obligations under the Cooperation Agreement, except that the following provisions shall survive such termination or expiration:
(i) the mutual non-disparagement provisions set forth in Section 9, which shall survive for a period of 12 months following the expiration or termination of the Standstill Period;
(ii) the confidentiality provisions set forth in Section 10, which shall survive for a period of 24 months following the expiration or termination of the Standstill Period;
(iii) any rights or obligations of the parties that have accrued prior to the date of such termination or expiration, including, without limitation, the expense reimbursement obligation set forth in Section 7 (to the extent that the definitive Cooperation Agreement has been executed and Greystone has submitted compliant documentation prior to termination); and
(iv) the governing law and dispute resolution provisions set forth in Section 13, which shall survive indefinitely.
Section 13: Governing Law and Dispute Resolution
The definitive Cooperation Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Each party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware) for the purpose of any suit, action, or other proceeding arising out of or relating to this Term Sheet, the definitive Cooperation Agreement, or the transactions contemplated hereby or thereby, and each party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise, in any such suit, action, or proceeding: (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason; (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such court; and (iii) any claim that the suit, action, or proceeding in any such court is brought in an inconvenient forum.
Each party irrevocably consents to personal jurisdiction and service of process in the State of Delaware and agrees that service of process may be made upon it in any manner permitted by the laws of the State of Delaware, including by registered or certified mail, return receipt requested, addressed to such party at the address set forth in Section 2 of this Term Sheet (or such other address as such party may designate in writing from time to time).
Section 14: Definitive Agreement Process
The parties shall negotiate in good faith toward a definitive Cooperation Agreement reflecting the terms set forth in this Term Sheet. Calderwood & Harkness LLP, as counsel to NTP, shall prepare the initial draft of the definitive Cooperation Agreement and shall circulate such draft to Whitaker, Drummond & Chase LLP, as counsel to Greystone, for review and comment. The parties have agreed to the following target timeline for the negotiation and execution of the definitive Cooperation Agreement:
•  On or about May 3, 2023: Calderwood & Harkness LLP to circulate initial draft of the definitive Cooperation Agreement to Whitaker, Drummond & Chase LLP.
•  On or about May 10–12, 2023: Whitaker, Drummond & Chase LLP to provide initial comments on the draft Cooperation Agreement.
•  May 15 – June 9, 2023: Continued negotiation and exchange of revised drafts between counsel.
•  Target execution date: Prior to June 15, 2023. The parties shall use commercially reasonable efforts to complete negotiation and execute the definitive Cooperation Agreement on or before June 15, 2023, in order to allow sufficient time for the public announcement, SEC filings, and related administrative matters in advance of the 2023 Annual General Meeting scheduled for July 12, 2023.
The definitive Cooperation Agreement shall contain customary representations, warranties, covenants, conditions, and other provisions consistent with this Term Sheet and appropriate for a cooperation agreement of this nature, including, without limitation: (i) representations by Greystone regarding its beneficial ownership of NTP securities and its authority to enter into the Cooperation Agreement; (ii) representations by NTP regarding its corporate authority to enter into the Cooperation Agreement and to take the actions contemplated thereby; (iii) covenants by Greystone regarding the standstill and voting commitments described herein; (iv) covenants by NTP regarding the Board expansion, director appointment, committee assignment, and strategic review described herein; and (v) such other terms and conditions as the parties and their respective counsel may agree are necessary or appropriate.
Section 15: Miscellaneous
15.1 Non-Binding Nature
This Term Sheet is intended solely to summarize certain principal terms and conditions that the parties have discussed and, except as expressly set forth herein, does not constitute a legally binding agreement, obligation, or commitment of any party. The parties acknowledge and agree, however, that the confidentiality provisions set forth in Section 10 of this Term Sheet shall be legally binding upon, and enforceable against, each party from and after the date on which both parties have executed this Term Sheet, and shall remain in effect in accordance with their terms regardless of whether the parties execute a definitive Cooperation Agreement.
15.2 No Third-Party Beneficiaries
This Term Sheet and the contemplated Cooperation Agreement are entered into for the sole and exclusive benefit of the parties hereto and their respective permitted successors and assigns, and nothing herein, express or implied, is intended to, or shall, confer upon any third party (including any stockholder of NTP, other than Greystone to the extent it is a stockholder) any legal or equitable right, benefit, remedy, or claim under or by reason of this Term Sheet or the Cooperation Agreement.
15.3 Entire Understanding
This Term Sheet constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, correspondence, proposals, term sheets, and agreements, whether oral or written, between the parties relating to such subject matter. Each party acknowledges that, in executing this Term Sheet, it does not rely on any representation, warranty, or other statement not expressly set forth herein.
15.4 Counterparts.  This Term Sheet may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Term Sheet by electronic mail (including in .pdf format) or by facsimile shall be effective as delivery of a manually executed counterpart of this Term Sheet.
15.5 Amendments.  This Term Sheet may be amended, modified, or supplemented only by a written instrument duly executed by authorized representatives of both parties hereto. No waiver of any provision of this Term Sheet shall be effective unless made in writing and signed by the party granting such waiver.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have caused this Non-Binding Term Sheet to be executed as of the date first set forth above, solely for the purpose of memorializing the terms set forth herein and, with respect to Section 10 (Confidentiality), to establish binding obligations of confidentiality.
NORTHGATE TELECOMMUNICATIONS PLC
By: ________
Name: Priya Nandakumar
Title: General Counsel & Corporate Secretary
Date: April 28, 2023
GREYSTONE CAPITAL PARTNERS LP
By: Greystone Capital Management LLC,
its general partner
By: ________
Name: Dominic Ferraro
Title: Managing Partner
Date: April 28, 2023
ACKNOWLEDGED AND AGREED AS TO THE CONFIDENTIALITY PROVISIONS SET FORTH IN SECTION 10 ONLY:
The undersigned hereby acknowledge and agree that the confidentiality provisions set forth in Section 10 of this Term Sheet shall be legally binding upon, and enforceable against, each of the undersigned parties from and after the date hereof, and shall remain in effect in accordance with their terms regardless of whether the parties execute a definitive Cooperation Agreement.
NORTHGATE TELECOMMUNICATIONS PLC
By: ________
Name: Priya Nandakumar
Title: General Counsel & Corporate Secretary
Date: April 28, 2023
GREYSTONE CAPITAL PARTNERS LP
By: Greystone Capital Management LLC,
its general partner
By: ________
Name: Dominic Ferraro
Title: Managing Partner
Date: April 28, 2023
Prepared by Calderwood & Harkness LLP — Matter No. 1022-00003 450 Lexington Avenue, New York, NY 10017 | 7 Finsbury Square, London EC2A 1AF | 1201 North Market Street, Suite 1400, Wilmington, DE 19801

PRIVILEGED AND CONFIDENTIAL — FOR SETTLEMENT DISCUSSION PURPOSES ONLY

NORTHGATE TELECOMMUNICATIONS PLC

GREYSTONE CAPITAL PARTNERS LP

NORTHGATE TELECOMMUNICATIONS PLC

GREYSTONE CAPITAL PARTNERS LP

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