Deed, dated as of February 21, 2019, between Casa Systems, Inc. and NetComm Wireless Limited

Execution version

Lawyers

Collins Square, Tower Two

Level 25, 727 Collins Street

Melbourne VIC 3008

Australia

Telephone 61 3 9258 3555

Facsimile 61 3 9258 3666

***@***

www.maddocks.com.au

DX 259 Melbourne

Interstate offices

Canberra Sydney

Affiliated offices around the world through the Advoc network - www.advoc.com

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Schedule 1

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Schedule 2

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Attachment 1

Attachment 2

Attachment 3

Attachment 4

Attachment 5

Casa proposes to acquire all of the Scheme Shares pursuant to the Scheme.

NetComm has agreed to propose the Scheme to Shareholders and to issue the Scheme Booklet to Shareholders, and Casa and NetComm have agreed to implement the Scheme, upon and subject to the terms and conditions of this Deed.

Definitions

a director, officer, partner, member or employee of the person;

an Adviser of the person; and

a director, officer or employee of an Adviser of the person.

government, government department, government agency or government authority;

governmental, semi-governmental, municipal, judicial, quasi-judicial, administrative or fiscal entity or person carrying out any statutory authority or function; or

other entity or person (whether autonomous or not) having powers or jurisdiction under:

any statute, regulation, ordinance, by-law, order or proclamation, or the common law; or

the rules of any recognised stock or securities exchange.

directly or indirectly acquiring an interest in, a Relevant Interest in or becoming the holder of, 19.9% or more of the shares in any NetComm Group Member;

acquiring Control of NetComm;

directly or indirectly acquiring or having a right to acquire, or obtaining an economic interest in, all or a substantial part of the business, assets or undertakings of the NetComm Group; or

otherwise directly or indirectly acquiring, or merging with, NetComm,

all information relating to the operations or affairs of a party including all financial and accounting information, all research and development activities and results, supplier names and lists, terms and conditions of supply, research and reports and all trade secrets, know how, operating procedures and technical information; and

all other information treated by the party as confidential or capable of being protected at law or equity as confidential information or the disclosure of which might cause loss or damage to or otherwise adversely affect the party,

all documents and written information disclosed by, or on behalf of, NetComm and its Subsidiaries (including management presentations and all written responses provided in response to written questions or requests for information) to Casa or any of its respective Authorised Persons prior to the date of this Deed for the purposes of the Transaction; and

all documents and information disclosed by, or on behalf of, any NetComm Group Member (including management presentations and all written responses provided in response to written questions or requests for information) contained in the Project Orion online data room maintained by Intralinks, the index for which materials have been initialled for identification by NetComm’s solicitors on behalf of NetComm and by Casa’s solicitors on behalf of Casa on or prior to the date of this Deed.

30 September 2019; or

such later date as Casa and NetComm may agree in writing, each acting reasonably.

the date of termination of this Deed;

the End Date; and

the Effective Date.

a Monday;

a day that is a public holiday in the United States of America and on which commercial banks are closed in the United States of America (such day, a ‘U.S. Holiday’); or

the day after a U.S. Holiday,

the person resolves that it be wound up or the making of an application or order for the winding up or dissolution of the person, other than where the application or order (as the case may be) is set aside within 14 days;

the person ceases to be able to pay its debts as and when they fall due;

the person enters into an arrangement, compromise or composition with, or assignment for the benefit of, its creditors or a class of them;

a receiver, receiver and manager, administrator, controller, provisional liquidator or liquidator is appointed to the person or the person enters into a scheme of arrangement with its creditors or is wound up;

court making an order for the winding up of the person;

the person ceases, or threatens to cease, to carry on a substantial part of the business which is material to it as at the date of this Deed;

the person executes a deed of company arrangement;

the holder of a Security Interest takes any step towards taking possession of or takes possession of any assets of the person or exercises any power of sale; or

any event that is analogous or has a substantially similar effect to any of the events specified in this definition in any jurisdiction.

the consolidated net assets of the NetComm Group by at least 10% as compared to the consolidated net assets of the NetComm Group as at 31 December 2018; or

the NetComm Group’s projected consolidated revenue for the financial year ended 30 June 2019 (agreed between Casa and NetComm prior to the date of this Deed) by at least 15%,

to the extent that it was Fairly Disclosed in:

the Due Diligence Material; or

any announcement to the ASX made by NetComm prior to the date of this Deed;

expressly required or permitted to be undertaken or procured by the NetComm Group pursuant to the Transaction Documents;

within the actual knowledge, as at the date of this Deed, of any director, secretary or senior officer of Casa or a member of the Casa Group who has been involved in the assessment and/or negotiation of the Transaction before the date of this Deed (which does not include knowledge of the risk of an event, occurrence or matter happening);

relating to the costs and expenses incurred by the NetComm Group associated with the Scheme including all fees payable to external advisers of NetComm and the funding of the same, to the extent such amounts are Fairly Disclosed in the Due Diligence Material;

comprising or resulting from any change or disruption to, or fluctuation in, general economic, business or political conditions, including any change in foreign exchange rates, interest rates or commodities prices, any change or disruption to, or fluctuation in, existing financial markets, or any act of terrorism, war or natural disaster or the like, in Australia or elsewhere, but in each case excluding any such change, disruption or fluctuation having an adverse effect on the NetComm Group, taken as a whole, that is materially disproportionate as compared to the adverse effect of the relevant change, disruption or fluctuation on other participants in the industries in which the NetComm Group operates; or

acknowledged or consented to in writing by Casa, including any consequences of such event, occurrence, change, matter, thing or condition.

NetComm converts all or any of its securities into a larger or smaller number of securities;

NetComm or another NetComm Group Member (other than a wholly-owned Subsidiary of NetComm) resolves to reduce its share capital in any way or resolves to re-classify, combine, split, redeem or re-purchase directly or indirectly any of its shares;

NetComm or another NetComm Group Member (other than a wholly-owned Subsidiary of NetComm):

enters into a buy-back agreement; or

resolves to approve the terms of a buy-back agreement under the Corporations Act;

any NetComm Group Member issues securities, or grants an option or a performance right over its shares or agrees to make such an issue or grant such an option or a performance right (other than from any NetComm Group Member to any other NetComm Group Member);

any NetComm Group Member issues, or agrees to issue, convertible notes or any other security convertible into shares or debt securities other than from any NetComm Group Member to any other NetComm Group Member;

any NetComm Group Member Disposes of the whole, or a substantial part, of its business and property;

any NetComm Group Member creates, or agrees to create, any Security Interest over, or declares itself the trustee of, the whole or any substantial part of its business or property securing an indebtedness or performance of an obligation;

an Insolvency Event occurs in relation to any NetComm Group Member;

NetComm or any of its Subsidiaries adopts a new constitution or modifies or repeals its constitution or a provision of it;

any NetComm Group Member:

increases the remuneration of, or pays any bonus or issues any securities to, or otherwise varies the employment arrangements with, any of its directors or executives;

accelerates the rights of any of its directors or executives to benefits of any kind (including any SARs); or

pays or gives, or agrees to pay or give, a director or executive a termination payment or benefit (including a ‘golden parachute’) or a payment or benefit upon, or in connection with, a change of control, or any other kind of bonus, compensation or benefit,

increase of base salary in the ordinary course as part of annual remuneration reviews consistent with past practices;

as provided for in NetComm’s redundancy policy or an existing employment or services agreement;

any issue or vesting of SARs except as permitted by this Deed;

the payment of cash incentives or bonuses to existing executives of the NetComm Group in accordance with the terms of the incentive arrangements as at the date of this Deed or as permitted under the terms of this Deed; or

as required by law; or

any NetComm Group Member enters into, or resolves to enter into, a transaction with any related party of NetComm (other than a related party that is a NetComm Group Member), as defined in section 228 of the Corporations Act,

required by law or Authority;

expressly permitted or required to be undertaken or procured by the NetComm Group pursuant to the Transaction Documents;

to which Casa has provided its prior written consent;

Fairly Disclosed in the Due Diligence Material; or

Fairly Disclosed in any announcement to the ASX made by NetComm in the six months prior to the date of this Deed.

a copy of the Scheme;

an explanatory statement complying with the requirements of the Corporations Act, the Corporations Regulations 2001 (Cth) and all Regulatory Guides relevant to the Transaction;

the Independent Expert’s Report;

a copy or summary of this Deed;

a copy of the executed Deed Poll;

a notice of meeting; and

a proxy form.

any mortgage, pledge, lien, charge or other preferential right, trust arrangement, agreement or arrangement of any kind given or created by way of security, including a security interest (as defined in the Personal Property Securities Act 2009);

a ‘security interest’ as defined in section 12 of the Personal Property Securities Act 2009 (Cth); or

any agreement to create or grant any arrangement described in paragraph (a) or (b).

the value and type of the consideration payable to Shareholders under the Competing Proposal and the tax consequences related to payment of that consideration (as compared to the consideration available under the Transaction);

the conditions of the Competing Proposal, the likelihood of those conditions being satisfied and the level of certainty in respect of the funding required for the Competing Proposal; and

the likely timing required to implement or complete the Competing Proposal.

a person other than any NetComm Group Member or Casa Group Member; or

a consortium, partnership, limited partnership, syndicate or other group in which no NetComm Group Member or Casa Group Member has agreed in writing to be a participant.

this Deed;

the Scheme;

the Deed Poll; and

any other document which Casa and NetComm agree is necessary or desirable to be entered into for the purposes of the Scheme.

Agreement to proceed with the Scheme

NetComm to propose the Scheme

Casa to assist

Conditions

Conditions

FIRB: on or before the Delivery Time, either:

the Treasurer (or his delegate) has provided a notice in writing stating or to the effect that, in terms of Australia’s foreign investment policy, the Australian Government does not object to Casa acquiring the Scheme Shares pursuant to the Scheme either unconditionally or on terms that are acceptable to Casa (acting reasonably); or

by reason of lapse of time, the Treasurer is no longer empowered under the FATA to make an order prohibiting the acquisition of the Scheme Shares by Casa under the Scheme.

Authorisations from ASIC and ASX: on or before the Delivery Time, ASIC and ASX issue or provide all Authorisations and do all such other acts which Casa and NetComm agree are reasonably necessary to implement the Scheme and those Authorisations are not withdrawn, cancelled or revoked.

Independent Expert: the Independent Expert issues an Independent Expert’s Report which concludes that the Scheme is in the best interests of Shareholders before the time when the Scheme Booklet is registered with ASIC.

Court approval: the Court approves the Scheme in accordance with section 411(4)(b) of the Corporations Act.

Shareholder approval: Shareholders approve the Scheme at the Scheme Meeting by the requisite majorities under section 411(4)(a)(ii) of the Corporations Act.

NetComm Warranties: at all times on and before the Delivery Time, the NetComm Warranties are true and correct in all material respects (other than the NetComm Warranties qualified by materiality, which must be true and correct in all respects) as at the time they are given.

Casa Warranties: at all times on and before the Delivery Time, the Casa Warranties are true and correct in all material respects (other than the Casa Warranties qualified by materiality, which must be true and correct in all respects) as at the time they are given.

No NetComm Prescribed Occurrence: no NetComm Prescribed Occurrence has occurred or becomes known to Casa or NetComm between the date of this Deed and the Delivery Time;

No restraints: no judgment, order, decree, statute, law, ordinance, rule or regulation, or other temporary restraining order, preliminary or permanent injunction, restraint or prohibition, entered, enacted, promulgated, enforced or issued by any court, the Takeovers Panel, or other Authority of competent jurisdiction, remains in effect as at the Delivery Time that prohibits, materially restricts, makes illegal or restrains the completion or implementation of any aspect of the Scheme.

No Material Adverse Change: no Material Adverse Change occurs or becomes known to Casa or NetComm between the date of this Deed and the Delivery Time.

Material Contracts: at all times on and before the Delivery Time, each Material Contract not being void or voidable, not having been amended in any material respect without the consent of the Casa; and not having been breached in a material respect, terminated or rescinded and no material obligations of a counterparty to a Material Contract having been waived by NetComm; and no party to a Material Contract having given a notice to, or having indicated its intention to, terminate that Material Contract.

NetComm Closing Certificate: on or before the Delivery Time, NetComm provides Casa with the NetComm Closing Certificate.

Casa Closing Certificate: on or before the Delivery Time, Casa provides NetComm with the Casa Closing Certificate.

Share Appreciation Rights: no Share Appreciation Rights have vested on or prior to the Delivery Time.

Waiver of Conditions

The Conditions in clauses 3.1.1, 3.1.2, 3.1.4, 3.1.5 and 3.1.9 are each for the benefit of each of NetComm and Casa, and cannot be waived, except in the case of the Condition in clause 3.1.9 which may be waived with the written consent of both NetComm and Casa, provided that any imposed restraint of a type described in clause 3.1.9 does not wholly prohibit the Scheme.

The Conditions in clauses 3.1.3, 3.1.7, and 3.1.13 are for the sole benefit of NetComm and any breach or non-fulfilment of any of those Conditions may only be waived in writing by NetComm.

The Conditions in clause, 3.1.6, 3.1.8,3.1.10, 3.1.11, 3.1.12 and 3.1.14 are for the benefit of Casa and any breach or non-fulfilment of any of those Conditions may only be waived in writing by Casa.

A party entitled to waive the breach or non-fulfilment of a Condition pursuant to this clause 3.2 may do so in its absolute discretion. A waiver of a Condition by a party for whose benefit the Condition applies must take place on or prior to the Delivery Time.

If a party waives the breach or non-fulfilment of a Condition, that waiver will not preclude it from suing a party for any breach of this Deed constituted by the same event that gave rise to the breach or non-fulfilment of the Condition.

Waiver of a breach or non-fulfilment in respect of one Condition does not constitute:

a waiver of breach or non-fulfilment of any other Condition resulting from the same events or circumstances; or

a waiver of breach or non-fulfilment of that Condition resulting from any other event or circumstance.

Best endeavours

each of NetComm and Casa must use their respective best endeavours to:

satisfy, or procure the satisfaction of, the Conditions as soon as reasonably practicable after the date of this Deed; and

procure that there is no occurrence that would prevent the Conditions being satisfied except to the extent such action (or inaction) is required by law or the rules of any recognised stock or securities exchange, or permitted or required by the terms of a Transaction Document,

neither NetComm nor Casa will take any action that will or is likely to hinder or prevent the satisfaction of any Condition, except to the extent that such action is required to be done or procured pursuant to, or is otherwise permitted by, the Transaction Documents, or is required by law,

consult and co-operate fully with each other party in relation to the satisfaction of the Conditions, including in relation to obtaining FIRB approval for the Transaction;

seek to satisfy the relevant Condition as soon as practicable after the date of this Deed or seek to ensure the relevant Condition continues to be satisfied at all times until the last time it is to be satisfied (as the case requires) with a view to the Effective Date occurring on or before the End Date provided that the parties are not obliged to waive any Condition;

take all the steps for which it is responsible as part of the satisfaction of a Condition;

in respect of Casa only, promptly apply for FIRB approval of the Transaction and allow NetComm a reasonable opportunity to make comments on such application, and require changes to the application prior to it being lodged;

co-operate with the other party or any Authority or Third Party in good faith with a view to satisfying the Conditions, including providing all information reasonably required by the other party in relation to the Casa Group or the NetComm Group (as applicable) in order to satisfy the Conditions, and providing all information reasonably required by any Authority or other Third Party to such Authority or Third Party as appropriate. For the avoidance of doubt, where Casa or NetComm (as the case may be) proposes to disclose any confidential information to any Authority or Third Party (whether pursuant to a request by any Authority or Third Party or otherwise), Casa or NetComm (as the case may be) must, to the extent permitted by law, seek the other party’s prior written consent to such disclosure, which consent must not be unreasonably withheld or delayed;

in relation to clause 3.3.7, the party applying for the approval may withhold or redact information or documents if and to the extent that they are confidential to a Third Party; and

nothing in this clause 3.3 or any other provision of this Deed requires a party to disclose materially commercially sensitive information to the other party.

Notifications

keep the other promptly and reasonably informed of the steps it has taken and of its progress towards satisfaction of the Conditions either directly or through its Advisers;

promptly notify the other party in writing if it becomes aware that any Condition has been satisfied, in which case the notifying party must also provide reasonable evidence that the Condition has been satisfied; and

promptly notify the other party in writing of a failure to satisfy a Condition or of any fact or circumstance that results in that Condition becoming incapable of being satisfied or that may result in that Condition not being satisfied in accordance with its terms (having regard to the obligations of the parties under clause 3.3), including, in particular and in the case of Casa, any determination by Casa that any conditions imposed by the relevant Authority in relation to the FIRB approval are, or are likely to be, unacceptable to it.

Termination on failure of Conditions

If:

there is an event or circumstance that prevents any of the Conditions being satisfied either at all or by the time and date specified in this Deed for the satisfaction of the relevant Condition; or

the Scheme has not become Effective by the End Date,

the Scheme may proceed by way of alternative means or methods;

in the case of paragraph (a) only, to change the date of the application made to the Court for an order under section 411(4)(b) of the Corporations Act approving the Scheme or adjourning that application (as applicable) to another date agreed by NetComm and Casa (being a date no later than 5 Business Days before the End Date); or

to extend the relevant time or date for satisfaction of the Conditions or the End Date.

If the parties are unable to reach an agreement under clause 3.5.1 within 5 Business Days of becoming aware of the relevant occurrence, then unless, where the occurrence relates to a Condition not being satisfied, that Condition is waived by NetComm or Casa or both (as applicable) in accordance with clause 3.2, either party may terminate this Deed without liability (except under clause 15, if applicable, and clause 18) to the other party because of that termination, unless the relevant occurrence or the failure of the Condition to be satisfied, or of the Scheme to become Effective, arises out of a breach by the terminating party of this Deed.

Subject to any rights or obligations arising under or pursuant to clauses that are expressed to survive termination, on termination of this Deed, no party shall have any rights against or obligations to any other party under this Deed except for those rights and obligations which accrued prior to termination.

If the Condition in clause 3.1.5 is not satisfied only because of a failure to obtain the majority required by section 411(4)(a)(ii)(A) of the Corporations Act, then either party may by written notice within 3 Business Days after the date of the conclusion of the Scheme Meeting require the approval of the Court to be sought, pursuant to

Interpretation

in the case of a Condition relating to the obtaining of FIRB approval – the relevant Authority makes or has made a final determination in writing to the effect that it will not provide FIRB approval or has advised Casa that it will provide FIRB approval but only on conditions which are unacceptable to Casa; and

in all other cases – there is an act, failure to act or occurrence that will prevent the Condition being satisfied by the End Date (and the breach or non-fulfilment that would otherwise have occurred has not already been waived in accordance with this Deed).

Outline of the Scheme

NetComm will propose the Scheme in the form set out in Attachment 4, or in such other form as NetComm and Casa agree in writing (such agreement not to be unreasonably withheld or delayed) pursuant to which all of the Scheme Shares will be transferred to Casa and the Scheme Participants will be entitled to receive the Scheme Consideration subject to and on the terms and conditions set out in the Scheme;

NetComm must not consent to any modification of, or amendment to, or the making or imposition by the Court of any condition in respect of the Scheme without the prior written consent of Casa;

the Scheme, if approved by the Court, will be subject to any alterations or conditions that are made or required by the Court under section 411(6) of the Corporations Act and approved in writing by Casa and NetComm; and

subject to the Scheme becoming Effective, on the Implementation Date the Scheme will be implemented and:

all of the Scheme Shares will be transferred to Casa in accordance with the terms of the Scheme; and

in consideration for the transfer to Casa of all of the Scheme Shares, the Scheme Participants will receive the Scheme Consideration in accordance with clause 6, the other terms of this Deed and the terms of the Scheme.

Timetable

Subject to clause 5.1.2, each party must:

use their best endeavours;

commit reasonably necessary resources; and

procure that its officers, employees and advisers work in good faith and in a timely and cooperative fashion with the other party,

Failure by a party to meet any timeframe or deadline set out in the Timetable will not constitute a breach of clause 5.1.1 to the extent that such failure is due to circumstances and matters outside the party’s control.

Each party must keep the other informed about their progress against the Timetable and notify each other if it believes that any of the dates in the Timetable are not achievable.

To the extent that any of the dates or timeframes set out in the Timetable become not achievable due to matters outside of a party’s control, the parties will consult in good faith to agree any necessary extension to ensure such matters are completed within the shortest possible timeframe.

Provision of Scheme Consideration

Provision of Scheme Consideration

Casa must, by no later than the Business Day before the Implementation Date, deposit, or procure the deposit of, in cleared funds an amount equal to the aggregate amount of the Scheme Consideration payable to all Scheme Participants, in an Australian dollar denominated trust account operated by NetComm as trustee for the Scheme Participants (provided that any interest on the amounts deposited (less bank fees and other charges) will be credited to Casa’s account).

Subject to Casa complying with clause 6.1.1, on the Implementation Date, NetComm must pay or procure the payment from the trust account referred to in clause 6.1.1 to each Scheme Participant based on the number of Scheme Shares held by that Scheme Participant as at the Record Date.

NetComm’s obligation under clause 6.1.2 will be satisfied by NetComm:

where a Scheme Participant has, before the Record Date, made an election in accordance with the requirements of the Share Registry to receive dividend payments from NetComm by electronic funds transfer to a bank account nominated by the Scheme Participant, paying, or procuring the payment of, the relevant amount of Australian currency by electronic means in accordance with that election; or

otherwise, dispatching, or procuring the dispatch of, a cheque in Australian currency to the Scheme Participant by prepaid post to their address shown in the Register as at the Record Date, such cheque being drawn in the name of the Scheme Participant (or in the case of joint holders, in accordance with the procedures set out in clause 6.2), for the relevant amount.

To the extent that, following satisfaction of NetComm’s obligations under clause 6.1.2, there is a surplus in the amount held by NetComm as trustee for the Scheme Participants in the trust account referred to in that clause, that surplus must be paid by NetComm to Casa.

Subject to the Scheme becoming Effective and Casa complying with its obligations under clause 6.1.1, at 10.00am on the Implementation Date, the transactions which form part of the Scheme will be implemented in the following sequence:

each Scheme Participant will receive the Scheme Consideration; and

in exchange, all existing Shares at the Record Date will be transferred to Casa.

Joint holders

Implementation of the Scheme

NetComm’s obligations in respect of the Scheme

(preparation of Scheme Booklet) prepare the Scheme Booklet (excluding the Casa Provided Information and the Independent Expert’s Report) in accordance with clause 7.3 and otherwise in accordance with all applicable laws and in particular the requirements of the Corporations Act, the Listing Rules and the Regulatory Guides relevant to the Transaction;

(due diligence and verification) undertake appropriate due diligence and verification processes in relation to the Scheme Booklet (other than the Casa Provided Information and the Independent Expert’s Report);

(review of Casa Provided Information) as soon as practicable after receiving a draft of the Casa Provided Information, review and provide comments on the form and content of the Casa Provided Information to Casa and liaise with Casa to finalise the Casa Provided Information for inclusion in the Scheme Booklet;

(Independent Expert) promptly appoint the Independent Expert and promptly provide all assistance and information reasonably requested by the Independent Expert in connection with the preparation of the Independent Expert’s Report for inclusion in the Scheme Booklet;

(provide draft Scheme Booklet to Casa) provide drafts of the Scheme Booklet (including, to the extent available, the Independent Expert’s Report) to Casa, consult with Casa in relation to the content of those drafts, take into account any comments from Casa and its Representatives on those drafts and obtain prior written approval from Casa for the form and content in which the Casa Provided Information appears in the Scheme Booklet (accepting that any review of the Independent Expert’s Report by Casa is to be limited to review for factual accuracy of those parts that include information relating to Casa and NetComm makes no representation as to the extent to which the Independent Expert will consider those comments);

(approval of draft Scheme Booklet) procure that a meeting of the NetComm Board is convened to approve the draft Scheme Booklet to be provided to ASIC for its review;

(provision to ASIC) as soon as reasonably practicable after the date of this Deed but no later than 15 days before the First Court Date, provide an advanced draft of the Scheme Booklet to:

ASIC for its review and approval for the purposes of section 411(2) of the Corporations Act; and

Casa,

(section 411(17)(b) statement) apply to ASIC for the production of:

a letter stating that ASIC does not intend to appear before the Court on the First Court Date; and

a statement in accordance with section 411(17)(b) of the Corporations Act,

(Court documents) promptly prepare all documents necessary for the Court proceedings (including any appeals) relating to the Scheme (including originating process, affidavits, submissions and draft minutes of Court orders) in accordance with all applicable laws, and provide Casa with drafts of those documents for review and (acting reasonably and in good faith) consult with and take into account, for the purpose of preparing and amending those drafts, any comments from Casa and its Representatives on those drafts;

(Court applications) NetComm must not make any application to the Court regarding the Transaction other than the applications contemplated by clauses 7.1.11 or 7.1.15, without first obtaining the consent of Casa (such consent not to be unreasonably withheld or delayed);

(first Court hearing) promptly lodge all documents with the Court and take all other reasonable steps to ensure that an application is heard by the Court for orders under section 411(1) of the Corporations Act directing NetComm to convene the Scheme Meeting;

(registration of Scheme Booklet) if the Court directs NetComm to convene the Scheme Meeting, as soon as reasonably practicable after such orders are made, request ASIC to register the explanatory statement included in the Scheme Booklet in relation to the Scheme in accordance with section 412(6) of the Corporations Act;

(Scheme Meeting) promptly take all reasonable steps necessary to comply with the orders of the Court, including, as required, despatching the Scheme Booklet to Shareholders, convening and holding the Scheme Meeting in accordance with the Court orders, and putting the Scheme Resolution to Shareholders at the Scheme Meeting, provided that if this Deed is terminated under clause 16 it will take all steps reasonably required to ensure the Scheme Meeting is not held;

(update Scheme Booklet) if it becomes aware of information after the date of despatch of the Scheme Booklet, that is material for disclosure to Shareholders in deciding whether to approve the Scheme Resolution or that is required to be disclosed to Shareholders under any applicable law, as soon as reasonably practicable:

inform Shareholders of the information in an appropriate and timely manner, and in accordance with applicable law and after consultation with Casa as to the manner of provision of that information to Shareholders; and

to the extent it is reasonably practicable to do so, provide Casa with drafts of any documents that it proposes to issue to Shareholders under this clause 7.1.14 and (acting reasonably and in good faith) take into account, for the purpose of amending those drafts, any comments received in a timely manner from Casa or its Representatives on those drafts;

(Court approval application) if the resolution submitted to the Scheme Meeting is passed by the majorities required under section 411(4)(a)(ii) of the Corporations Act (or where clause 3.5 applies, the majority required under section 411(4)(a)(ii)(B) of the Corporations Act) and subject to all other Conditions (other than the Condition in clause 3.1.4) being satisfied or waived in accordance with this Deed, apply (and, to the extent necessary, re-apply) to the Court for orders approving the Scheme in accordance with sections 411(4)(b) and 411(6) of the Corporations Act;

(representation) engage counsel reasonably experienced in schemes of arrangement to represent NetComm in all Court proceedings related to the Scheme;

(promote Transaction)

participate in efforts reasonably requested by Casa to promote the merits of the Transaction and the Scheme Consideration, including meeting with key Shareholders at the reasonable request of Casa; and

provide all necessary information, and procure that the Share Registry provides all necessary information, in each case in a form reasonably requested by Casa, for the purpose of understanding legal and beneficial ownership of the Shares and proxy appointments and directions received by NetComm prior to the Scheme Meeting;

(certificate) at the hearing on the Second Court Date, provide to the Court a certificate confirming (in respect of matters within its knowledge) whether or not the Conditions (other than the Condition in clause 3.1.4) have been satisfied or waived in accordance with this Deed and confirming that it is not in breach of this Deed and provide a draft of that certificate to Casa by 5.00 pm on the Business Day prior to the Second Court Date;

(ASX listing) not do anything to cause NetComm to cease to be admitted to the ASX, or the Shares to cease continue to be quoted for trading (and not permanently suspended) on ASX, until the close of business on the Business Day after the Implementation Date;

(implementation of the Scheme) if the Court approves the Scheme:

lodge with ASIC an office copy of the orders approving the Scheme in accordance with section 411(10) of the Corporations Act, as soon as reasonably practicable after the Court makes those orders, and in any event by no later than 4:00 pm on the first Business Day after the date on which the Court makes those orders or such other Business Day as NetComm and Casa may agree in writing;

close the Register as at the Record Date to determine the identity of Scheme Participants and to determine their entitlements to the Scheme Consideration in accordance with the Scheme;

apply to ASX to suspend trading in Shares with effect from the close of trading on the Effective Date;

promptly execute proper instruments of transfer of, and register all transfers of, the Scheme Shares to Casa in accordance with the Scheme; and

promptly do all other things contemplated by or necessary to give effect to the Scheme and the orders of the Court approving the Scheme and to effect the transfer of the Scheme Shares to Casa;

(appeal process) if the Court refuses to make any orders directing NetComm to convene the Scheme Meeting or approving the Scheme, NetComm and Casa must consult with each other in good faith as to whether to appeal the Court’s decision, provided that the requirement to consult with one another in good faith pursuant to this clause does not place an obligation on the parties to appeal the Court’s decision;

(compliance with laws) do everything reasonably within its power to ensure that all acts contemplated by this Deed are effected in accordance with all applicable laws and regulations;

(keep Casa informed) from the First Court Date until the Implementation Date, promptly inform Casa if it becomes aware that the Scheme Booklet contains a statement that is or has become misleading or deceptive in a material respect or that contains a material omission;

(NetComm Register information) as soon as reasonably practicable after the Record Date, and in any event at least 3 Business Days before the Implementation Date, give to Casa (or as it directs) details of the names, registered addresses and holdings of Scheme Shares of every Scheme Participant, in such form as Casa may reasonably require;

(all things necessary or desirable) do all other things contemplated by or reasonably necessary or desirable to lawfully give effect to the Scheme and the orders of the Court approving the Scheme; and

(no denigration) from the date of this Deed until the date the Independent Expert’s Report is received, ensure that NetComm and its Representatives do not publicly (or otherwise to third parties) denigrate the Transaction or Casa in any way (whether expressly or implied).

Casa’s obligations in respect of the Scheme

(provide information) provide to NetComm the Casa Provided Information in the manner referred to in clause 7.3.4;

(preparation of Scheme Booklet) provide assistance with the preparation of the Scheme Booklet in accordance with clause 7.3;

(Independent Expert information) provide all assistance and information reasonably requested by the Independent Expert in connection with the preparation of the Independent Expert’s Report;

(liaison with ASIC) provide reasonable assistance to NetComm to assist NetComm to resolve any matter raised by ASIC regarding the Scheme Booklet or the Scheme during its review of the Scheme Booklet;

(keep NetComm informed) from the First Court Date until the Implementation Date, promptly inform NetComm if it becomes aware that the Casa Provided Information contains a statement that, in the form and context in which it appears in the Scheme Booklet, is or has become misleading or deceptive in any material respect or that contains any material omission, and provide such further or new information as is required to ensure that such information is no longer misleading or deceptive in any material respect or does not contain any material omission;

(Court representation) be represented by counsel at the Court hearings convened in connection with the Scheme, at which, through its counsel and if requested by the Court, Casa will undertake to do all such things and take all such steps within its power as may be necessary in order to ensure the fulfilment of its obligations under this Deed and the Scheme;

(Deed Poll) prior to the First Court Date, execute the Deed Poll;

(Scheme Consideration) if the Scheme becomes Effective, provide, or procure the provision of, the Scheme Consideration in accordance with this Deed, the Scheme and the Deed Poll;

(NetComm Provided Information) during the period until the NetComm Provided Information becomes publicly available, only use the NetComm Provided Information with the prior written consent of NetComm (such consent not to be unreasonably withheld or delayed);

(timely review) where drafts of the Scheme Booklet or other documents are provided to Casa for review by NetComm in accordance with NetComm’s obligations under clause 7.1, ensure that Casa and its Advisers undertake such review acting reasonably and in good faith;

(promote Transaction) participate in efforts reasonably requested by NetComm to promote the merits of the Transaction and the Scheme Consideration, including meeting with key Shareholders at the reasonable request of NetComm;

(compliance with laws) do everything reasonably within its power to ensure that all acts contemplated by this Deed are effected in accordance with all applicable laws and regulations;

(all things necessary or desirable) do all other things contemplated by or reasonably necessary or desirable to lawfully give effect to the Scheme and the orders of the Court approving the Scheme; and

(no denigration) ensure that Casa and its Representatives do not publicly (or otherwise to third parties) denigrate the Transaction or NetComm in any way (whether expressly or implied).

Preparation of Scheme Booklet

(NetComm to prepare) NetComm must prepare the Scheme Booklet as soon as is reasonably practicable after the date of this Deed and otherwise substantially in accordance with the Timetable.

(compliance requirements) NetComm must ensure that the Scheme Booklet complies with the requirements of the Corporations Act and all Regulatory Guides applicable to members’ schemes of arrangement under Part 5.1 of the Corporations Act, except that the obligation to do so in respect of the Casa Provided Information is subject to Casa complying with its obligations under clauses 7.3.4.

(content of Scheme Booklet) Without limiting clause 7.3.2, the Scheme Booklet will include or be accompanied by:

the terms of the Scheme;

the Casa Provided Information;

the NetComm Provided Information;

the notice of Scheme Meeting;

a copy of this Deed (without the schedules and attachments) or a summary of it;

a copy of the executed Deed Poll;

the Independent Expert’s Report;

a statement that the NetComm Board unanimously considers the Scheme to be in the best interests of Shareholders and recommends that Shareholders approve the Scheme, in the absence of a Superior Proposal and provided that the Independent Expert’s Report has concluded that the Scheme is in the best interests of Shareholders, unless prior to the issue of the Scheme Booklet the NetComm Board has changed or withdrawn those statements and recommendations in accordance with clause 10.1; and

a statement that each NetComm Director who is able to control voting rights in relation to Shares intends to vote those Shares, or procure that those Shares are voted, in favour of the Scheme, in the absence of a Superior Proposal and provided that the Independent Expert’s Report has concluded that the Scheme is in the best interests of Shareholders, unless prior to the issue of the Scheme Booklet the NetComm Director has changed his or her voting intention in accordance with clause 10.2.

(Casa Provided Information) Casa must provide the Casa Provided Information to NetComm as soon as is reasonably practicable after the date of this Deed, in a form that includes all information regarding the Casa Group that is required by the Corporations Act and all Regulatory Guides applicable to members’ schemes of arrangement under Part 5.1 of the Corporations Act, including all the information that would be required under section 636 of the Corporations Act to be included in a bidder’s statement if Casa was offering the Scheme Consideration as consideration under a takeover bid, and must provide to NetComm such assistance as NetComm may reasonably require in order to adapt such information for inclusion in the Scheme Booklet.

(consent of Casa) NetComm must obtain written consent from Casa in relation to the form and context in which any Casa Provided Information (and any information solely derived from, or prepared solely in reliance on, the Casa Provided Information) is used.

(responsibility statements) the Scheme Booklet will contain a responsibility statement to the effect that:

Casa has prepared, and is responsible for, the Casa Provided Information contained in the Scheme Booklet and that NetComm and its Authorised Persons do not assume responsibility for the accuracy or completeness of the Casa Provided Information and, to the maximum extent permitted by law, NetComm will not be responsible for any Casa Provided Information and will disclaim liability for the Casa Provided Information appearing in the Scheme Booklet;

NetComm has prepared, and is responsible for, the NetComm Provided Information contained in the Scheme Booklet and that Casa and its Authorised Persons do not assume responsibility for the accuracy or completeness of the NetComm Provided Information and, to the maximum extent permitted by law, Casa will not be responsible for any NetComm Provided Information and will disclaim liability for NetComm Provided Information appearing in the Scheme Booklet; and

the Independent Expert has provided and is responsible for the Independent Expert’s Report and, to the maximum extent permitted by law, neither NetComm nor Casa assume any responsibility for the accuracy or completeness of the Independent Expert’s Report.

Removal of NetComm from the official list of ASX

Court representation

Casa is entitled to separate representation at all Court proceedings relating to the Scheme at its own cost provided that in making any application for representation or in appearing before the Court, Casa acts in accordance with the Transaction Documents, except where otherwise agreed in writing between the parties.

NetComm must support (or not oppose) any application by Casa for leave of the Court to be represented, or the separate representation of Casa, at any hearing held by the Court in relation to the Scheme whether following a request by NetComm or otherwise.

Dispute as to Scheme Booklet

if the disagreement relates to the form or content of Casa Provided Information (or any information solely derived from, or prepared solely in reliance on, Casa Provided Information), NetComm will, acting in good faith, make such amendments to that information in the Scheme Booklet as Casa may require (acting reasonably and in good faith); and

if the disagreement relates to the form or content of the NetComm Provided Information (or any information solely derived from, or prepared solely in reliance on, information provided by or on behalf of NetComm, or extracted from announcements made by NetComm to ASX regarding the NetComm Group), NetComm will, acting reasonably and in good faith, decide the final form of that information in the Scheme Booklet.

Reconstitution of NetComm Board

cause the appointment to the NetComm Board, and to the boards of each Subsidiary of NetComm, those persons nominated by Casa in writing to NetComm, and cause the appointment of such persons nominated by Casa in writing to NetComm as secretaries of NetComm and each of its Subsidiaries, in each case subject to those persons being appointed having provided to NetComm duly executed consents to act as directors and/or secretaries (as applicable) of the relevant companies; and

procure that all NetComm Directors and secretaries and the directors and secretaries of each Subsidiary of NetComm (other than, in each case, those appointed pursuant to clause 7.7.1) resign, in each case, in accordance with NetComm’s constitution (or constitution of the relevant Subsidiary of NetComm, as the case may be), the Corporations Act and the Listing Rules.

Conduct of business

Conduct of business

procure that each member of the NetComm Group:

conducts its businesses and operations in the ordinary and usual course and substantially consistent (subject to any applicable laws, regulations and licence conditions) with the manner in which each such business and operation is conducted prior to the date of this Deed including using all reasonable endeavours to preserve its current business organisation, the services of its current officers and employees and its current relationship with third parties (including Authorities, customers, suppliers, licensors, licensees and others having material business dealings with it);

conducts its businesses and operations substantially in accordance with all applicable laws and regulations;

uses reasonable endeavours to ensure that all assets are maintained in the normal course consistent with past practice;

complies in all material respects with all Material Contracts to which any NetComm Group Member is a party and does not waive any material rights under any such Material Contract or terminate or amend in any material respect any such Material Contract (or agree to do any of the foregoing);

notifies Casa of any Claims (including, without limitation, before a court or any Authority) which may be threatened, brought, asserted or commenced against any NetComm Group Member or their directors and officers and consult with Casa in relation to such matter to the extent they reasonably require; and

has in place, and maintains until the Implementation Date, insurance over its assets and business to at least the same extent as that in place at the date of this Deed.

ensure that no member of the NetComm Group:

Disposes of any securities, business, entity or undertaking to any person other than another entity within the NetComm Group, excluding any disposal approved by the NetComm Board prior to the date of this Deed that has been Fairly Disclosed in the Due Diligence Material;

Disposes of any asset (or series of assets) to any person, except where the value of that asset (or series of assets) is less than $100,000 or the asset is inventory sold by NetComm in the ordinary course of business;

acquires any securities, business, interest in a joint venture, entity or undertaking from another person other than another entity within the NetComm Group, excluding any acquisition approved by the NetComm Board that has been Fairly Disclosed in the Due Diligence Material;

acquires any asset from another person where the value of that asset is in excess of $100,000, except for acquisitions otherwise permitted under paragraph (k) below or of inventory items in the ordinary course of business;

except as strictly required by law or as required or contemplated by this Deed, takes any action or agree to do anything that would produce a Material Adverse Change, or that could reasonably be expected to result in a Material Adverse Change;

incurs any indebtedness, or provides any financial accommodation (irrespective of what form that indebtedness or financial accommodation takes) other than, and subject to ensuring the requirements of clause 8.1.6 are met, any short term borrowings under any Existing Credit Facility;

breaches in any material respect any Existing Credit Facility or any Material Contract to which the NetComm Group Member is a party or terminates or amends in any material respect any Existing Credit Facility or any Material Contract, including, in the case of any Existing Credit Facility, by increasing the credit limit or amount of financial accommodation available to the NetComm Group under or pursuant to any of them (or agree to do any of the foregoing);

makes, commences, settles or admits liability in relation to any legal proceedings, claim, investigation, arbitration or other like proceeding where the settlement amount, the amount of the claim or the exposure of the NetComm Group (as applicable) exceeds $100,000;

except as otherwise permitted or required by this clause 8.1 or otherwise in respect of inventory acquired or sold in the ordinary course of business, enters into any agreement, contract, arrangement or understanding with any person which requires the payment by a NetComm Group Member of an amount or amounts in excess of $100,000;

enters into any partnership, joint venture, strategic alliance or other business combination with any person;

incurs, commits to or undertakes any capital expenditure or project expenditure (other than any capital expenditure and project expenditure budgeted for and the amount of which has been Fairly Disclosed in the Due Diligence Material);

employs or engages any individual to act as an officer of the NetComm Group or employs or engages any individual to fulfil a senior management or key management personnel position within the NetComm group;

employs or engages any individual to fulfil a position other than that of an officer or member of senior management of the NetComm Group where such individual will be employed or engaged for a term of 12 months or longer as an officer, employee, contractor or consultant having a total annual employment or engagement cost of more than $100,000;

terminates the employment or engagement of, or amends, in any material respect, the terms of employment or engagement of any individual employed or engaged, for a term of 12 months or longer, as an officer, employee, contractor or consultant having a total annual employment or engagement cost of more than $100,000;

waives or forgives any loans made to any officer or employee of any member of the NetComm Group;

announces, declares, determines to pay or pays any dividend or other distribution, or returns capital to its shareholders;

changes its accounting policies other than as required by applicable accounting standards;

gives or agree to gives a financial benefit to a related party of NetComm;

modify, amend or exercise any discretion under any share-based incentive plan or scheme, including the NetComm LTIP; or

authorises, or commits, resolves or agrees to do, any of the matters set out above; and

ensure that no NetComm Prescribed Occurrence occurs;

ensure that the amount of net cash in the NetComm Group is, at all times during the Relevant Period, consistent, in all material respects, with:

forecasts Fairly Disclosed in the Due Diligence Material prior to the date of this Deed (as those forecasts may be revised in accordance with clause 8.1.5); and

the outcome that net cash in the NetComm Group as at 30 June 2019 is not less than the Agreed Cash Balance;

only revise forecasts from those Disclosed in the Due Diligence Material prior to the date of this Deed if the forecasts as so revised:

use reasonable assumptions and are otherwise based on reasonable grounds and appropriate evidence of expected cash flows;

are prepared on a basis consistent with the basis of preparation of the forecasts Fairly Disclosed in the Due Diligence Material prior to the date of this Deed; and

provide that net cash in the NetComm Group as at 30 June 2019 is not less than the Agreed Cash Balance,

ensure that net cash in the NetComm Group as at 30 June 2019 is not less than the Agreed Cash Balance,

that is expressly required to be done or procured by NetComm or another NetComm Group Member pursuant to, or which is otherwise expressly permitted by, the Transaction Documents;

for which Casa has provided its prior written consent;

which arises as a result of court or Authority order, injunction or undertaking or is otherwise required in order to comply with any applicable law or regulation;

which has been Fairly Disclosed to ASX prior to the date of this Deed;

which is Fairly Disclosed in the Due Diligence Material;

which is in accordance with contractual rights and obligations that existed at the date of this Deed, provided such rights and obligations have been Fairly Disclosed in the Due Diligence Material; or

to obtain directors’ and officers’ run-off insurance in respect of the NetComm Directors in accordance with clause 9.3.

Access

to the books, documents, records, management accounts, financial statements and other information (subject to any existing confidentiality obligations owed to Third Parties, or applicable privacy laws) of any member of the NetComm Group; and

to the employees, officers and advisers (including auditors) of any NetComm Group Member,

understanding NetComm’s operations, financial position (including its cash flow and working capital position), trading performance, prospects, contractual arrangements and management control systems (including information technology and data);

implementing the Scheme;

transitional planning and operating arrangements with respect to the business of the NetComm Group following implementation of the Scheme; or

any other purpose which is agreed in writing between the parties (each acting reasonably),

Change of control

NetComm must use all reasonable endeavours to procure that, as soon as practicable following the date of this Deed (and, in any event, before the Second Court Date), each NetComm Group Member has complied with and discharged all contractual obligations (the identity of which is agreed between NetComm and Casa in writing prior to entry into this Deed) requiring such member of the NetComm Group to give notice to, or to apply for the approval or consent of, a Third Party in connection with this Deed or the transactions contemplated by it (including, for the avoidance of doubt, in respect of the change in control of NetComm resulting from implementation of the Scheme).

NetComm must consult with Casa, and Casa must provide reasonable assistance to NetComm, in connection with giving any notice or seeking any approval or consent under clause 8.3.1. Without limiting the foregoing, NetComm must:

give Casa as much prior notice as reasonably practicable of any material discussions with any Third Party in connection with clause 8.3.1 and give Casa a reasonable opportunity to participate in such discussions;

give Casa a reasonable opportunity to review drafts of any material communications to Third Parties in connection with clause 8.3.1 and, acting reasonably and in good faith, take into account any comments provided by Casa or its Representatives on such drafts; and

promptly provide Casa with copies of all material communications received from Third Parties in connection with clause 8.3.1.

Any notice, approval or consent of a kind referred to in clause 8.3.1 may only be given or sought by NetComm in a form and on terms approved by Casa.

Existing financing and security

termination or cancellation of such facilities (but only with effect from the Implementation Date or such earlier date as may be agreed between NetComm and Casa); and

using all reasonable endeavours to procure deeds of release, discharges of real property mortgages and registrations on the PPSR from secured parties in relation to any security interest granted by a member of the NetComm Group in favour of that party and procuring the return of any title documents held by a secured party.

Limits on NetComm obligations

provide information to Casa concerning the NetComm Directors’ and management’s consideration of the Scheme;

provide any commercially sensitive or competitive information; or

breach an obligation of confidentiality to any person.

Confidentiality

Except as permitted by clause 8.6.2, each party must keep confidential, and must procure that its Related Bodies Corporate, Associates and Representatives keep confidential, all Confidential Information of the other party.

Nothing in this Deed prevents a person from disclosing a party’s Confidential Information:

if disclosure is required to be made by law or the rules of a recognised stock or securities exchange and the party whose obligation it is to keep matters confidential or procure that those matters are kept confidential has before disclosure is made notified the other party of the requirement to disclose and, where the relevant law or rules permit and where practicable to do so, given the other party a reasonable opportunity to comment on the requirement for and proposed contents of the proposed disclosure;

if disclosure is made by way of a written announcement the terms of which have been agreed in writing by the parties prior to the making of the announcement;

if disclosure is reasonably required to enable a party to perform its obligations under this Deed;

to any Adviser of a party who has been retained to advise in relation to the transactions contemplated by any Transaction Document or to the auditor of a party;

to the Independent Expert;

to any financier who has made a bona fide proposal to provide finance to a party in relation to the transactions contemplated by any Transaction Document;

with the prior written approval of the other party; or

where the matter has come into the public domain otherwise than as a result of a breach by any party of this Deed.

Releases and NetComm Directors’ and officers’ insurance

NetComm Representatives

Casa:

releases its rights; and

agrees with NetComm that it will not make, and that after the Implementation Date it will procure that each NetComm Group Member does not make, any claim,

any breach of any representations and warranties given by NetComm in any Transaction Document;

any disclosure by NetComm containing any statement which is untrue, false or misleading whether in content or by omission (other than the Public Announcement); or

any failure by NetComm or its Representatives to provide information,

Clause 9.1.1 is subject to any Corporations Act restriction and will be read down accordingly.

NetComm receives and holds the benefit of this clause 9.1 on trust for each of NetComm’s Representatives.

Casa Representatives

NetComm:

releases its rights; and

agrees with Casa that it will not make any claim,

any breach of any representations and warranties given by Casa in any Transaction Document;

any disclosure by Casa containing any statement which is untrue, false or misleading whether in content or by omission; or

any failure by Casa or its Representatives to provide information,

Clause 9.2.1 is subject to any Corporations Act restriction and will be read down accordingly.

Casa receives and holds the benefit of this clause 9.2 on trust for each of Casa’s Representatives.

NetComm Directors’ and officers’ insurance

NetComm Board recommendations and intentions

NetComm Board recommendation

NetComm warrants and represents to Casa that on the date of this Deed each NetComm Directors has confirmed to NetComm that he or she considers the Scheme to be in the best interests of Shareholders and will recommend that Shareholders vote in favour of the Scheme, in the absence of a Superior Proposal and provided that the Independent Expert’s Report has concluded that the Scheme is in the best interests of Shareholders.

NetComm must use its best endeavours to procure that, the NetComm Board unanimously and each of the NetComm Directors individually considers the Scheme to be in the best interests of Shareholders and recommends that Shareholders vote in favour of the Scheme, in the absence of a Superior Proposal and provided that the Independent Expert’s Report has concluded that the Scheme is in the best interests of Shareholders.

The Public Announcement and, subject to clause 10.1.4, the Scheme Booklet must include a statement in support of the Scheme and a recommendation to vote in favour of the Scheme by the NetComm Board and each of the NetComm Directors to the effect set out in clauses 10.1.1 and 10.2.1.

NetComm must use its best endeavours to procure that the NetComm Board and each of the NetComm Directors do not change, withdraw, adversely modify, adversely qualify, or take any action inconsistent with their statement in support of the Scheme or recommendation to vote in favour of the Scheme, unless:

the Independent Expert concludes in the Independent Expert’s Report (either initially or in any updated report) that the Scheme is not in the best interests of Shareholders; or

NetComm receives, other than as a result of a breach of clause 14, a Competing Proposal and the NetComm Board determines that the Competing Proposal constitutes a Superior Proposal,

NetComm Director intentions

NetComm warrants and represents to Casa that on the date of this Deed each NetComm Director has confirmed to NetComm that, subject to clause 10.2.2, he or she will vote all Shares held by that NetComm Director in favour of the Scheme and/or procure that the Shares the voting rights of which the NetComm Director has control over are voted in favour of the Scheme, in the absence of a Superior Proposal and provided that the Independent Expert’s Report has concluded that the Scheme is in the best interests of Shareholders.

NetComm must use its best endeavours to ensure that each NetComm Director who holds Shares, or who has control over voting rights attaching to Shares:

will vote all Shares held by that NetComm Director in favour of the Scheme Resolution or/or procure that the Shares the voting rights of which the NetComm Director has control over are voted in favour of the Scheme Resolution, in the absence of a Superior Proposal and provided that the Independent Expert’s Report has concluded that the Scheme is in the best interests of Shareholders; and

does not change that voting intention,

Public announcements and communications

Announcement of Scheme

Public announcements

Warranties

Warranties by NetComm

NetComm represents and warrants to Casa that each NetComm Warranty is true and correct at the date of this Deed until (and including) the Second Court Date.

Each NetComm Warranty is subject to matters required or permitted to be done by this Deed or another Transaction Document, and matters Fairly Disclosed in the Due Diligence Materials.

Warranties by Casa

Reliance by parties

in entering into this Deed the other party has relied on the warranties provided by the first party under this clause 12; and

it has not entered into this Deed in reliance on any warranty made by or on behalf of the other party except those warranties set out in this Deed.

Indemnity

NetComm indemnifies Casa and its Representatives against any claims, actions, proceedings, liabilities, obligations, damages, loss, harm, charges, costs, expenses, duties and other outgoings of whatever nature and however arising, which may be suffered or incurred by reason of any breach of any of the NetComm Warranties.

Casa indemnifies NetComm and its Representatives against any claims, actions, proceedings, liabilities, obligations, damages, loss, harm, charges, costs, expenses, duties and other outgoings of whatever nature and however arising, which may be suffered or incurred by reason of any breach of any of the Casa Warranties.

Status of representations and warranties

is severable;

will survive the termination of this Deed; and

is given with the intent that liability thereunder will not be confined to breaches which are discovered prior to the date of termination of this Deed.

Status and enforcement of indemnities

Each indemnity in this Deed is a continuing obligation, separate and independent from the other obligations of the parties, and survives termination, completion or expiration of this Deed.

It is not necessary for a party to incur expenses or to make any payment before enforcing a right of indemnity conferred by this Deed.

Notifications

Standstill

Standstill

subscribe for, acquire, agree, make or cause to be made any offer to acquire or make any invitation solicitation for or proposal to acquire or otherwise deal, directly or indirectly, in any:

securities or direct or indirect rights, warrants, or options to acquire any securities of NetComm;

any derivative instrument or other financial product (including, without limitation, any cash–settled equity swap) affording an economic exposure to NetComm or to movements in the price of any securities of NetComm; or

obtain by any means a Relevant Interest in the securities of NetComm; or

solicit proxies from Shareholders other than for the purposes of the Transaction; or

aid, abet, counsel, procure, co-operate, advise, assist or encourage or induce, or enter into any agreement or arrangement of any kind with any person in connection with any of the foregoing.

No existing interest

Exceptions to standstill

Clause 13.1 does not apply to Casa’s acquisition of the Shares in accordance with this Deed, the Scheme or the Transaction Documents.

If the NetComm Directors make, in relation to a Competing Proposal, the determination referred to in clause 14.6.1(i) then:

the restrictions in clause 13.1 immediately cease to apply to the extent necessary to allow Casa or any of its Related Bodies Corporate (alone or with others) to propose and make an off market bid under Chapter 6 of the Corporations Act in respect of 100% of the Shares (Permitted Bid), provided always that:

the consideration offered under the Permitted Bid must be greater than the Scheme Consideration;

the Permitted Bid must have a minimum acceptance condition of 50% which cannot be waived by Casa; and

Casa may not obtain a Relevant Interest in relation to any Shares except as a result of the acceptances of offers under the Permitted Bid or at any time after the minimum acceptance condition has been satisfied.

Casa will be permitted to include Confidential Information of NetComm in any bidder’s statement in respect of such takeover bid provided that such Confidential Information may only be included in such bidder’s statement to the extent required by law; and

this Deed will terminate on the date on which Casa announces, or publicly indicates an intention to announce, the Permitted Bid, provided always if Casa is entitled or will become entitled to the Casa Break Fee, that Casa Break Fee has been paid to Casa in accordance with clause 15.

Exclusivity

No existing discussions

neither itself, its Related Bodies Corporate nor any of their respective Authorised Persons is a party to any agreement with a third party entered into for the purpose of facilitating a Competing Proposal; and

neither itself, its Related Bodies Corporate nor any of their respective Authorised Persons has invited (since the date of this Deed), or is participating in, any discussions or negotiations with a third party that concern, or that could reasonably be expected to lead to, a Competing Proposal.

No-shop

No-talk

negotiate or enter into or participate in negotiations or discussions with any person; or

communicate any intention to do any of these things,

No due diligence

solicit, invite, initiate, or encourage, or facilitate or permit, any person (other than Casa) to undertake due diligence investigations in respect of NetComm, its Related Bodies Corporate, or any of their businesses and operations, in connection with any person formulating, developing or finalising, or assisting in the formulation, development or finalisation of, a Competing Proposal; or

make available to any person (other than Casa) or permit any such person to receive any non-public information relating to NetComm, its Related Bodies Corporate, or any of their businesses and operations, or access to NetComm management, in connection with any person formulating, developing or finalising, or assisting in the formulation, development or finalisation of, a Competing Proposal,

no due diligence opportunity, information or access to management is provided which has not also been provided to Casa in sufficient time for Casa to consider it for the purposes of clause 14.6; and

prior to any such due diligence opportunity, information or access to management being provided NetComm has first complied in full with its obligations under clause 14.5.

Notification of approaches

During the Exclusivity Period, NetComm must promptly notify Casa in writing of:

any direct or indirect approach, inquiry or proposal made by any person to NetComm, any of its Related Bodies Corporate or any of their respective Authorised Persons, to initiate any discussions or negotiations that concern, or that could reasonably be expected to lead to, a Competing Proposal (which, for the avoidance of doubt, must include, to the extent actually known by NetComm:

the fact that such an approach has been made;

the nature of the approach, including the price or consideration proposed and any other material terms; and

the name of the person, and such of their authorised representatives as are known to NetComm, and details of any relationship or connection with NetComm or its Authorised Persons); and

any request made by any person to NetComm, any of its Related Bodies Corporate, or any of their respective Authorised Persons, for any information relating to NetComm, its Related Bodies Corporate, or any of their businesses and operations, in connection with such person formulating, developing or finalising, or assisting in the formulation, development or finalisation of, a Competing Proposal.

The obligations in this clause 14.5, do not apply to the extent that they require NetComm to provide information if the NetComm Board has determined in good faith, and after having considered written advice from the NetComm Board’s external legal advisers, that the consequences of providing the relevant information would be likely to constitute a breach of the fiduciary and statutory duties owed by any NetComm Director.

NetComm’s response to Rival Acquirer and Casa’s right to respond

If NetComm receives a Competing Proposal and as a result, any NetComm Director proposes to either:

change, withdraw or modify his or her recommendation of the Scheme; or

approve or recommend entry into any agreement, commitment, arrangement or understanding relating to the Competing Proposal,

must use its best endeavours to ensure that no NetComm Director takes any action referred to in paragraphs (a) and (b); and

must ensure that NetComm, NetComm Directors or any Authorised Person does not enter into any legally binding agreement, arrangement or understanding (whether legally binding or otherwise) with respect to a Competing Proposal,

the Competing Proposal is, or may reasonably be expected to lead to, a Superior Proposal;

NetComm has given Casa written notice (Relevant Notice) of the NetComm’s Director’s proposal to take the action referred to in clauses 14.6.1(a) or 14.6.1(b) (subject to Casa’s rights under clause 14.6.3), including details of the grounds on which the NetComm Directors propose to take such action;

subject to clause 14.6.2, NetComm has provided Casa with the identity of the relevant third party (Rival Acquirer) and the material terms of the Competing Proposal and any information given to the Rival Acquirer (to the extent not already provided under clause 14.5);

the rights under clause 14.6.3 have been exhausted; and

the NetComm Directors have determined that the Competing Proposal is, or may reasonably be expected to lead to, a Superior Proposal after Casa’s rights under clause 14.6.3 have been exhausted and after evaluation of any Counter Proposal (defined below).

Prior to giving Casa the information under clause 14.6.1(g), NetComm must advise the Rival Acquirer that the Rival Acquirer’s name and other details which may identify the Rival Acquirer will be provided by NetComm to Casa on a confidential basis.

If NetComm gives a Relevant Notice to Casa under clause 14.6.1(f), Casa will have the right, but not the obligation, at any time during the period of at least (but not limited to) 4 full Business Days following the receipt of the Relevant Notice, to amend the terms of the Transaction including increasing the amount of consideration offered under the Transaction or proposing any other form of transaction (each a Counter Proposal), and if it does so then the NetComm Directors must review and make a determination in respect of the Counter Proposal in good faith.

If the NetComm Directors determine that the Counter Proposal would be more favourable, or at least no less favourable, to NetComm and the Shareholders than the Competing Proposal (having regard to the matters noted in clause 14.7), then NetComm and Casa must use their best endeavours to agree the amendments to this Deed that are reasonably necessary to reflect the Counter Proposal and to enter into an amended agreement to give effect to those amendments and to implement the Counter Proposal, and NetComm must use its best endeavours to procure that the NetComm Directors recommend the Counter Proposal to the Shareholders and not recommend the applicable Competing Proposal.

For the purposes of this clause 14.6, each successive modification of a material term of any third party expression of interest, offer or proposal in relation to a Competing Proposal will constitute a new Competing Proposal.

Fiduciary out

consultation with NetComm’s financial advisers, that the Competing Proposal is or may reasonably be expected to lead to a Superior Proposal; and

receiving written advice from NetComm’s external Australian legal adviser practising in the area of corporate law, that failing to take the action or refusing to take the action (as the case may be) with respect to the Competing Proposal would constitute or would be likely to constitute a breach of the fiduciary or statutory obligations of the NetComm Board.

Break Fee

Background

NetComm and Casa acknowledge that, if they enter into this deed and the Scheme is subsequently not implemented:

NetComm and Casa will incur significant costs which are expected to exceed those described in clause 15.2; and

those costs are substantially increased by the cross-border nature of the Transaction, and the multi-jurisdiction operations of the NetComm.

In light of the circumstances referred to in clause 15.1.1, Casa has requested that provision be made for the payments outlined in clause 15.3 as well as the obligations under clause 14, without which Casa would not have entered into this Deed.

In light of the circumstances referred to in clause 15.1.1, NetComm has requested that provision be made for the payments outlined in clause 15.4 without which NetComm would not have entered into this Deed.

The NetComm Board believes that the Scheme will provide benefit to NetComm and the Shareholders and that it is appropriate for NetComm to agree to the payments referred to in this clause 15 in order to secure Casa’s participation in the Transaction.

The Casa Board believes that the Scheme will provide benefit to Casa and its shareholders and that it is appropriate for Casa to agree to the payments referred to in this clause 15 in order to secure NetComm’s participation in the Transaction

Costs incurred by Casa

The NetComm Break Fee and the Casa Break Fee have been calculated to reimburse Casa or NetComm (as the case may be) for the following:

fees for reasonable legal and financial advice in planning and implementing the Transaction;

reasonable opportunity costs incurred in engaging in the Transaction or in not engaging in other alternative acquisitions or strategic initiatives;

costs of management and directors time in planning and implementing the Transaction; and

out of pocket expenses incurred in planning and implementing the Transaction,

The parties acknowledge that the amount of fees, costs and Losses referred to in this clause 15.2 is inherently unascertainable and that, even after termination of this Deed, the costs will not be able to be accurately ascertained.

Payment by NetComm to Casa

NetComm agrees to pay to Casa the NetComm Break Fee (exclusive of GST) if any of the following occur:

(withdrawal or modification of recommendation): any NetComm Director:

fails to support or recommend the Scheme as contemplated by clauses 10.1 and 10.2;

changes, withdraws, adversely modifies, adversely qualifies, or takes an action inconsistent with their statement in support of the Scheme or recommendation to vote in favour of the Scheme,

makes any public statement to the effect that the Scheme is not, or is no longer, supported or recommended or supported by them; or

makes any public statement to the effect that they recommend a Competing Proposal,

in the circumstances contemplated in clause 10.1.4(a); or

as a result of any matter or thing giving NetComm the right to terminate under clause 16;

(Competing Proposal) a Competing Proposal is made or announced prior to the Second Court Date (whether or not such proposal is stated to be subject to any pre-conditions) and within 12 months of the date of such announcement, a Third Party or an Associate or that Third Party:

completes a Superior Proposal; or

acquires a Relevant Interest in at least 50% of the Shares, or otherwise comes to Control or acquires or obtains an economic interest in all, or a substantial part of, the business, assets or undertakings of the NetComm Group;

(termination due to material breach) Casa terminates this Deed in accordance with clause 16.2.

NetComm must pay Casa the Casa Break Fee within five Business Days of receipt by NetComm of a demand for payment from Casa made after the occurrence of the event referred to in clause 15.3.1.

For the avoidance of doubt, the NetComm Break Fee is not payable merely because the resolution submitted to the Scheme Meeting in respect of the Scheme is not approved by the majorities required under section 411(4)(a)(ii) of the Corporations Act.

The NetComm Break Fee is only payable once and the maximum amount payable by NetComm under this clause 15.3 is $1,609,629 (exclusive of GST).

Payment by Casa to NetComm

Casa agrees to pay to NetComm the Casa Break Fee (exclusive of GST) if a Relevant Circumstance occurs prior to the End Date.

Casa must pay NetComm the Casa Break Fee within five Business Days of receipt by Casa of a demand for payment from NetComm made after the occurrence of a Relevant Circumstance.

The Casa Break Fee is only payable once and the maximum amount payable by Casa under this clause 15.4 is $1,609,629 (exclusive of GST).

Notwithstanding any other provision of this Deed:

the maximum liability of Casa to NetComm in respect of a Relevant Circumstance under or in connection with this Deed will be the Casa Break Fee; and

the payment by Casa of the Casa Break Fee represents the sole and absolute liability of Casa under or in connection with this Deed in respect of any Relevant Circumstance and no further damages, fees, expenses or reimbursements of any kind will payable by Casa under or in connection with this Deed in respect of a Relevant Circumstance.

Survival

Termination

Termination if the Scheme is not implemented by the End Date

Termination by Casa

Subject to the proviso in clause 16.4, Casa may terminate this Deed by notice in writing to NetComm at any time before the Delivery Time if NetComm is in material breach of this Deed which breach cannot be remedied or has not been remedied by the earlier of:

within 5 Business Days of receiving written notice from Casa to remedy that breach; or

midnight at the end of the day before the Second Court Date.

Casa may terminate this Deed by notice in writing to NetComm at any time before the Delivery Time if any NetComm Director or the NetComm Board:

changes, withdraws, adversely modifies, adversely qualifies, or takes an action inconsistent with their statement in support of the Scheme or recommendation to vote in favour of the Scheme,

makes any public statement to the effect that the Scheme is not, or is no longer, supported or recommended or supported by them; or

makes any public statement to the effect that they recommend a Competing Proposal,

Casa may terminate this Deed in accordance with clause 3.5.

Termination by NetComm

Subject to the proviso in clause 16.4, NetComm may terminate this Deed at any time before the Delivery Time by notice in writing to Casa if such number of NetComm Directors as constitutes a majority of the NetComm Board:

change, withdraw, adversely modify, adversely qualify, or take an action inconsistent with their statement in support of the Scheme or recommendation to vote in favour of the Scheme;

make any public statement to the effect that the Scheme is not, or is no longer, supported or recommended or supported by them; or

make any public statement to the effect that they recommend a Competing Proposal,

the action described in clauses 16.3.1(a) to (c) (inclusive) that is taken by the NetComm Directors is permitted by clause 10.1.4; and

if Casa is entitled or will become entitled to the Casa Break Fee as a result of that action, that Casa Break Fee has been paid to Casa in accordance with clause 15.

Subject to the proviso in clause 16.4, NetComm may terminate this Deed at any time before the Delivery Time by notice in writing to Casa if Casa is in material breach of this Deed which cannot be remedied or has not been remedied by the earlier of:

within 5 Business Days of receiving notice from NetComm to remedy that breach; and

midnight at the end of the day before the Second Court Date.

NetComm may terminate this Deed in accordance with clause 3.5.

Proviso

Effect of termination

this clause and clauses 1, 8.6, 15, 17 to 22 (inclusive) will survive termination;

each party will retain any accrued rights and remedies, including any rights and remedies it has or may have against the other party in respect of any past breach of this Deed; and

subject to clause 16.5.2, the parties are put back into the positions that they were in (including in respect of one another) immediately before entry into this Deed.

Remedies

GST

Interpretation

except where the context suggests otherwise, terms used in this clause 17 have the meanings given to those terms by the GST Law in force in Australia;

any part of a supply that is treated as a separate supply for GST purposes (including attributing GST payable to tax periods) will be treated as a separate supply for the purposes of this clause 17; and

any consideration that is specified to be inclusive of GST must not be taken into account in calculating the GST payable in relation to a supply for the purpose of this clause.

Reimbursements and similar payments

GST payable

Variation to GST payable

Stamp duty and costs

Casa will bear all stamp duty payable in respect of this Deed, the Scheme and any agreement or document that is brought into existence for the purpose of the Scheme.

Except as otherwise provided in this Deed, each party must pay its own costs of negotiating, preparing, executing and performing this Deed and the Scheme Booklet and the proposed, attempted or actual implementation of this Deed and the Scheme.

Notices

How notice to be given

may be given by personal service, prepaid post or email;

must be in writing;

must be addressed to each party using that party’s details as set out in the ‘parties’ section of this Deed (unless that party has notified the other party of new details, in which case, using those new details);

(in the case of personal service or prepaid post) must be signed by the party making it or (on that party’s behalf) by the solicitor for, or any attorney, director, secretary or authorised agent of, that party;

(in the case of email) must be in .PDF or other format that is a scanned image of the original of the communication, and attached to an email that states that the attachment is a communication under this Deed; and

must be delivered by hand or posted by prepaid post to the address, or sent by email to the email address of the addressee, in accordance with clause 19.1.3.

When notice taken to be received

(in the case of prepaid post sent to an address in the same country) on the third day after the date of posting;

(in the case of prepaid post sent to an address in another country) on the fifth day after the date of posting by airmail;

(in the case of personal service) on delivery; and

(in the case of email) unless the party sending the email knows or reasonably ought to suspect that the email and the attached communication were not delivered to the addressee’s domain specified in the email address notified for the purposes of this clause 19, when the email was sent,

Interpretation

In this Deed, unless expressed to the contrary:

words denoting the singular include the plural and vice versa;

the word ‘includes’ in any form is not a word of limitation;

where a word or phrase is defined, another part of speech or grammatical form of that word or phrase has a corresponding meaning;

headings and sub-headings are for ease of reference only and do not affect the interpretation of this Deed; and

a reference to:

a gender includes all other genders;

any legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced and includes any subordinate legislation issued under it;

any instrument (such as a deed, agreement or document) is to that instrument (or, if required by the context, to a part of it) as amended, novated, substituted or supplemented at any time and from time to time;

writing includes writing in digital form;

‘this Deed ‘ is to this Deed as amended from time to time;

‘A$’, ‘$’, ‘AUD’ or ‘dollars’ is a reference to Australian dollars;

a clause, schedule or appendix is a reference to a clause, schedule or appendix in or to this Deed;

a reference to time in this Deed is a reference to the time in Sydney, New South Wales, Australia (being Australian Eastern Standard Time or Australian Eastern Daylight Time, as applicable);

any property or assets of a person includes the legal and beneficial interest of that person of those assets or property, whether as owner, lessee or lessor, licensee or licensor, trustee or beneficiary or otherwise;

a person includes a firm, partnership, joint venture, association, corporation or other body corporate;

a person includes the legal personal representatives, successors and permitted assigns of that person, and in the case of a trustee, includes any substituted or additional trustee; and

any body (Original Body) which no longer exists or has been reconstituted, renamed, replaced or whose powers or functions have been removed or transferred to another body or agency, is a reference to the body which most closely serves the purposes or objects of the Original Body.

A clause in this Deed must not be construed adversely to a party merely because that party prepared it or caused it to be prepared.

If the day on which any act to be done under this Deed is a day other than a Business Day, that act must be done on the immediately preceding Business Day except where this Deed expressly specifies otherwise.

Best and reasonable endeavours

divest or retain any assets used by it in the operation of its business;

pay any money or to provide any financial compensation, or any other incentive to or for the benefit of any person in the form of an inducement or consideration except for payment of:

any applicable fee for the lodgement or filing of any relevant application with any Regulatory Authority; or

immaterial expenses or costs, including costs of advisers,

commence or defend any legal action or proceeding against any person,

General

Listing requirements included as law

Cumulative rights

Wavier and variation

Approvals and consents

Specific performance

Entire agreement

Severability

Further acts and documents

Counterparts

Assignment

Casa may elect a Subsidiary

Casa may elect, under this clause 22.11, a wholly-owned Subsidiary of Casa to acquire all of the Scheme Shares under the Scheme by giving written notice to NetComm of that relevant Subsidiary on or before the First Court Date.

Casa warrants that, if it elects a wholly-owned Subsidiary to acquire all of the Scheme Shares pursuant to this clause 22.11:

Casa and the wholly-owned Subsidiary will both enter into the Deed Poll;

Casa will continue to be bound by this Deed; and

Casa will ensure that the wholly-owned Subsidiary completes the acquisition in accordance with the terms of this Deed and the Deed Poll.

Governing law and jurisdiction

This Deed is governed by the law applying in New South Wales, Australia.

Each party irrevocably:

submits to the non-exclusive jurisdiction of the courts of New South Wales, Australia, Commonwealth courts having jurisdiction in that State and the courts competent to determine appeals from those courts, with respect to any proceedings that may be brought at any time relating to this Deed; and

waives any objection it may have now or in the future to the venue of any proceedings, and any claim it may have now or in the future that any proceedings have been brought in an inconvenient forum, if that venue falls within clause.

Capacity, authority and solvency

NetComm:

is a corporation validly existing under the laws of its place of incorporation;

has the corporate power to enter into and perform its obligations under this Deed and to carry out the transactions contemplated by this Deed;

has not suffered an Insolvency Event;

has taken all necessary corporate action to authorise the entry into this Deed and has taken or will take all necessary corporate action to authorise the performance of this Deed and to carry out the transactions contemplated by this Deed; and

the Transaction Documents to which NetComm is party constitute legal, valid and binding obligations on it, enforceable in accordance with their terms, and do not conflict with or result in a breach of or default under:

the constitution or equivalent constituent documents of NetComm or any of its Subsidiaries; or

any writ, order or injunction, judgment, law, rule, obligation or regulation to which NetComm or any of its Subsidiaries is party, or by which NetComm or any of its Subsidiaries is bound.

NetComm Data Room Materials and other information

On the date of this Deed, the Due Diligence Material was prepared in good faith for the purpose of a due diligence process and as far as NetComm is aware:

the information was collated or otherwise prepared with all reasonable care and skill;

that information is accurate in all material respects;

that information is not misleading or deceptive, or likely to mislead or deceive (including by omission) in any material respect; and

no information has been knowingly or recklessly omitted from the information that has been provided to Casa that in NetComm’s opinion (acting reasonably) could be expected to make the information materially misleading.

NetComm has prepared, compiled and made available to Casa and its Representatives the Due Diligence Material in good faith and NetComm is not aware of any information which is not included in the Due Diligence Material and which could reasonably be expected to be material to the evaluation of the NetComm Group and its businesses, operations and affairs by a reasonable and sophisticated buyer.

NetComm Provided Information

Other representations and warranties

Other than as expressly contemplated by the Conditions, no shareholder or regulatory Authority approvals are required to be obtained by the NetComm Group in order for NetComm to execute and perform the Transaction Documents to which it is a party.

As far as NetComm is aware, it has complied in all material respects with its continuous disclosure obligations under Listing Rule 3.1 and as at the date of this Deed is not withholding any information (other than the fact of its discussions and negotiations with Casa relating to the Transaction and the subject matter of this Deed) from ASX under Listing Rule 3.1A that has not been fully and Fairly Disclosed in the Due Diligence Material.

The NetComm Group has all material licences, permits, authorisations and approvals necessary for it to conduct its business in the manner in which it is conducted as at the date of this Deed, and no NetComm Group Member is in material breach of, or default under, any such licence, permit, authorisation or approval, nor has any member of the NetComm Group received any notice in respect of the termination, revocation, variation or non-renewal of any such licence, permit, authorisation or approval.

As at the date of this Deed there are 146,329,906 Shares and 2,250,000 SARs (all of which are unvested) on issue, and NetComm has not issued (and is not required to issue and may not become required to issue) any other securities or instruments or rights which are still outstanding (or may become outstanding) and which may convert to Shares other than the Share Appreciation Rights.

Each member of the NetComm Group has complied in all material respects with all applicable laws and regulations, including (without limitation):

privacy and data protection laws and regulations;

tax laws and regulations;

employment laws and regulations;

laws and regulations relating to anti-money laundering, antibribery and anti-corruption; and

telecommunications laws,

Each member of the NetComm Group has complied in all material respects with each Material Contract to which it is a party, and no member of the NetComm Group is aware of any intention on the part of any counterparty to a Material Contract to terminate such Material Contract or amend the terms of such Material Contract in any material respect;

No outstanding calls or demands have been made under, or in respect of, any of the financing or security arrangements to which any member of the NetComm Group is a party or by which any member of the NetComm Group (or any assets thereof) is bound (Financing Arrangement).

There is no existing or unremedied material breach of, nor any material default, event of default, cancellation event, review event, prepayment event or similar event currently subsisting under, any Financing Arrangements.

No member of the NetComm Group is a party to or the subject of any investigation, action, proceeding, dispute, claim, demand, notice, direction, declaration, inquiry, arbitration, mediation, dispute resolution or litigation that will or may have a material adverse effect on the trading or financial performance, profitability, prospects or reputation of the NetComm Group (taken as a whole).

On the First Court Date and the Second Court Date:

the NetComm Provided Information has been prepared and included in the Scheme Booklet in good faith;

the NetComm Provided Information (as well as any Casa Provided Information to the extent that it consists of information relating to the NetComm Group that was provided to Casa by or on behalf of NetComm, or has been extracted from announcements made by NetComm to the ASX regarding the NetComm Group) does not contain a statement which is misleading or deceptive in any material respect and does not contain any material omission; and

the NetComm Provided Information complies in all material respects with relevant laws (including the Corporations Act, Listing Rules and relevant Regulatory Guides).

Any statement of opinion or belief contained in the NetComm Provided Information is honestly held and there are reasonable grounds for holding the opinion or belief.

Capacity, authority and solvency

is a corporation validly existing under the laws of its place of incorporation;

has the corporate power to enter into and perform its obligations under this Deed and to carry out the transactions contemplated by this Deed;

has not suffered an Insolvency Event;

has taken all necessary corporate action to authorise the entry into this Deed and has taken or will take all necessary corporate action to authorise the performance of this Deed and to carry out the transactions contemplated by this Deed; and

is legally bound by this Deed, and this Deed does not and will not result in a breach of, or default under any provision of, Casa’s constitution or any term of any order, judgement or law which it is a party to or is subject to or by which it is bound or any term or provision of any material agreement to which it is a party.

Casa Provided Information

Financing

FIRB approval

Authorisations