EX-10.1





 Exhibit 10.1 
  


					
	  
  
  

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
  

info@maddocks.com.au
 www.maddocks.com.au

 
 DX 259 Melbourne


 Scheme Implementation Deed 

NetComm Wireless Limited ACN 002 490 486 
 and 

Casa Systems, Inc. 
  

					
		  		  	 Interstate offices
 Canberra Sydney

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















 



 
  

  

Contents 
  

									
	 1.
	 	Definitions	  	 	1	
			
	 2.
	 	Agreement to proceed with the Scheme	  	 	11	
				
		 	2.1	  	NetComm to propose the Scheme	  	 	11	
		 	2.2	  	Casa to assist	  	 	11	
			
	 3.
	 	Conditions	  	 	12	
				
		 	3.1	  	Conditions	  	 	12	
		 	3.2	  	Waiver of Conditions	  	 	13	
		 	3.3	  	Best endeavours	  	 	13	
		 	3.4	  	Notifications	  	 	14	
		 	3.5	  	Termination on failure of Conditions	  	 	15	
		 	3.6	  	Interpretation	  	 	16	
			
	 4.
	 	Outline of the Scheme	  	 	16	
			
	 5.
	 	Timetable	  	 	16	
			
	 6.
	 	Provision of Scheme Consideration	  	 	17	
				
		 	6.1	  	Provision of Scheme Consideration	  	 	17	
		 	6.2	  	Joint holders	  	 	18	
			
	 7.
	 	Implementation of the Scheme	  	 	18	
				
		 	7.1	  	NetComm’s obligations in respect of the Scheme	  	 	18	
		 	7.2	  	Casa’s obligations in respect of the Scheme	  	 	21	
		 	7.3	  	Preparation of Scheme Booklet	  	 	23	
		 	7.4	  	Removal of NetComm from the official list of ASX	  	 	24	
		 	7.5	  	Court representation	  	 	24	
		 	7.6	  	Dispute as to Scheme Booklet	  	 	24	
		 	7.7	  	Reconstitution of NetComm Board	  	 	25	
			
	 8.
	 	Conduct of business	  	 	25	
				
		 	8.1	  	Conduct of business	  	 	25	
		 	8.2	  	Access	  	 	28	
		 	8.3	  	Change of control	  	 	29	
		 	8.4	  	Existing financing and security	  	 	29	
		 	8.5	  	Limits on NetComm obligations	  	 	29	
		 	8.6	  	Confidentiality	  	 	30	
			
	 9.
	 	Releases and NetComm Directors’ and officers’ insurance	  	 	30	
				
		 	9.1	  	NetComm Representatives	  	 	30	
		 	9.2	  	Casa Representatives	  	 	31	
		 	9.3	  	NetComm Directors’ and officers’ insurance	  	 	31	
			
	 10.
	 	NetComm Board recommendations and intentions	  	 	32	
				
		 	10.1	  	NetComm Board recommendation	  	 	32	
		 	10.2	  	NetComm Director intentions	  	 	32	
			
	 11.
	 	Public announcements and communications	  	 	33	
				
		 	11.1	  	Announcement of Scheme	  	 	33	
		 	11.2	  	Public announcements	  	 	33	
			
	 12.
	 	Warranties	  	 	33	
				
		 	12.1	  	Warranties by NetComm	  	 	33	
		 	12.2	  	Warranties by Casa	  	 	33	
		 	12.3	  	Reliance by parties	  	 	33	


  
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		 	12.4	  	Indemnity	  	 	34	
		 	12.5	  	Status of representations and warranties	  	 	34	
		 	12.6	  	Status and enforcement of indemnities	  	 	34	
		 	12.7	  	Notifications	  	 	34	
			
	 13.
	 	Standstill	  	 	34	
				
		 	13.1	  	Standstill	  	 	34	
		 	13.2	  	No existing interest	  	 	35	
		 	13.3	  	Exceptions to standstill	  	 	35	
			
	 14.
	 	Exclusivity	  	 	36	
				
		 	14.1	  	No existing discussions	  	 	36	
		 	14.2	  	No-shop	  	 	36	
		 	14.3	  	No-talk	  	 	36	
		 	14.4	  	No due diligence	  	 	36	
		 	14.5	  	Notification of approaches	  	 	37	
		 	14.6	  	NetComm’s response to Rival Acquirer and Casa’s right to respond	  	 	37	
		 	14.7	  	Fiduciary out	  	 	39	
			
	 15.
	 	Break Fee	  	 	39	
				
		 	15.1	  	Background	  	 	39	
		 	15.2	  	Costs incurred by Casa	  	 	39	
		 	15.3	  	Payment by NetComm to Casa	  	 	40	
		 	15.4	  	Payment by Casa to NetComm	  	 	41	
		 	15.5	  	Survival	  	 	41	
			
	 16.
	 	Termination	  	 	41	
				
		 	16.1	  	Termination if the Scheme is not implemented by the End Date	  	 	41	
		 	16.2	  	Termination by Casa	  	 	41	
		 	16.3	  	Termination by NetComm	  	 	42	
		 	16.4	  	Proviso	  	 	43	
		 	16.5	  	Effect of termination	  	 	43	
		 	16.6	  	Remedies	  	 	43	
				
	 17.
	 	GST	  		  	 	43	
				
		 	17.1	  	Interpretation	  	 	43	
		 	17.2	  	Reimbursements and similar payments	  	 	43	
		 	17.3	  	GST payable	  	 	44	
		 	17.4	  	Variation to GST payable	  	 	44	
			
	 18.
	 	Stamp duty and costs	  	 	44	
				
	 19.
	 	Notices	  		  	 	44	
				
		 	19.1	  	How notice to be given	  	 	44	
		 	19.2	  	When notice taken to be received	  	 	45	
			
	 20.
	 	Interpretation	  	 	45	
			
	 21.
	 	Best and reasonable endeavours	  	 	46	
				
	 22.
	 	General	  		  	 	47	
				
		 	22.1	  	Listing requirements included as law	  	 	47	
		 	22.2	  	Cumulative rights	  	 	47	
		 	22.3	  	Wavier and variation	  	 	47	
		 	22.4	  	Approvals and consents	  	 	47	
		 	22.5	  	Specific performance	  	 	47	
		 	22.6	  	Entire agreement	  	 	47	
		 	22.7	  	Severability	  	 	47	
		 	22.8	  	Further acts and documents	  	 	47	
		 	22.9	  	Counterparts	  	 	47	


  
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		 	22.10	  	Assignment	  	 	48	
		 	22.11	  	Casa may elect a Subsidiary	  	 	48	
		 	22.12	  	Governing law and jurisdiction	  	 	48	
			
	 Schedule 1
	  	NetComm Warranties	  	 	49	
	 1.
	 	Capacity, authority and solvency	  	 	49	
			
	 2.
	 	NetComm Data Room Materials and other information	  	 	49	
			
	 3.
	 	NetComm Provided Information	  	 	50	
			
	 4.
	 	Other representations and warranties	  	 	50	
			
	 Schedule 2
	  	Casa Warranties	  	 	52	
			
	 1.
	 	Capacity, authority and solvency	  	 	52	
			
	 2.
	 	Casa Provided Information	  	 	52	
			
	 3.
	 	Financing	  	 	52	
			
	 4.
	 	FIRB approval	  	 	52	
			
	 5.
	 	Authorisations	  	 	52	
			
	 Attachment 1
	  	Indicative Scheme Timetable	  	 	54	
			
	 Attachment 2
	  	Casa Closing Certificate	  	 	55	
			
	 Attachment 3
	  	NetComm Closing Certificate	  	 	56	
			
	 Attachment 4
	  	Scheme	  	 	57	
			
	 Attachment 5
	  	Deed Poll	  	 	58	


  
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Scheme Implementation Deed 
 Dated 

 
  

Parties 
  

			
		
	Name	  	NetComm Wireless Limited ACN 002 490 486
		
	Address	  	18-20 Orion Road, Lane Cove, New South Wales 2066, Australia
		
	Email	  	chris.last@netcommwireless.com
		
	Contact	  	Company Secretary
		
	Short name	  	NetComm

  

			
		
	Name	  	Casa Systems, Inc.
		
	Address	  	100 Old River Road, Andover, Massachusetts 01810, United States of America
		
	Email	  	scott.bruckner@casa-systems.com
		
	Contact	  	Scott Bruckner
		
	Short name	  	Casa

  
  

Background 
  

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



 

	B.	 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. 


  

 

	1.	 Definitions 



In this Deed: 
 Adviser
means, in relation to an entity, a financier, financial adviser, corporate adviser, legal adviser, or technical or other expert adviser, or consultant who provides advisory services in a professional capacity and who has been engaged by that entity
in connection, directly or indirectly, with the Scheme. 
 Agreed Cash Balance means the amount agreed in writing between the parties
on or about the date of this Deed. 
 ASIC means the Australian Securities and Investments Commission. 

Associate has the meaning given in the Corporations Act. 

  
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 ASX means ASX Limited ABN 98 008 624 691 and, where the context requires, the
financial market that it operates. 
 Authorisation includes any licence, consent, permission, certification, accreditation, approval,
determination, requirement, registration, filing, authorisation, waiver or exemption issued or required by or to be obtained from an Authority or required under any law. 

Authorised Person means, in respect of a person: 
  

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



 

	 	(b)	 an Adviser of the person; and 



 

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



Authority means any: 
  

	 	(a)	 government, government department, government agency or government authority; 



 

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


  

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



 

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



 

	 	ii.	 the rules of any recognised stock or securities exchange. 



Business Day means a weekday on which trading banks are open for business in Sydney, Australia provided that on that day banks are open
for business in Andover, United States of America. 
 Casa Board means the board of directors of Casa. 

Casa Break Fee means $1,609,629. 

Casa Closing Certificate means a certificate in the form of Attachment 2. 

Casa Group means Casa and each of its Related Bodies Corporate and a reference to ‘a member of the Casa Group’ is to Casa
and/or any of its Related Bodies Corporate. 
 Casa Group Member means any member of the Casa Group. 

Casa Provided Information means all information regarding the Casa Group that is provided by or on behalf of Casa to NetComm or any of
NetComm’s Representatives to enable the Scheme Booklet to be prepared and completed in accordance with clause 7.3, and any updates to that information provided by or on behalf of Casa to NetComm or any of its Representatives. 

Casa Warranty means each warranty of Casa set out in Schedule 2. 

Claim means any debt, cause of action, liability, claim, proceeding, suit or demand of any nature howsoever arising and whether present
or future, fixed or unascertained, actual or contingent, whether at law, in equity, under statute or otherwise. 

  
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 Competing Proposal means any expression of interest, proposal, offer, transaction or
arrangement (whether by way of takeover, share acquisition, scheme of arrangement, reverse takeover, synthetic merger, capital reconstruction, acquisition of assets, dual listed structure, or otherwise) which, if the expression of interest,
proposal, offer, transaction or arrangement is entered into or completed substantially in accordance with its terms would result in one or more Third Parties: 
  

	 	(a)	 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; 


  

	 	(b)	 acquiring Control of NetComm; 



 

	 	(c)	 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 


  

	 	(d)	 otherwise directly or indirectly acquiring, or merging with, NetComm, 



or which would otherwise prevent implementation of the Scheme. 

Conditions means the conditions set out in clause 3.1 of this Deed. 

Confidential Information means: 
  

	 	(a)	 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



  

	 	(b)	 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, 



in whatever form. 
 Control
has the meaning given in section 50AA of the Corporations Act. 
 Counter Proposal has the meaning given in clause 14.6.3. 

Corporations Act means the Corporations Act 2001 (Cth). 

Court means the Federal Court of Australia or another court having jurisdiction in relation to the Scheme as agreed between NetComm and
Casa. 
 Deed Poll means the deed poll to be executed by Casa in favour of the Scheme Participants prior to the First Court Date
substantially in the form of Attachment 5 (or in such other form as Casa and NetComm may agree in writing, such agreement not to be unreasonably withheld or delayed). 

Delivery Time means 8:00am on the Second Court Date. 

Dispose means sell, transfer, assign, surrender, declare oneself a trustee of, or part with the benefit of or otherwise dispose of any
property or thing. 
 Due Diligence Material means: 
  

	 	(a)	 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




  
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	 	(b)	 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. 



Effective means the coming into effect, pursuant to section 411(10) of the Corporations Act, of the order of the Court made under
section 411(4)(b) of the Corporations Act in relation to the Scheme. 
 Effective Date means the date on which the Scheme becomes
Effective. 
 End Date means the later of: 
  

	 	(a)	 30 September 2019; or 



 

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



Exclusivity Period means the period on and from the date of this Deed to the earlier of: 

 

	 	(a)	 the date of termination of this Deed; 



 

	 	(b)	 the End Date; and 


  

	 	(c)	 the Effective Date. 



Existing Credit Facilities means bank facilities and other financial accommodation available to the NetComm Group as at the date of this
Deed, the terms and conditions of which (and relevant agreements in relation to which) have been Fairly Disclosed prior to the date of this Deed. 

Fairly Disclosed means an event, matter or circumstance which has been disclosed to Casa or any of its Representatives in sufficient
detail so as to enable a reasonable buyer experienced in transactions similar to the Transaction to identify the nature, substance and scope of the relevant event, matter or circumstance on the NetComm Group. 

FATA means the Foreign Acquisitions and Takeovers Act 1975 (Cth). 

Financing Arrangement has the meaning given in clause 4.7 of Schedule 1. 

FIRB means the Foreign Investment Review Board. 

First Court Date means the first day of hearing of an application made to the Court by NetComm for orders, pursuant to
section 411(1) of the Corporations Act, convening the Scheme Meeting or, if the hearing of such application is adjourned for any reason, means the first day of the adjourned hearing. 

GST means a goods and services tax or similar value added tax levied or imposed under the GST Law. 

  
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 GST Law has the meaning given to it in the A New Tax System (Goods and Services Tax)
Act 1999 (Cth). 
 Implementation Date means the date which is 5 Business Days after the Record Date or such other date as NetComm and
Casa agree in writing, provided that if such date falls on: 
  

	 	(a)	 a Monday; 


  

	 	(b)	 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 


  

	 	(c)	 the day after a U.S. Holiday, 



the ‘Implementation Date’ shall be the next Business Day on which none of (a), (b) or (c) apply. It is understood that the
reference to a ‘day’ in the United States of America shall refer to the day immediately preceding the applicable day in Australia. 

Independent Expert means an independent expert engaged by NetComm in accordance with clause 7.1.4. 

Independent Expert’s Report means the report from the Independent Expert in connection with the Scheme setting out the Independent
Expert’s opinion as to whether or not the Scheme is in the best interests of Shareholders, and any update to such report that the Independent Expert issues prior to the Scheme Meeting. 

Insolvency Event means, in relation to a person, any of the following: 

 

	 	(a)	 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; 


  

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



 

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


  

	 	(d)	 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; 


  

	 	(e)	 court making an order for the winding up of the person; 



 

	 	(f)	 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; 


  

	 	(g)	 the person executes a deed of company arrangement; 



 

	 	(h)	 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 


  

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


 Listing Rules means the official listing rules of ASX or NASDAQ (as appropriate)
and as amended, waived or modified from time to time. 

  
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 Losses means all Claims, demands, damages, losses, costs, expenses and liabilities
(including but not limited to all legal costs and attorney’s fees on a full indemnity basis). 
 Material Adverse Change means
any event, occurrence, circumstance, change, matter, condition or thing which, individually or when aggregated with other such events, occurrences, circumstances, changes, matters, conditions or things, has had or would be reasonably likely to have
the effect of reducing: 
  

	 	(a)	 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 


  

	 	(b)	 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%, 


 provided that any events which (i) have
occurred after the date of this Deed but prior to the Delivery Time, (ii) have a positive effect on the consolidated net assets or revenue of the NetComm Group, and (iii) are the result of actions undertaken by the NetComm Group in good
faith and in the ordinary course of business (and, for the avoidance of doubt, not for the sole or predominant purpose of off-setting (in whole or in part) the impact of any other event that may cause or contribute to a Material Adverse Change), are
taken into account in calculating whether a threshold in paragraph (a) or (b) has been reached, and in each case other than an event, occurrence, circumstance, change, matter, condition or thing: 

 

	 	(c)	 to the extent that it was Fairly Disclosed in: 



 

	 	i.	 the Due Diligence Material; or 



 

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



 

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


  

	 	(e)	 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);



  

	 	(f)	 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; 


  

	 	(g)	 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 


  

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



  
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 Material Contract means the contracts agreed in writing between the parties on or
about the date of this Deed. 
 NetComm Board means the board of the NetComm Directors. 

NetComm Break Fee means $1,609,629. 

NetComm Closing Certificate means a certificate in the form of Attachment 3. 

NetComm Director means a director of NetComm. 

NetComm Group means NetComm and its Subsidiaries. 

NetComm Group Member means any member of the NetComm Group. 

NetComm LTIP means NetComm’s Long Term Incentive Plan approved on 18 November 2015 by ordinary resolution of the Shareholders.

 NetComm Prescribed Occurrence means the occurrence of any of the following events: 

 

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



  

	 	(b)	 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; 


  

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



  

	 	i.	 enters into a buy-back agreement; or 



 

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



 

	 	(d)	 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); 


  

	 	(e)	 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; 


  

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



  

	 	(g)	 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; 


  

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



 

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



  
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	 	(j)	 any NetComm Group Member: 



 

	 	i.	 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; 


  

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



  

	 	iii.	 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, 



other than: 
  

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


  

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



  

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



 

	 	vii.	 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 


  

	 	viii.	 as required by law; or 



 

	 	(k)	 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, 



other than an event: 
  

	 	(l)	 required by law or Authority; 



 

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


  

	 	(n)	 to which Casa has provided its prior written consent; 



 

	 	(o)	 Fairly Disclosed in the Due Diligence Material; or 



 

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


 NetComm Provided Information means all written information to be included in the Scheme Booklet, and any
updates to that information, which has been prepared by or on behalf of NetComm in accordance with clause 7.1.14, other than the Casa Provided Information and any information solely derived from, or prepared solely in reliance on, the Casa
Provided Information. 
 NetComm Warranty means each warranty of NetComm set out in Schedule 1. 

Permitted Bid has the meaning given in clause 13.3.2. 

  
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 PPSR means the register of security interests maintained in accordance with the
Personal Property Securities Act 2009 (Cth) or similar register maintained under New Zealand law. 
 Public Announcement means
the joint public announcement to be made by Casa and NetComm including the information set out in clause 10.1 and clause 10.2 and otherwise in a form agreed in writing by the parties. 

Recipient has the meaning given in clause 17.3. 

Record Date means 7:00 pm on the third Business Day following the Effective Date or such other date after the Effective Date as Casa and
NetComm agree in writing. 
 Register means the register of Shares kept by or on behalf of NetComm. 

Regulatory Guides means all regulatory guides published by ASIC and in force at the date of this Deed. 

Related Body Corporate has the meaning given to that term in the Corporations Act. 

Relevant Circumstance means the circumstances agreed in writing between the parties on or about the date of this Deed. 

Relevant Interest has the meaning given to that term by sections 608 and 609 of the Corporations Act. 

Relevant Notice has the meaning given to that term in clause 14.6.1(f). 

Relevant Period has the meaning given in clause 8.1. 

Representatives means in respect of a party, any person acting for or on behalf of that party (including any Related Body Corporate of
that party, and any director, officer, employee, agent, affiliate, contractor or Adviser of that party or its Related Bodies Corporate). 

Rival Acquirer has the meaning given in clause 14.6.1(g). 

Scheme means the scheme of arrangement pursuant to Part 5.1 of the Corporations Act proposed between NetComm and the Shareholders, in
the form of Attachment 4, together with any alterations or conditions made or required pursuant to sub-section 411(6) of the Corporations Act and agreed or consented to in writing by NetComm and Casa. 

Scheme Booklet means the scheme booklet prepared by NetComm in relation to the Scheme in accordance with clause 7.3, in a form agreed
between the parties (acting reasonably) to be despatched to all Shareholders which must include or be accompanied by: 
  

	 	(a)	 a copy of the Scheme; 



 

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


  

	 	(c)	 the Independent Expert’s Report; 



 

	 	(d)	 a copy or summary of this Deed; 



 

	 	(e)	 a copy of the executed Deed Poll; 



 

	 	(f)	 a notice of meeting; and 



 

	 	(g)	 a proxy form. 



  
 page 9 














 



 
  

 Scheme Consideration means the consideration to be provided to Scheme Participants
under the terms of the Scheme for the transfer of their Scheme Shares to Casa. 
 Scheme Meeting means the meeting or meetings of
Shareholders ordered by the Court in relation to the Scheme to be convened pursuant to Section 411(1) of the Corporations Act. 

Scheme Participant means a Shareholder on the Record Date. 

Scheme Resolution means the resolution to be put to Shareholders to approve the Scheme. 

Scheme Shares means all Shares held by Shareholders as at the Record Date. 

Second Court Date means the first day of hearing of an application made to the Court by NetComm for orders pursuant to

section 411(4)(b) of the Corporations Act approving the Scheme or, if the hearing of such application is adjourned for any reason, means the first day of the adjourned hearing. 

Security Interest means: 
  

	 	(a)	 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); 


  

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


  

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



Share means a fully paid ordinary share issued in the capital of NetComm. 

Share Registry means Link Market Services Limited of Level 12, 680 George Street, Sydney, NSW 2000. 

Share Appreciation Right or SARs has the meaning given in the NetComm LTIP. 

Shareholder means each person who is registered in the Register as the holder of Shares. 

Standstill Period means a period of 6 months from the end of the Exclusivity Period. 

Subsidiary has the meaning given in the Corporations Act. 

Superior Proposal means a bona fide written Competing Proposal that the NetComm Board determines, acting reasonably and in good faith
and after receiving written advice from its financial and legal Advisers, would, if the Competing Proposal is completed substantially in accordance with its terms, be more favourable to Shareholders (as a whole) than the Transaction, taking into
account all aspects of the Competing Proposal, including but not limited to: 
  

	 	(a)	 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); 



  
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	 	(b)	 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 


  

	 	(c)	 the likely timing required to implement or complete the Competing Proposal. 



Supplier has the meaning given in clause 17.3. 

Takeovers Panel means the panel established by Part 10 of the Australian Securities and Investment Commission Act 2001 (Cth).

 Third Party means any of the following: 
  

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



 

	 	(b)	 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. 


 Timetable means the indicative timetable for the
implementation of the Scheme a copy of which is Attachment 1 to this Deed. 
 Transaction means the proposed transactions pursuant to
which Casa will acquire the Scheme Shares under the Scheme, in consideration for the provision of the Scheme Consideration and any action to be undertaken pursuant to, or in connection with, a Transaction Document. 

Transaction Document means each of: 
  

	 	(a)	 this Deed; 


  

	 	(b)	 the Scheme; 


  

	 	(c)	 the Deed Poll; and 


  

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


 Treasurer means the Treasurer of the Commonwealth of Australia. 

 
  

	2.	 Agreement to proceed with the Scheme 



 

	2.1	 NetComm to propose the Scheme 



NetComm agrees to propose and implement the Scheme in accordance with and subject to the terms and conditions of this Deed. 

 

	2.2	 Casa to assist 



Casa agrees to assist NetComm to implement the Scheme in accordance with and subject to the terms and conditions of this Deed. 

  
 page 11 














 



 
  

  

	3.	 Conditions 


  

	3.1	 Conditions 



The Scheme will not become Effective until, and the obligations of NetComm and Casa to implement the Scheme are not binding until, each of the
following Conditions have been satisfied or waived in accordance with this clause 3: 
  

	 	3.1.1	 FIRB: on or before the Delivery Time, either: 



 

	 	(a)	 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



  

	 	(b)	 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. 


  

	 	3.1.2	 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. 



 

	 	3.1.3	 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. 


  

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


  

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


  

	 	3.1.6	 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. 



 

	 	3.1.7	 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. 



 

	 	3.1.8	 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; 


  

	 	3.1.9	 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. 



  
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	 	3.1.10	 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. 


  

	 	3.1.11	 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. 


  


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


  

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


  

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



  

	3.2	 Waiver of Conditions 



 

	 	3.2.1	 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. 


  

	 	3.2.2	 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. 


  

	 	3.2.3	 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. 


  

	 	3.2.4	 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. 


  

	 	3.2.5	 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. 


  

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


  

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


  

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


  

	3.3	 Best endeavours 



Without prejudice to any other obligations of the parties under this Deed: 

 

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



  
 page 13 














 



 
  


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


  

	 	(b)	 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, 



but in each case only to the extent within their respective power and control; and 

 

	 	3.3.2	 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, 



and for the purposes of this clause 3.3, the “best endeavours” of either NetComm or Casa will require that party to (among other
things): 
  

	 	3.3.3	 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; 


  

	 	3.3.4	 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; 


  

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



  

	 	3.3.6	 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; 


  

	 	3.3.7	 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; 


  

	 	3.3.8	 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 


  

	 	3.3.9	 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. 


  

	3.4	 Notifications 



Each of NetComm and Casa must: 

  
 page 14 














 



 
  


	 	3.4.1	 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; 


  

	 	3.4.2	 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 


  

	 	3.4.3	 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. 



 

	3.5	 Termination on failure of Conditions 



 

	 	3.5.1	 If: 


  

	 	(a)	 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 


  

	 	(b)	 the Scheme has not become Effective by the End Date, 



either Casa or NetComm may serve notice on the other party, and Casa and NetComm must then consult in good faith with a view to determining
whether: 
  

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



 

	 	(d)	 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



  

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



 

	 	3.5.2	 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. 


  

	 	3.5.3	 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. 



 

	 	3.5.4	 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




  
 page 15 














 



 
  


	 	
the Court’s discretion in that section, provided the party has in good faith formed the view that the prospect of the Court exercising its discretion in that way is reasonable. If approval
is given, the Condition in clause 3.1.5 is deemed to be satisfied for all purposes. 

  

	3.6	 Interpretation 



For the purposes of this clause 3, a Condition will be incapable of satisfaction, or incapable of being satisfied if: 

 

	 	3.6.1	 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 



 

	 	3.6.2	 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). 


  

 

	4.	 Outline of the Scheme 



NetComm and Casa agree that: 
  

	 	4.1.1	 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; 


  

	 	4.1.2	 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; 


  

	 	4.1.3	 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 


  

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



  

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



  

	 	(b)	 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. 


  

 

	5.	 Timetable 


  

	 	5.1.1	 Subject to clause 5.1.2, each party must: 



 

	 	(a)	 use their best endeavours; 



  
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	 	(b)	 commit reasonably necessary resources; and 



 

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


 to perform its obligations as set out in this Deed and take all necessary steps and exercise all
rights necessary to implement the Scheme in accordance with the Timetable. 
  

	 	5.1.2	 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. 


  

	 	5.1.3	 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. 


  

	 	5.1.4	 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. 



 
  

	6.	 Provision of Scheme Consideration 



 

	6.1	 Provision of Scheme Consideration 



 

	 	6.1.1	 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). 


  

	 	6.1.2	 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. 



 

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



 

	 	(a)	 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 


  

	 	(b)	 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. 



  
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	 	6.1.4	 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. 



 

	 	6.1.5	 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: 


  

	 	(a)	 each Scheme Participant will receive the Scheme Consideration; and 



 

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



 

	6.2	 Joint holders 



In the case of Scheme Shares held in joint names, any Scheme Consideration will be taken to be paid to the joint holders upon payment to the
holder whose name appears first in the Register as at the Record Date. 
  
  


	7.	 Implementation of the Scheme 



 

	7.1	 NetComm’s obligations in respect of the Scheme 



NetComm must take all steps reasonably necessary to propose and implement the Scheme as soon as is reasonably practicable after the date of
this Deed and otherwise substantially in accordance with the Timetable, and in particular, NetComm must: 
  

	 	7.1.1	 (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; 


  

	 	7.1.2	 (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); 


  

	 	7.1.3	 (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; 



 

	 	7.1.4	 (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; 



 

	 	7.1.5	 (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); 



  
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	 	7.1.6	 (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; 


  

	 	7.1.7	 (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: 


  

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



  

	 	(b)	 Casa, 



and liaise with ASIC in relation to the draft Scheme Booklet and keep Casa reasonably and promptly informed of any matters raised by ASIC in
relation to the Scheme Booklet (and of any resolution of those matters), and use its best endeavours, in co-operation with Casa, to resolve any such matters; 

 

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



 

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



  

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



or, in the event that ASIC does not produce such items, NetComm must use its best endeavours to satisfy the Court that the Scheme has not been
proposed for the purpose of enabling any person to avoid the operation of any of the provisions of Chapter 6 of the Corporations Act; 
  

	 	7.1.9	 (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; 



 

	 	7.1.10	 (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); 



 

	 	7.1.11	 (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; 



 

	 	7.1.12	 (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;



  

	 	7.1.13	 (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; 



  
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	 	7.1.14	 (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:



  

	 	(a)	 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 


  

	 	(b)	 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;



  

	 	7.1.15	 (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;



  

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


  

	 	7.1.17	 (promote Transaction) 



 

	 	(a)	 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 


  

	 	(b)	 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; 



 

	 	7.1.18	 (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; 


  

	 	7.1.19	 (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; 



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



 

	 	(a)	 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; 


  

	 	(b)	 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; 


  

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



  

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


  

	 	(e)	 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; 


  

	 	7.1.21	 (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; 


  

	 	7.1.22	 (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; 


  

	 	7.1.23	 (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; 



 

	 	7.1.24	 (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;



  

	 	7.1.25	 (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 


  

	 	7.1.26	 (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). 



 

	7.2	 Casa’s obligations in respect of the Scheme 



Casa must take all steps reasonably necessary to assist NetComm to propose and implement the Scheme as soon as is reasonably practicable after
the date of this Deed and otherwise substantially in accordance with the Timetable, and in particular Casa must: 

  
 page 21 














 



 
  


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


  

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


  

	 	7.2.3	 (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; 


  

	 	7.2.4	 (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; 


  

	 	7.2.5	 (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; 



 

	 	7.2.6	 (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; 


  

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



 

	 	7.2.8	 (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; 


  

	 	7.2.9	 (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); 


  

	 	7.2.10	 (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; 



 

	 	7.2.11	 (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; 


  

	 	7.2.12	 (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; 


  

	 	7.2.13	 (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 


  

	 	7.2.14	 (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). 



  
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	7.3	 Preparation of Scheme Booklet 



 

	 	7.3.1	 (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. 


  

	 	7.3.2	 (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. 


  

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


  

	 	(a)	 the terms of the Scheme; 



 

	 	(b)	 the Casa Provided Information; 



 

	 	(c)	 the NetComm Provided Information; 



 

	 	(d)	 the notice of Scheme Meeting; 



 

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



 

	 	(f)	 a copy of the executed Deed Poll; 



 

	 	(g)	 the Independent Expert’s Report; 



 

	 	(h)	 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 


  

	 	(i)	 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. 


  

	 	7.3.4	 (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. 



  
 page 23 














 



 
  


	 	7.3.5	 (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. 


  

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


  

	 	(a)	 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; 


  

	 	(b)	 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 


  

	 	(c)	 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. 



 

	7.4	 Removal of NetComm from the official list of ASX 



If directed by Casa in writing, NetComm must take all steps necessary for NetComm to be removed from the official list of ASX on the day
immediately following the Implementation Date, including by lodging a request for removal with ASX prior to the Implementation Date. 
  

	7.5	 Court representation 



 

	 	7.5.1	 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. 



 

	 	7.5.2	 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. 


  

	7.6	 Dispute as to Scheme Booklet 



If, after a reasonable period of consultation, the parties, each acting reasonably and in good faith, are unable to agree on the form or
content of the Scheme Booklet, then: 
  

	 	7.6.1	 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




  
 page 24 














 



 
  


	 	7.6.2	 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. 


  

	7.7	 Reconstitution of NetComm Board 



With effect on and from the Implementation Date, but subject to Casa having provided the Scheme Consideration in accordance with this Deed,
NetComm must: 
  

	 	7.7.1	 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 


  

	 	7.7.2	 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. 


  
  

	8.	 Conduct of business 



 

	8.1	 Conduct of business 



From the date of this Deed up to and including the earlier of the Implementation Date and the date this Deed is terminated (Relevant Period),
NetComm must: 
  

	 	8.1.1	 procure that each member of the NetComm Group: 



 

	 	(a)	 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);



  

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



  

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


  

	 	(d)	 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); 



 

	 	(e)	 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 



  
 page 25 














 



 
  


	 	(f)	 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. 


  

	 	8.1.2	 ensure that no member of the NetComm Group: 



 

	 	(a)	 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; 



 

	 	(b)	 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; 


  

	 	(c)	 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; 



 

	 	(d)	 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; 


  

	 	(e)	 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; 


  

	 	(f)	 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; 



 

	 	(g)	 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); 


  

	 	(h)	 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; 



 

	 	(i)	 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; 



 

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




  
 page 26 














 



 
  


	 	(k)	 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); 


  

	 	(l)	 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; 


  

	 	(m)	 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;



  

	 	(n)	 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; 



 

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



  

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


  

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



  

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



 

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


  

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



 

	 	8.1.3	 ensure that no NetComm Prescribed Occurrence occurs; 



 

	 	8.1.4	 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: 


  

	 	(a)	 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 


  

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


  

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


  

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


  

	 	(b)	 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 



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



  

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



 except to the extent that any action undertaken by NetComm relates to any matter or event: 

 

	 	8.1.7	 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; 


  

	 	8.1.8	 for which Casa has provided its prior written consent; 



 

	 	8.1.9	 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; 


  

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



 

	 	8.1.11	 which is Fairly Disclosed in the Due Diligence Material; 



 

	 	8.1.12	 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 


  

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


  

	8.2	 Access 



During the Relevant Period, NetComm must, as soon as reasonably practicable following any written request made by Casa, provide Casa and its
Representatives with reasonable access: 
  

	 	8.2.1	 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 


  

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



 in each case which Casa reasonably requires for the purposes of: 

 

	 	8.2.3	 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); 


  

	 	8.2.4	 implementing the Scheme; 



 

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


  

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



 provided in every case that such provision or access does not place an unreasonable burden on the ability of NetComm to
run its business, or breach any law or regulation. 

  
 page 28 














 



 
  


	8.3	 Change of control 



 

	 	8.3.1	 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). 


  

	 	8.3.2	 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: 


  

	 	(a)	 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; 


  

	 	(b)	 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 



 

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


  

	 	8.3.3	 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. 


  

	8.4	 Existing financing and security 



During the Relevant Period, NetComm must cooperate with, and undertake all steps reasonably required or requested by Casa in connection with
any Existing Credit Facility of the NetComm Group as may be required in connection with the Transaction, including: 
  

	 	8.4.1	 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 


  

	 	8.4.2	 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. 



 

	8.5	 Limits on NetComm obligations 



The obligations in clause 8.2 do not require NetComm to: 
  

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


  

	 	8.5.2	 provide any commercially sensitive or competitive information; or 



 

	 	8.5.3	 breach an obligation of confidentiality to any person. 



  
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	8.6	 Confidentiality 



 

	 	8.6.1	 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. 


  

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



  

	 	(a)	 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; 


  

	 	(b)	 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; 


  

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



  

	 	(d)	 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; 


  

	 	(e)	 to the Independent Expert; 



 

	 	(f)	 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; 


  

	 	(g)	 with the prior written approval of the other party; or 



 

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


  
  

 

	9.	 Releases and NetComm Directors’ and officers’ insurance 



 

	9.1	 NetComm Representatives 



 

	 	9.1.1	 Casa: 


  

	 	(a)	 releases its rights; and 



 

	 	(b)	 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, 


 against any of NetComm’s Representatives as at the date of this
Deed and from time to time in connection with: 
  

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




  
 page 30 














 



 
  


	 	(d)	 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 


  

	 	(e)	 any failure by NetComm or its Representatives to provide information, 



whether current or future, known or unknown, arising at common law, in equity, under statute or otherwise, except where a NetComm
Representative has engaged in fraud. For the avoidance of doubt, nothing in this clause 9.1.1 limits Casa’s rights to terminate this Deed under clause 16. 
  

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



  

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



  

	9.2	 Casa Representatives 



 

	 	9.2.1	 NetComm: 


  

	 	(a)	 releases its rights; and 



 

	 	(b)	 agrees with Casa that it will not make any claim, 



against any of Casa’s Representatives as at the date of this Deed and from time to time in connection with: 

 

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



  

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


  

	 	(e)	 any failure by Casa or its Representatives to provide information, 



whether current or future, known or unknown, arising at common law, in equity, under statute or otherwise, except where a Casa Representative
has engaged in fraud. For the avoidance of doubt, nothing in this clause 9.2.1 limits NetComm’s rights to terminate this Deed under clause 16. 
  

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



  

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



  

	9.3	 NetComm Directors’ and officers’ insurance 



Subject to the Scheme becoming Effective, NetComm undertakes that it will, subject to the approval by Casa of the premium payable (such
approval not to be unreasonably withheld), in respect of all NetComm Directors pay directors’ and officers’ insurance for a period of seven (7) years from the retirement date of each NetComm Director and for the benefit of each
NetComm Director on commercially reasonable terms that are consistent with the terms of its existing directors’ and officers’ insurance policy and substantially in accordance with NetComm’s existing obligations under each access and
indemnity deed in place for each relevant NetComm Director at the date of this Deed. Such policy shall include a term that the policy cannot be cancelled unless the insured persons each consent in writing to the cancellation. 

  
 page 31 














 



 
  

  
  

	10.	 NetComm Board recommendations and intentions 



 

	10.1	 NetComm Board recommendation 



 

	 	10.1.1	 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. 


  

	 	10.1.2	 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. 


  

	 	10.1.3	 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. 



 

	 	10.1.4	 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: 



 

	 	(a)	 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 


  

	 	(b)	 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, 


 and in each case NetComm has complied with the
obligations imposed on it under clause 14. 
  

	10.2	 NetComm Director intentions 



 

	 	10.2.1	 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. 



 

	 	10.2.2	 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: 


  

	 	(a)	 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 



  
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	 	(b)	 does not change that voting intention, 



unless there has been a change of recommendation permitted by clause 10.1. 

 
  
  

	11.	 Public announcements and communications 



 

	11.1	 Announcement of Scheme 



As soon as practicable after the execution of this Deed, NetComm and Casa will issue the Public Announcement. 

 

	11.2	 Public announcements 



Where a party is required by applicable law or other applicable requirement (including the rules or requirements of a securities exchange on
which the relevant party is listed) to make any announcement or to make any disclosure in connection with this Deed (including its termination) or the Scheme, it may do so only after it has given the other party as much notice as is reasonably
practicable in the context of any deadlines imposed by law or other applicable requirement (including the rules or requirements of a securities exchange on which the relevant party is listed), but in any event prior notice, and has, to the extent
reasonably practicable, consulted with the other party as to (and has given the other party a reasonable opportunity to comment on) the form and content of that announcement or disclosure. Nothing in this clause requires the giving of prior notice
or the taking of any action if doing so would lead to a party breaching an applicable law or other applicable requirement of an Authority. 
  

 
  

	12.	 Warranties 


  

	12.1	 Warranties by NetComm 



 

	 	12.1.1	 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. 


  

	 	12.1.2	 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. 


  

	12.2	 Warranties by Casa 



Casa represents and warrants to NetComm that each Casa Warranty is true and correct at the date of this Deed until (and including) the Second
Court Date, unless a Casa Warranty is stated to be given at a specified time (in which case, Casa represents and warrants to NetComm that each such Casa Warranty is true and correct at that time). 

 

	12.3	 Reliance by parties 



Each party acknowledges that: 
  

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



  
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	 	12.3.2	 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. 


  

	12.4	 Indemnity 


  

	 	12.4.1	 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. 



 

	 	12.4.2	 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. 



 

	12.5	 Status of representations and warranties 



Each representation and warranty in this clause 12: 
  

	 	12.5.1	 is severable; 


  

	 	12.5.2	 will survive the termination of this Deed; and 



 

	 	12.5.3	 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. 


  

	12.6	 Status and enforcement of indemnities 



 

	 	12.6.1	 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. 


  

	 	12.6.2	 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. 


  

	12.7	 Notifications 



Each party will promptly advise the other party in writing if it becomes aware of any fact, matter or circumstance that constitutes or may
constitute a breach of any of the warranties given by it under this clause 12. 
  

 
  

	13.	 Standstill 


  

	13.1	 Standstill 



Subject to clause 13.3, other than as consented to by NetComm, Casa must not, and must procure that each of its Related Bodies Corporate (alone
or with others) do not, during the Standstill Period, in any manner: 
  

	 	13.1.1	 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: 


  

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




  
 page 34 














 



 
  


	 	(b)	 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 


  

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



 

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



 

	 	13.1.4	 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. 


  

	13.2	 No existing interest 



Casa represents and warrants that, as at the date of this Deed, neither it, nor any of its Associates has any interest in NetComm of a nature
set out in clause 13.1. 
  

	13.3	 Exceptions to standstill 



 

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


  

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


  

	 	(a)	 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: 



 

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



  

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



  

	 	(iii)	 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. 


  

	 	(b)	 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 


  

	 	(c)	 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. 



  
 page 35 














 



 
  

  
  

	14.	 Exclusivity 


  

	14.1	 No existing discussions 



Other than in relation to the discussions with Casa in connection with the Transaction and this Deed, NetComm represents and warrants to Casa
that, as at the date of this Deed: 
  

	 	14.1.1	 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 


  

	 	14.1.2	 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. 



 

	14.2	 No-shop 



During the Exclusivity Period, NetComm must not, and must ensure that its Related Bodies Corporate and their respective Authorised Persons do
not, directly or indirectly solicit, invite, initiate or encourage any Competing Proposal or any enquiries, proposals, discussions or negotiations with any third party in relation to (or that could reasonably be expected to lead to) a Competing
Proposal, or communicate any intention to do any of these things. 
  

	14.3	 No-talk 



Subject to clause 14.7, during the Exclusivity Period, NetComm must not, and must ensure that its Related Bodies Corporate and their respective
Authorised Persons do not, directly or indirectly: 
  

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



  

	 	14.3.2	 communicate any intention to do any of these things, 



in relation to (or which may reasonably be expected to lead to) a Competing Proposal, even if that Competing Proposal was not directly or
indirectly solicited, encouraged or initiated by NetComm or any of its Related Bodies Corporate, or a person has publicly announced the Competing Proposal. 
  

	14.4	 No due diligence 



Subject to clause 14.7, during the Exclusivity Period, except with the prior written consent of Casa, NetComm must not, and must ensure that
its Related Bodies Corporate and their respective Authorised Persons do not, directly or indirectly: 
  

	 	14.4.1	 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 


  

	 	14.4.2	 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, 



  
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 unless strictly required as a result of the operation of clause 14.7, provided always that:

  

	 	14.4.3	 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 


  

	 	14.4.4	 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. 


  

	14.5	 Notification of approaches 



 

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



 

	 	(a)	 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: 


  

	 	(i)	 the fact that such an approach has been made; 



 

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



  

	 	(iii)	 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 


  

	 	(b)	 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. 


 A variation to a previous approach or proposal is taken to be a new approach
or proposal for the purposes of this clause. 
  

	 	14.5.2	 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. 


  

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



 

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



  

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



 

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


 NetComm: 

  
 page 37 














 



 
  


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


  

	 	(d)	 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, 



until each of the following has occurred: 
  

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



  

	 	(f)	 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; 



 

	 	(g)	 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); 



 

	 	(h)	 the rights under clause 14.6.3 have been exhausted; and 



 

	 	(i)	 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). 


  

	 	14.6.2	 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. 


  

	 	14.6.3	 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. 



 

	 	14.6.4	 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. 


  

	 	14.6.5	 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. 



  
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	14.7	 Fiduciary out 



The restrictions in clauses 14.3, 14.4.1 and 14.4.2 do not apply to the extent they restrict NetComm or any NetComm Director from taking or
refusing to take any action with respect to a Competing Proposal (in relation to which there has been no contravention of this clause 14) provided that the NetComm Board has determined in good faith and acting reasonably after: 

 

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


  

	 	14.7.2	 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. 


  
  

 

	15.	 Break Fee 


  

	15.1	 Background 


  

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



  

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



  

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


  

	 	15.1.2	 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. 


  

	 	15.1.3	 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. 


  

	 	15.1.4	 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. 


  

	 	15.1.5	 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 


  

	15.2	 Costs incurred by Casa 



 

	 	15.2.1	 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: 


  

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




  
 page 39 














 



 
  


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


  

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



 

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



in each case, incurred by Casa or NetComm directly or indirectly as a result of having entered into this Deed and pursuing the Transaction.

  

	 	15.2.2	 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. 


  

	15.3	 Payment by NetComm to Casa 



 

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



  

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



 

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



 

	 	(ii)	 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, 


  

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


  

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



and do not, within 3 Business Days (or any shorter period ending at 5:00 pm on the last Business Day before the Second Court Date), reinstate
their recommendation of the Scheme, except: 
  

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



 

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



  

	 	(b)	 (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: 



 

	 	(i)	 completes a Superior Proposal; or 



 

	 	(ii)	 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; 



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



  

	 	15.3.2	 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. 


  

	 	15.3.3	 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. 


  

	 	15.3.4	 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). 


  

	15.4	 Payment by Casa to NetComm 



 

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


  

	 	15.4.2	 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. 


  

	 	15.4.3	 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). 


  

	 	15.4.4	 Notwithstanding any other provision of this Deed: 



 

	 	(a)	 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 


  

	 	(b)	 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.



  

	15.5	 Survival 



This clause 15 survives the termination of this Deed. 
  

 

	16.	 Termination 


  

	16.1	 Termination if the Scheme is not implemented by the End Date 



This Deed terminates if the Scheme is not implemented by midnight on the End Date. 

 

	16.2	 Termination by Casa 



 

	 	16.2.1	 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: 



  
 page 41 














 



 
  


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



 

	 	(b)	 midnight at the end of the day before the Second Court Date. 



 

	 	16.2.2	 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: 


  

	 	(a)	 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, 


  

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


  

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



and do not, within 3 Business Days (or any shorter period ending at 5:00 pm on the last Business Day before the Second Court Date), reinstate
their recommendation of the Scheme. 
  

	 	16.2.3	 Casa may terminate this Deed in accordance with clause 3.5. 



 

	16.3	 Termination by NetComm 



 

	 	16.3.1	 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: 


  

	 	(a)	 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; 


  

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


  

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



provided that: 
  

	 	(d)	 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 


  

	 	(e)	 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. 


  

	 	16.3.2	 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: 


  

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



 

	 	(b)	 midnight at the end of the day before the Second Court Date. 



  
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	 	16.3.3	 NetComm may terminate this Deed in accordance with clause 3.5. 



 

	16.4	 Proviso 



For the purposes of this clause 16, “proviso” means that the terminating party has given notice to the other party setting out
the relevant circumstances and stating an intention to terminate this Deed. 
  

	16.5	 Effect of termination 



In the event of termination of this Deed by either NetComm or Casa pursuant to clause 13.3.2(c) or clauses 16.1, 16.2 or 16.3, this Deed will
have no further force or effect and the parties will have no further obligations under this Deed, provided that: 
  

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



 

	 	16.5.2	 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 


  

	 	16.5.3	 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. 


  

	16.6	 Remedies 



The parties acknowledge that damages may not be a sufficient remedy for breach of this Deed. Specific performance, injunctive relief or any
other remedies which would otherwise be available in equity or law are available as a remedy for a breach or threatened breach of this Deed by any party, notwithstanding the ability of the other party to terminate this Deed or seek damages for such
a breach or threatened breach or to demand payment of the Casa Break Fee or NetComm Break Fee. 
  

 
  

	17.	 GST 


  

	17.1	 Interpretation 



The parties agree that: 
  

	 	17.1.1	 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; 


  

	 	17.1.2	 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 


  

	 	17.1.3	 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. 


  

	17.2	 Reimbursements and similar payments 



Any payment or reimbursement required to be made under this Deed or any other Transaction Document that is calculated by reference to a cost,
expense, or other amount paid or incurred will be limited to the total cost, expense or amount less the amount of any input tax credit to which an entity is entitled for the acquisition to which the cost, expense or amount relates. 

  
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	17.3	 GST payable 



If GST is payable in relation to a supply made under or in connection with this Deed or any other Transaction Document then any party
(Recipient) that is required to provide consideration to another party (Supplier) for that supply must pay an additional amount to the Supplier equal to the amount of that GST at the same time as other consideration is to be provided
for that supply or, if later, within 5 Business Days of the Supplier providing a valid tax invoice to the Recipient. 
  

	17.4	 Variation to GST payable 



If the GST payable in relation to a supply made under or in connection with this Deed or any other Transaction Document varies from the
additional amount paid by the Recipient under clause 17.3 then the Supplier will provide a corresponding refund or credit to, or will be entitled to receive the amount of that variation from, the Recipient. Any ruling, advice, document or other
information received by the Recipient from the Australian Taxation Office in relation to any supply made under this Deed or any other Transaction Document shall be conclusive as to the GST payable in relation to that supply. Any payment, credit or
refund under this paragraph is deemed to be a payment, credit or refund of the additional amount payable under clause 17.3. 
  

 

	18.	 Stamp duty and costs 



 

	 	18.1.1	 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. 


  

	 	18.1.2	 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. 


  

 

	19.	 Notices 


  

	19.1	 How notice to be given 



Each communication (including each notice, consent, approval, request and demand) under or in connection with this Deed: 

 

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



 

	 	19.1.2	 must be in writing; 


  


	 	19.1.3	 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); 


  

	 	19.1.4	 (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; 


  

	 	19.1.5	 (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 



  
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	 	19.1.6	 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. 


  

	19.2	 When notice taken to be received 



Each communication (including each notice, consent, approval, request and demand) under or in connection with this Deed is taken to be received
by the addressee: 
  

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


  

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


  

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



 

	 	19.2.4	 (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, 



but if the communication would otherwise be taken to be received on a day that is not a Business Day or after 5:00 pm in its place of receipt,
it is taken to be received at 9:00 am on the next Business Day in its place of receipt. 
  

 

	20.	 Interpretation 



 

	20.1	 In this Deed, unless expressed to the contrary: 



 

	 	20.1.1	 words denoting the singular include the plural and vice versa; 



 

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



 

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


  

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



  

	 	20.1.5	 a reference to: 


  

	 	(a)	 a gender includes all other genders; 



 

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


  

	 	(c)	 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; 


  

	 	(d)	 writing includes writing in digital form; 



 

	 	(e)	 ‘this Deed ‘ is to this Deed as amended from time to time; 



 

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




  
 page 45 














 



 
  


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



  

	 	(h)	 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); 


  

	 	(i)	 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; 


  

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



  

	 	(k)	 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 


  

	 	(l)	 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. 



 

	20.2	 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. 


  

	20.3	 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. 


  

 

	21.	 Best and reasonable endeavours 



Any provision of this Deed which requires a party to use best endeavours or all reasonable endeavours to procure that something is performed or
occurs or does not occur does not include any obligation to: 
  

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



 

	 	(b)	 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: 


  

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



  

	 	(ii)	 immaterial expenses or costs, including costs of advisers, 



to procure the relevant thing (except, in each case, in circumstances that are commercially onerous or unreasonable in the context of this
Deed); or 
  

	 	(c)	 commence or defend any legal action or proceeding against any person, 



except, in each case, where that provision expressly specifies otherwise and, for the avoidance of doubt, that party will not breach the
relevant provision requiring the use of best or all reasonable endeavours where the party does not procure that the thing is performed or occurs or does not occur as a result of matters outside the control or influence of the party. 

  
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	22.	 General 


  

	22.1	 Listing requirements included as law 



A listing rule or operating rule of a financial market or of a clearing and settlement facility will be regarded as a law, and a reference to
such a rule is to be taken to be subject to any waiver or exemption granted to the compliance of those rules by a party. 
  

	22.2	 Cumulative rights 



The rights, powers and remedies of a party under this Deed are cumulative with the rights, powers or remedies provided by law independently of
this Deed. 
  

	22.3	 Wavier and variation 



A provision or a right under this Deed may not be waived except in writing signed by the party granting the waiver, or varied except in writing
signed by each of the parties. 
  

	22.4	 Approvals and consents 



Unless this Deed expressly provides otherwise, a consent under this Deed may be given conditionally or unconditionally, or withheld, in the
absolute discretion of the party entitled to give the consent and to be effective must be given in writing. 
  

	22.5	 Specific performance 



The parties acknowledge that monetary damages alone would not be adequate compensation for a breach by any party of an obligation under this
Deed and that specific performance of that obligation is an appropriate remedy. 
  

	22.6	 Entire agreement 



The Transaction Documents constitute the entire agreement between the parties in relation to their subject matter and supersede all previous
agreements and understandings between the parties in relation to their subject matter. 
  

	22.7	 Severability 



If the whole or any part of a provision of this Deed is void, unenforceable or illegal in a jurisdiction, it is severed for that jurisdiction.
The remainder of this Deed has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of this Deed or is contrary to
public policy. 
  

	22.8	 Further acts and documents 



Each party must promptly do all further acts and execute and deliver all further documents (in form and content reasonably satisfactory to that
party) required by law or reasonably requested by another party to give effect to this Deed. 
  

	22.9	 Counterparts 



This Deed may be executed in any number of counterparts and by the parties on separate counterparts. Each counterpart constitutes an original
of this Deed, and all together constitute one agreement. 

  
 page 47 














 



 
  


	22.10	 Assignment 



The rights and obligations of each party under this Deed are personal. They cannot be assigned, charged or otherwise dealt with, and no party
shall attempt or purport to do so, without the prior written consent of the other party. 
  

	22.11	 Casa may elect a Subsidiary 



 

	 	22.11.1	 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. 


  

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


  

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



 

	 	(b)	 Casa will continue to be bound by this Deed; and 



 

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


  

	22.12	 Governing law and jurisdiction 



 

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



 

	 	22.12.2	 Each party irrevocably: 



 

	 	(a)	 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 



 

	 	(b)	 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. 



  
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Schedule 1 NetComm Warranties 
  

 
  

	1.	 Capacity, authority and solvency 



On the date of this Deed and the Second Court Date: 
  

	1.1	 NetComm: 


  

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



 

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


  

	 	1.1.3	 has not suffered an Insolvency Event; 



 

	 	1.1.4	 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 


  

	1.2	 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: 


  

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



  

	 	(b)	 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. 


  

 

	2.	 NetComm Data Room Materials and other information 



 

	2.1	 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: 


  

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



 

	 	2.1.2	 that information is accurate in all material respects; 



 

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


  

	 	2.1.4	 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. 


  

	2.2	 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. 



  
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	3.	 NetComm Provided Information 



On the First Court Date, the date of the Scheme Meeting and on the Second Court Date, the NetComm Provided Information is not misleading or
deceptive (including by the omission of information) in any material respect and will comply with applicable laws and the terms of this Deed as they apply to such information. 

 
  

	4.	 Other representations and warranties 



 

	 	4.1.1	 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. 


  

	 	4.2	 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. 


  

	 	4.3	 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. 


  

	 	4.4	 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. 


  

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


  

	 	(a)	 privacy and data protection laws and regulations; 



 

	 	(b)	 tax laws and regulations; 



 

	 	(c)	 employment laws and regulations; 



 

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



  

	 	(e)	 telecommunications laws, 



in each case in each applicable jurisdiction that the NetComm Group operates, and NetComm is not aware of, and has not received notice of, any
actual or alleged material breach of any such laws or regulations by any member of the NetComm Group. 

  
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	 	4.6	 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;



  

	 	4.7	 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). 



 

	 	4.8	 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. 


  

	 	4.9	 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). 


  

	 	4.10	 On the First Court Date and the Second Court Date: 



 

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



  

	 	(b)	 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 


  

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


  

	 	4.11	 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. 



  
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Schedule 2 Casa Warranties 
  

 

	1.	 Capacity, authority and solvency 



On the date of this Deed and the Second Court Date, Casa: 
  

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



 

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


  

	 	1.3	 has not suffered an Insolvency Event; 



 

	 	1.4	 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 


  

	 	1.5	 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.



  
  

	2.	 Casa Provided Information 



On the First Court Date, the date of the Scheme Meeting and on the Second Court Date, the Casa Provided Information is not misleading or
deceptive (including by the omission of information) in any material respect and will comply with applicable laws and the terms of this Deed as they apply to such information. 

 
  

	3.	 Financing 



On the date of this Deed, the First Court Date, the date of the Scheme Meeting, the Second Court Date and the Implementation Date, Casa has
financing available to provide all of the Scheme Consideration in accordance with clause 6.1.1. 
  

 

	4.	 FIRB approval 



The information relating to the Casa Group in the application submitted to the Treasurer for approval of the Transaction for the purposes of
the FATA will, to the best of Casa’s knowledge, be complete and accurate in all material respects. 
  

 

	5.	 Authorisations 



On the date of this Deed, the First Court Date, the date of the Scheme Meeting and on the Second Court Date, Casa does not require any
Authorisation in any jurisdiction to give effect to the Scheme other than Authorisations from ASIC, ASX and the Court and approval of the Treasurer under the FATA. 

  
 page 52 













  

Execution page 
 Executed by the parties as a deed.

  

			
	 Executed by NetComm Wireless Limited ACN

002 490 486 in accordance with section 127(1) of
 the
Corporations Act 2001 (Cth):
	  	 )
 )

)


  

					
	 /s/ Justin Milne
	 		 	 /s/ Chris Last

	Signature of Director	 		 	Signature of Company Secretary
			
	 Justin Milne
	 		 	 Chris Last

	Print full name	 		 	Print full name

  

			
	Executed by Casa Systems, Inc.
		
	By:	 	 /s/ Jerry Guo

	Name:	 	Jerry Guo
	Title:	 	President & CEO


  
 page 53 













  

Attachment 1 Indicative Scheme Timetable 
  

			
	 Date
	  	 Event

	22 February 2019 (pre-market opening)	  	Scheme Implementation Deed is signed and Scheme is announced.
		
	Week of 8 April 2019	  	Draft Scheme Booklet and Independent Expert’s Report is submitted to ASIC for review.
		
	Week of 29 April 2019	  	Scheme Booklet, Independent Expert’s Report and evidence are submitted to Court.
		
	Week of 6 May 2019	  	First Court Date.
		
	Week of 6 May 2019	  	Scheme Booklet is registered with ASIC, printed and dispatched.
		
	Week of 6 May 2019	  	Notice of Scheme Meeting issued to Shareholders.
		
	Week of 27 May 2019	  	Notice of Second Court Date published.
		
	Week of 3 June 2019	  	Scheme Meeting.
		
	Week of 10 June 2019	  	Provision of evidence ahead of Second Court Date.
		
	Week of 10 June 2019	  	Second Court Date.
		
	Week of 17 June 2019	  	Record Date.
		
	Week of 24 June 2019	  	Implementation Date.


  
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Attachment 2 Casa Closing Certificate 
 This
Casa Closing Certificate is given pursuant to clause 3.1 of the Scheme Implementation Deed dated [insert] between [Insert] and [Insert] (SID). 

Terms in this certificate have the same meaning as those terms in the SID. 

After due and careful enquiry, to the best of the knowledge and belief of Casa, no fact, matter or circumstance has arisen that: 

 

	 	•	 	 makes any Casa Warranty materially false or inaccurate, constitutes a material breach of a Casa Warranty, or
otherwise materially qualifies a Casa Warranty; or 


  

	 	•	 	 would allow NetComm to validly terminate the SID. 



Dated [insert] 
  

                          
                                         
          
 [insert name] 

Director 
 [Insert] 

  
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Attachment 3 NetComm Closing Certificate 

This NetComm Closing Certificate is given pursuant to clause 3.1 of the Scheme Implementation Deed dated [insert] between
[Insert] and [Insert] (SID). 
 Terms in this certificate have the same meaning
as those terms in the SID. 
 After due and careful enquiry, to the best of the knowledge and belief of NetComm, no fact, matter or circumstance has arisen
that: 
  

	 	•	 	 makes any NetComm Warranty materially false or inaccurate, constitutes a material breach of a NetComm Warranty,
or otherwise materially qualifies a NetComm Warranty; or 


  

	 	•	 	 would allow Casa to validly terminate the SID. 



 

	
	Dated [insert]
	
	  

	[insert name]
	Director
	[Insert]


  
 page 56 














 



 
  

  

Attachment 4 Scheme 

  
 page 57 














					
		  		  	 




  
 Lawyers

Collins Square, Tower Two
 Level 25, 727 Collins Street

Melbourne VIC 3008
 Australia

 
 Telephone 61 3 9258 3555

Facsimile 61 3 9258 3666
  

info@maddocks.com.au
 www.maddocks.com.au

 
 DX 259 Melbourne


 Scheme of Arrangement 

NetComm Wireless Limited ACN 002 490 486 
 and 

Each person registered as a holder of fully paid ordinary shares in NetComm as at the Record Date 

 

					
		  		  	 Interstate offices
 Canberra Sydney

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















 



 
  

 Contents 
  

									
	 1.
	 	Defined terms and interpretation	  	 	1	
				
		 	1.1	  	Defined terms	  	 	1	
		 	1.2	  	Interpretation	  	 	4	
			
	 2.
	 	Preliminary matters	  	 	5	
			
	 3.
	 	Conditions	  	 	5	
				
		 	3.1	  	Conditions precedent	  	 	5	
		 	3.2	  	Effect of conditions precedent	  	 	6	
		 	3.3	  	Certificate	  	 	6	
		 	3.4	  	Termination and End Date	  	 	6	
			
	 4.
	 	Implementation of this Scheme	  	 	6	
				
		 	4.1	  	Lodgement of Court orders with ASIC	  	 	6	
		 	4.2	  	Transfer of Scheme Shares	  	 	6	
			
	 5.
	 	Scheme Consideration	  	 	7	
				
		 	5.1	  	Scheme Consideration	  	 	7	
		 	5.2	  	Provision of Scheme Consideration	  	 	7	
		 	5.3	  	Joint holders	  	 	8	
		 	5.4	  	Orders of a Court or other Authority	  	 	9	
		 	5.5	  	Cancellation and reissue of cheques	  	 	9	
			
	 6.
	 	Dealings in Scheme Shares	  	 	9	
				
		 	6.1	  	Determination of Scheme Participants	  	 	9	
		 	6.2	  	Register	  	 	9	
			
	 7.
	 	Quotation of Shares	  	 	10	
			
	 8.
	 	General Scheme provisions	  	 	10	
				
		 	8.1	  	Consent to amendments to this Scheme	  	 	10	
		 	8.2	  	Scheme Participants’ agreements and warranties	  	 	11	
		 	8.3	  	Title to and rights in Scheme Shares	  	 	11	
		 	8.4	  	Appointment of sole proxy	  	 	12	
		 	8.5	  	Authority given to NetComm	  	 	12	
		 	8.6	  	Binding effect of this Scheme	  	 	13	
			
	 9.
	 	General	  	 	13	
				
		 	9.1	  	Stamp duty	  	 	13	
		 	9.2	  	Consent	  	 	13	
		 	9.3	  	Notices	  	 	13	
		 	9.4	  	Governing law and jurisdiction	  	 	13	
		 	9.5	  	Further action	  	 	14	
		 	9.6	  	No liability when acting in good faith	  	 	14	


  
 page ii 














 



 
  

  

Scheme of Arrangement 
  

 
 Parties 

 

			
	 Name
	  	NetComm Wireless Limited ACN 002 490 486
		
	 Address
	  	18-20 Orion Road, Lane Cove, New South Wales 2066, Australia
		
	 Email
	  	Chris.Last@netcommwireless.com
		
	 Contact
	  	Company Secretary
		
	 Short name
	  	NetComm
		
	 Name
	  	The persons registered as holders of fully paid ordinary shares in NetComm as at the Record Date
		
	 Short name
	  	Scheme Participants

 The parties agree 
  

 

	1.	 Defined terms and interpretation 



 

	1.1	 Defined terms 



The meanings of the terms used in this Scheme are set out below: 

Adviser means, in relation to an entity, a financier, financial adviser, corporate adviser, legal adviser, or technical or other expert
adviser, or consultant who provides advisory services in a professional capacity and who has been engaged by that entity in connection, directly or indirectly, with this Scheme. 

ASIC means the Australian Securities and Investments Commission. 

ASX means ASX Limited ABN 98 008 624 691 and, where the context requires, the financial market that it operates. 

Authority means any: 
  

	 	(a)	 government, government department, government agency or government authority; 



 

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


  

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



 

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



 

	 	ii.	 the rules of any recognised stock or securities exchange. 



  
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 Business Day means a week day on which trading banks are open for business in Sydney,
Australia provided that on that day banks are open for business in Andover, United States of America. 
 Casa means Casa Systems,
Inc., of 100 Old River Road, Andover, Massachusetts 01810, United States of America. 
 CHESS means the Clearing House Electronic
Subregister System for the electronic transfer of securities operated by ASX Settlement Pty Ltd and ASX Clear Pty Limited. 
 Corporations
Act means the Corporations Act 2001 (Cth). 
 Court means the Federal Court of Australia or another court having
jurisdiction in relation to the Scheme as agreed between NetComm and Casa. 
 Deed Poll means the deed poll dated on or about the date
of this Scheme under which Casa covenants in favour of Scheme Participants prior to the First Court Date to provide the Scheme Consideration in accordance with the terms of this Scheme. 

Delivery Time means, in relation to the Second Court Date, 8:00 am before the commencement of the Second Court Hearing or if the
commencement of the Second Court Hearing is adjourned, the commencement of the adjourned Second Court Hearing. 
 Effective means the
coming into effect, pursuant to section 411(10) of the Corporations Act, of the order of the Court made under section 411(4)(b) of the Corporations Act in relation to the Scheme. 

Effective Date means the date on which the Scheme becomes Effective. 

End Date means the later of: 
  

	 	(a)	 30 September 2019; or 



 

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



Implementation Deed means the scheme implementation deed dated 22 February 2019 between Casa and NetComm relating to (among other
things) the implementation of this Scheme. 
 Implementation Date means the date which is 5 Business Days after the Record Date or
such other data as NetComm and Casa agree in writing, provide that if such date falls on: 
  

	 	(a)	 a Monday; 


  

	 	(b)	 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 


  

	 	(c)	 the day after a U.S. Holiday, 



the ‘Implementation Date will be the next Business Day on which none of (a), (b) or (c) apply. It is understood that the
reference to a ‘day’ in the United States of America will refer to the day immediately preceding the applicable day in Australia. 

  
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 Listing Rules means the official listing rules of ASX as amended, waived or modified
from time to time. 
 NetComm LTIP means NetComm’s Long Term Incentive Plan approved on 18 November 2015 by ordinary
resolution of Shareholders. 
 Record Date means 7:00 pm on the third Business Day after the Effective Date or such other date after
the Effective Date as Casa and NetComm agree in writing. 
 Register means the register of Shares kept on behalf of NetComm by Link
Market Services Limited ACN 083 214 537 and Registry has a corresponding meaning. 
 Registered Address means, in relation to a
Scheme Participant, the address shown in the Register as at the Record Date. 
 Related Body Corporate has the meaning given to that
term in the Corporations Act. 
 Representatives means in respect of a party, any person acting for or on behalf of that party
(including any Related Body Corporate of that party, and any director, officer, employee, agent, affiliate, contractor or Adviser of that party or its Related Bodies Corporate). 

Scheme means this scheme of arrangement subject to any alterations or conditions made or required by the Court under section 411(6) of
the Corporations Act, together with any alterations or conditions made or required pursuant to sub-section 411(6) of the Corporations Act and agreed or consented to in writing by NetComm and Casa. 

Scheme Consideration means the an amount of $1.10 cash for each Scheme Share. 

Scheme Meeting means the meeting of Shareholders ordered by the Court in relation to the Scheme to be convened pursuant to
Section 411(1) of the Corporations Act and includes any meeting convened following any adjournment or postponement of that meeting. 

Scheme Participant means each person registered in the Register as the holder of one or more Scheme Shares on the Record Date. 

Scheme Shares means the Shares on issue as at the Record Date. 

Scheme Transfer means one or more proper instruments of transfer in respect of the Scheme Shares for the purposes of section 1071B of
the Corporations Act, which may be or include a master transfer of all or part of the Scheme Shares. 
 Second Court Date means the
first day of hearing of an application made to the Court by NetComm for orders pursuant to section 411(4)(b) of the Corporations Act approving the Scheme or, if the hearing of such application is adjourned for any reason, means the first day of the
adjourned hearing, with such hearing (or adjourned hearing) being the Second Court Hearing. 
 Separate Account has the meaning
given in clause 5.2.4(b). 
 Share means a fully paid ordinary share issued in the capital of NetComm. 

Share Appreciation Right has the meaning given in the NetComm LTIP. 

Shareholder means each person who is registered in the Register as the holder of Shares. 

Trust Account means an Australian dollar denominated trust account which attracts interest at a commercial rate and is operated by
NetComm as trustee for the Scheme Participants (except that any interest on the amount deposited (less bank fees and other charges) will accrue for the benefit of Casa), details of which NetComm must notify to Casa no later than 5 Business Days
before the Implementation Date. 

  
 page 3 














 



 
  


	1.2	 Interpretation 



 

	 	1.2.1	 In this Scheme, unless expressed to the contrary: 



 

	 	(a)	 words denoting the singular include the plural and vice versa; 



 

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



 

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


  

	 	(d)	 headings and sub-headings are for ease of reference only and do not affect the interpretation of this Scheme;
and 


  

	 	(e)	 a reference to: 


  

	 	(i)	 a gender includes all other genders; 



 

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


  

	 	(iii)	 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; 


  

	 	(iv)	 writing includes writing in digital form; 



 

	 	(v)	 ‘this Deed ‘ is to this Deed as amended from time to time; 



 

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



  

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



  

	 	(viii)	 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); 


  

	 	(ix)	 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; 


  

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



  

	 	(xi)	 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 


  

	 	(xii)	 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. 



  
 page 4 














 



 
  


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


  

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


  

	1.2.4	 A Listing Rule or business rule of a financial market or securities exchange will be regarded as law for the
purposes of this Scheme. 


  
  

	2.	 Preliminary matters 



 

	2.1	 NetComm is an listed public company limited by shares and quoted on ASX (ASX: NTC), incorporated in Australia
and registered in New South Wales, Australia with its registered office at 18-20 Orion Road, Lane Cove, New South Wales 2066, Australia. 


  

	2.2	 As at 1 February 2019: 



 

	 	2.2.1	 146,329,906 Shares were on issue; and 



 

	 	2.2.2	 2,250,000 Share Appreciation Rights were on issue which are not quoted on any financial market.



  

	2.3	 Casa is a public company limited by shares and quoted on NASDAQ (NASDAQ: CASA), and is incorporated in
Delaware, United States of America and headquartered at 100 Old River Road, Andover, Massachusetts 01810, United States of America. 


  

	2.4	 Casa and NetComm have entered into the Implementation Deed in respect of (among other things) the
implementation of this Scheme. 


  

	2.5	 This Scheme attributes actions to Casa but does not itself impose any obligations in favour of Scheme
Participants to perform those actions. By executing the Deed Poll, Casa has agreed to perform the actions attributed to it under this Scheme and to perform its obligations under the Deed Poll, including payment of the Scheme Consideration in
accordance with the terms of this Scheme. 


  
  

	3.	 Conditions 


  

	3.1	 Conditions precedent 



The Scheme is conditional on and will not become Effective until and unless the following conditions precedent are satisfied: 

 

	 	3.1.1	 all the conditions in clause 3.1 of the Implementation Deed (other than the condition in clause 3.1.4 of the
Implementation Deed relating to Court approval of this Scheme) are satisfied or waived in accordance with the terms of the Implementation Deed; 


  

	 	3.1.2	 neither the Implementation Deed nor the Deed Poll is terminated in accordance with its terms by the Delivery
Time; 


  

	 	3.1.3	 this Scheme is approved by the Court at the Second Court Hearing under section 411(4)(b) of the Corporations
Act, including with any alterations made or required by the Court under section 411(6) of the Corporations Act as are acceptable to NetComm and Casa; 



  
 page 5 














 



 
  


	 	3.1.4	 such other conditions made or required by the Court under section 411(6) of the Corporations Act in relation to
this Scheme as are acceptable to NetComm and Casa are satisfied or waived; and 


  

	 	3.1.5	 the order of the Court made under section 411(4)(b) (and, if applicable, section 411(6)) of the Corporations
Act approving this Scheme comes into effect pursuant to section 411(10) of the Corporations Act on or before the End Date. 


  

	3.2	 Effect of conditions precedent 



The satisfaction of each condition precedent in clause 3.1 is a condition precedent to the operation of clause 4 and clause 5 and the binding
effect of this Scheme. 
  

	3.3	 Certificate 


  

	 	3.3.1	 Each of NetComm and Casa will provide a certificate to the Court at the Second Court Hearing confirming (in
respect of matters within their respective knowledge) whether or not the conditions precedent in clauses 3.1.1 and 3.1.2 have been satisfied or waived as at the Delivery Time. 



 

	 	3.3.2	 The certificates given by NetComm and Casa constitute conclusive evidence that the conditions precedent in
clauses 3.1.1 and 3.1.2 have been satisfied or waived as at the Delivery Time. 


  

	3.4	 Termination and End Date 



Without limiting any rights under the Implementation Deed, if: 
  

	 	3.4.1	 either the Implementation Deed or the Deed Poll is terminated in accordance with its terms before the Scheme
becomes Effective; or 


  

	 	3.4.2	 the Effective Date or the Implementation Date has not occurred on or before the End Date, then, unless NetComm
and Casa otherwise agree in writing, this Scheme will lapse and each of Casa and NetComm are released from any further obligation to take steps to implement the Scheme. 



 
  

	4.	 Implementation of this Scheme 



 

	4.1	 Lodgement of Court orders with ASIC 



For the purposes of section 411(10) of the Corporations Act, NetComm must lodge with ASIC an office copy of the order made by the Court under
section 411(4)(b) (and, if applicable, section 411(6)) of the Corporations Act approving this Scheme as soon as possible, and in any event by no later than 5:00 pm on the Business Day following the day on which such office copy is received by
NetComm or such later date as NetComm and Casa agree in writing. 
  

	4.2	 Transfer of Scheme Shares 



 

	 	4.2.1	 Subject to the Scheme becoming Effective, on the Implementation Date: 



 

	 	(a)	 the Scheme Consideration must be provided in the manner contemplated in clause 5; 



  
 page 6 














 



 
  


	 	(b)	 subject to the provision of the Scheme Consideration in the manner contemplated by clause 5, all of the Scheme
Shares, together with all rights and entitlements attaching to the Scheme Shares as at the Implementation Date, must be transferred to Casa, without the need for any further act by any Scheme Participant (other than acts performed by NetComm or its
officers as attorney and agent for Scheme Participants under clause 8.5), by: 


  

	 	(i)	 NetComm duly completing and executing the Scheme Transfer, duly executed on behalf of the Scheme Participants
(as transferors), and delivering it to Casa; and 


  

	 	(ii)	 Casa duly executing the Scheme Transfer (as transferee) and delivering it to NetComm for registration.



  

	 	4.2.2	 Immediately following receipt of the Scheme Transfer in accordance with clause 4.2.1(a), NetComm must
enter, or procure the entry of, the name of Casa in the Register in respect of all the Scheme Shares transferred to Casa in accordance with this Scheme. 


  

	 	4.2.3	 To the extent permitted by law, the Scheme Shares (including all rights and entitlements attaching to the
Scheme Shares) transferred under this Scheme to Casa, will, at the time of transfer of them to Casa, vest in Casa free from all mortgages, charges, liens, encumbrances, pledges, security interests, other interests of third parties of any kind
(whether legal or otherwise) and any restrictions on transfer of any kind. 


  

 
  

	5.	 Scheme Consideration 



 

	5.1	 Scheme Consideration 



Subject to the terms of this Scheme, in consideration for each Scheme Share transferred to Casa, Casa must pay, or procure the payment, to each
Scheme Participant the amount of $1.10 cash for each Scheme Share held by that Scheme Participant. 
  

	5.2	 Provision of Scheme Consideration 



 

	 	5.2.1	 In consideration for the transaction to Casa of the Scheme Shares, 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 each Scheme Participant, into the Trust Account, such amount to be held 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). 



 

	 	5.2.2	 Subject to Casa complying with clause 5.2.1, on the Implementation Date, NetComm must pay or procure the
payment from the Trust Account to each Scheme Participant the Scheme Consideration attributable to that Scheme Participant based on the number of Scheme Shares held by that Scheme Participant as at the Record Date. 



 

	 	5.2.3	 NetComm’s obligation under clause 5.2.2 will be satisfied by NetComm: 



 

	 	(a)	 where a Scheme Participant has, before the Record Date, made an election in accordance with the requirements of
the 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 



  
 page 7 














 



 
  


	 	(b)	 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 5.3), for the relevant
amount. 


  

	 	5.2.4	 In the event that: 


  

	 	(a)	 either: 


  

	 	(i)	 a Scheme Participant does not have an address recorded in the Register; or 



 

	 	(ii)	 NetComm as the trustee for the Scheme Participant believes that a Scheme Participant is not known at the Scheme
Participant’s address recorded in the Register, 


 and no account has been notified in accordance with clause 5.2.3
or a deposit into such an account is rejected or refunded; or 
  

	 	(b)	 a cheque issued under this clause 5 has been cancelled in accordance with clause 5.5, 



NetComm as the trustee for the Scheme Participant may credit the amount payable to the relevant Scheme Participant to a separate bank account
of NetComm (Separate Account) to be held until the Scheme Participant claims the amount or the amount is dealt with in accordance with the Unclaimed Money Act 1995 (NSW). To avoid doubt, if the amount is not credited to the Separate
Account, the amount will continue to be held in the Trust Account until the Scheme Participant claims the amount or the amount is dealt with in accordance with the Unclaimed Money Act 1995 (NSW). Until such time as the amount is dealt
with in accordance with the Unclaimed Money Act 1995 (NSW), NetComm must hold the amount on trust for the relevant Scheme Participant, and any interest or other benefit accruing from the amount will be to the benefit of such Scheme
Participant. An amount credited to the Separate Account or Trust Account (as applicable) is to be treated as having been paid to the Scheme Participant when credited to the Separate Account or Trust Account (as applicable). NetComm must maintain
records of the amounts paid, the people who are entitled to the amounts and any transfers of the amounts. 
  

	 	5.2.5	 To the extent that, following satisfaction of NetComm’s obligations under clause 5.2.2, there is a surplus
in the amount held by NetComm as trustee for the Scheme Participants in the Trust Account, that surplus must be paid by NetComm to Casa. 


  

	5.3	 Joint holders 



In the case of Scheme Shares held in joint names: 
  

	 	5.3.1	 any Scheme Consideration will be taken to be paid to the joint holders upon payment to the holder whose name
appears first in the Register as at the Record Date; and 


  

	 	5.3.2	 any cheque or other document required to be sent under this Scheme will be sent to the holder whose name
appears first in the Register as at the Record Date. 



  
 page 8 














 



 
  


	5.4	 Orders of a Court or other Authority 



If written notice is given to NetComm (or the Registry) of an order or direction made by a court of competent jurisdiction or by another
Authority that: 
  

	 	5.4.1	 requires consideration to be provided to a third party in respect of Scheme Shares held by a particular Scheme
Participant, which would otherwise be payable to that Scheme Participant in accordance with this Scheme, then NetComm shall be entitled to procure that provision of that consideration is made in accordance with that order or direction; or



  

	 	5.4.2	 prevents NetComm from providing consideration to any particular Scheme Participant in accordance with this
Scheme, or the payment of such consideration is otherwise prohibited by applicable law, NetComm shall be entitled to retain an amount, in Australian dollars, equal to the number of Scheme Shares held by that Scheme Participant multiplied by the
Scheme Consideration until such time as provision of the consideration in accordance with this Scheme is permitted by that order or direction or otherwise by law. 



 

	5.5	 Cancellation and reissue of cheques 



 

	 	5.5.1	 NetComm may cancel a cheque issued under clause 5 if the cheque: 



 

	 	(a)	 is returned to NetComm; or 



 

	 	(b)	 has not been presented for payment within six months after the date on which the cheque was sent.



 During the period of one year commencing on the Implementation Date, on request in writing from a Scheme Participant to
NetComm (or the Registry) (which request may not be made until the date which is 5 Business Days after the Implementation Date), a cheque that was previously cancelled under this clause 5.5 must be reissued. 

 
  

	6.	 Dealings in Scheme Shares 



 

	6.1	 Determination of Scheme Participants 



To establish the identity of the Scheme Participants, dealings in Shares or other alterations to the Register will only be recognised if: 

 

	 	6.1.1	 in the case of dealings of the type to be effected using CHESS, the transferee is registered in the Register as
the holder of the relevant Shares on or before the Record Date; and 


  

	 	6.1.2	 in all other cases, registrable transfer or transmission applications in respect of those dealings, or valid
requests in respect of other alterations, are received on or before the Record Date at the place where the Register is kept, 



and NetComm must not accept for registration, nor recognise for any purpose (except a transfer to Casa pursuant to this Scheme and any
subsequent transfer by Casa or its successors in title), any transfer or transmission application or other request received on or after the Record Date, or received prior to the Record Date but not in registrable or actionable form. 

 

	6.2	 Register 


  

	 	6.2.1	 NetComm must procure the registration of registrable transmission applications or transfers of Shares in
accordance with clause 6.1.2 by no later than the Record Date. 


  

	 	6.2.2	 NetComm will not accept for registration or recognise for any purpose any transmission application or transfer
in respect of Shares received after 5.00pm on the Record Date, other than to Casa in accordance with this Scheme and any subsequent transfer by Casa and its respective successors in title. 



  
 page 9 














 



 
  


	 	6.2.3	 If this Scheme becomes Effective, each entry which is current on the Register as at 7.00pm on the Record Date
is the sole evidence of entitlement to the Scheme Consideration on the terms of this Scheme in respect of the Shares relating to that entry. 


  

	 	6.2.4	 If this Scheme becomes Effective, a Scheme Participant (and any person claiming through that holder) must not
dispose of, or purport or agree to dispose of, any Scheme Shares or any interest in them after the Record Date otherwise than pursuant to this Scheme, and any attempt to do so will have no effect and NetComm will be entitled to disregard any such
disposal, purported disposal or agreement. 


  

	 	6.2.5	 For the purpose of determining entitlements to the Scheme Consideration, NetComm must procure the maintenance
of the Register in accordance with the provisions of this clause 6.2 until the Scheme Consideration has been paid to the Scheme Participants. The Register in this form will solely determine entitlements to the Scheme Consideration.



  

	 	6.2.6	 All statements of holding for Shares (other than statements of holding in favour of Casa) will cease to have
effect after the Record Date as documents of title in respect of those Shares and, as from that date, each entry current at that date on the Register (other than entries in respect of Casa) will cease to have effect except as evidence of entitlement
to the Scheme Consideration in respect of the Scheme Shares relating to that entry. 


  

	 	6.2.7	 As soon as possible after the Record Date, and in any event within one Business Day after the Record Date,
NetComm will procure that details of the names, registered addresses and holdings of Shares for each Scheme Participant as shown in the Register as at the Record Date are available to Casa in the form Casa reasonably requires. 



 
  

	7.	 Quotation of Shares 



 

	7.1	 NetComm must apply to ASX for suspension of trading in Shares on ASX with effect from the close of trading on
the Effective Date. 


  

	7.2	 On a date after the Implementation Date to be determined by Casa (acting reasonably and subject to the Listing
Rules), NetComm must apply to ASX for the termination of the official quotation of Shares on ASX and to have NetComm removed from the official list of ASX. 


  

 

	8.	 General Scheme provisions 



 

	8.1	 Consent to amendments to this Scheme 



If the Court proposes to approve this Scheme subject to any alterations or conditions: 

 

	 	8.1.1	 NetComm may by its counsel consent on behalf of all persons concerned to those alterations or conditions to
which Casa has consented; and 


  

	 	8.1.2	 each Scheme Participant agrees to any such alterations or conditions which counsel for NetComm has consented in
accordance with clause 8.1.1. 



  
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	8.2	 Scheme Participants’ agreements and warranties 



 

	 	8.2.1	 Each Scheme Participant: 



 

	 	(a)	 agrees to the transfer of their Scheme Shares to Casa together with all rights and entitlements attaching to
those Shares in accordance with this Scheme; 


  

	 	(b)	 agrees to the variation, cancellation or modification of the rights attached to their Scheme Shares constituted
by or resulting from this Scheme; 


  

	 	(c)	 agrees: 


  

	 	(i)	 that after the transfer of their Scheme Shares to Casa, any share certificate relating to their Scheme Shares
will not constitute evidence of title to those Scheme Shares; and 


  

	 	(ii)	 at the direction of Casa, to destroy any share certificates relating to their Scheme Shares; and



  

	 	(d)	 acknowledges that this Scheme binds NetComm and all Scheme Participants (including those who did not attend the
Scheme Meeting and those who did not vote, or voted against this Scheme, at the Scheme Meeting). 


  

	 	8.2.2	 Each Scheme Participant is taken to have warranted to Casa, and appointed and authorised NetComm as its
attorney and agent to warrant to Casa, on the Implementation Date that, as at the Implementation Date: 


  

	 	(a)	 all their Scheme Shares (including any rights and entitlements attaching to their Scheme Shares) which are
transferred under this Scheme will, at the time of transfer of them to Casa, be fully paid and free from all: 


  

	 	(i)	 mortgages, charges, liens, encumbrances, pledges, security interests (including any ‘security
interests’ within the meaning of section 12 of the Personal Properties Securities Act 2009 (Cth)) and interests of third parties of any kind, whether legal or otherwise; and 



 

	 	(ii)	 restrictions on transfer of any kind; and 



 

	 	(b)	 they have full power and capacity to transfer their Scheme Shares to Casa together with any rights attaching to
those Scheme Shares; 


  

	 	(c)	 they have no existing right to be issued any Shares, or any other Netcomm securities. 



 

	 	8.2.3	 NetComm undertakes that it will provide the warranties in clause 8.2.2 to Casa as agent and attorney for each
Scheme Participant. 


  

	8.3	 Title to and rights in Scheme Shares 



 

	 	8.3.1	 To the extent permitted by law, the Scheme Shares (including all rights and entitlements attaching to the
Scheme Shares) transferred under this Scheme will, at the time of transfer of them to Casa, vest in Casa free from all: 


  

	 	(a)	 mortgages, charges, liens, encumbrances, pledges, security interests (including any ‘security
interests’ within the meaning of section 12 of the Personal Properties Securities Act 2009 (Cth)) and interests of third parties of any kind, whether legal or otherwise; and 



 

	 	(b)	 restrictions on transfer of any kind. 



  
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	 	8.3.2	 Upon the Scheme becoming Effective, Casa will be beneficially entitled to the Scheme Shares to be transferred
to it under this Scheme pending registration by NetComm of Casa in the Register as the holder of the Scheme Shares. Casa’s entitlement to be registered in the Register as the holder of the Scheme Shares arises on the Implementation Date in
accordance with clause 4.2. 


  

	8.4	 Appointment of sole proxy 



Upon the Scheme becoming Effective and until NetComm procures the registration of Casa as the holder of all Scheme Shares in the Register, each
Scheme Participant: 
  

	 	8.4.1	 is deemed to have irrevocably appointed Casa as attorney and agent (and directed Casa in each such capacity) to
appoint any director, officer, secretary or agent nominated by Casa as its sole proxy and, where applicable or appropriate, corporate representative to attend shareholders’ meetings, exercise the votes attaching to the Scheme Shares registered
in their name and sign any Shareholders’ resolution whether in person, by proxy or by corporate representative; 


  

	 	8.4.2	 undertakes not to attend or vote at any Shareholders’ meetings or sign any shareholders’ resolutions,
whether in person, by proxy or by corporate representative (other than pursuant to clause 8.4.1); 


  

	 	8.4.3	 must take all other actions in the capacity of a registered holder of Scheme Shares as Casa reasonably directs;
and 


  

	 	8.4.4	 acknowledges and agrees that in exercising the powers conferred by clause 8.4.1, Casa and any director,
officer, secretary or agent nominated by Casa under that clause may act in the best interests of Casa as the intended registered holder of the Scheme Shares. 


  


	8.5	 Authority given to NetComm 



On the Effective Date, each Scheme Participant, without the need for any further act: 

 

	 	8.5.1	 irrevocably appoints NetComm and each of its directors, officers and secretaries (jointly and each of them
severally) as its attorney and agent for the purpose of: 


  

	 	(a)	 enforcing the Deed Poll against Casa; and 



 

	 	(b)	 executing any document, or doing or taking any other act, necessary, desirable or expedient to give effect to
and to implement this Scheme and the transactions contemplated by it, including executing, as agent and attorney of each Scheme Shareholder, the Scheme Transfer as contemplated by clause 4.2, 



and NetComm accepts such appointment; and 
  

	 	8.5.2	 will be deemed to have authorised NetComm to do and execute all acts, matters, things and documents on the part
of each Scheme Participant necessary to implement this Scheme, including executing, as agent and attorney of each Scheme Shareholder, a share transfer or transfers in relation to Scheme Shares as contemplated by clause 8.5.1. 



NetComm, as attorney and agent of each Scheme Participant, may sub-delegate its functions, authorities or powers under this clause 8.5 to all
or any of its directors, officers or employees (jointly, severally, or jointly and severally). 

  
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	8.6	 Binding effect of this Scheme 



This Scheme binds NetComm and all of the Scheme Participants (including those who did not attend the Scheme Meeting and those who did not vote,
or voted against this Scheme, at the Scheme Meeting) and, to the extent of any inconsistency, overrides the constitution of NetComm. 
  

 

	9.	 General 


  

	9.1	 Stamp duty 



Casa will: 
  

	 	9.1.1	 pay all stamp duty (if any) and any related fines and penalties payable on or in respect of the transfer by the
Scheme Participants of the Scheme Shares to Casa pursuant to this Scheme or the Deed Poll; and 


  

	 	9.1.2	 indemnify each Scheme Participant against any liability incurred by the Scheme Participant arising from failure
to comply with clause 9.1.1. 


  

	9.2	 Consent 



Each Scheme Participant consents to NetComm and Casa doing all things necessary or incidental to give full effect to the implementation of this
Scheme and the transactions contemplated by it. 
  

	9.3	 Notices 


  

	 	9.3.1	 If a notice, transfer, transmission application, direction or other communication referred to in this Scheme is
sent by post to NetComm, it will not be taken to be received in the ordinary course of post or on a date and time other than the date and time (if any) on which it is actually received at NetComm’s registered office or at the office of the
Registry. 


  

	 	9.3.2	 The accidental omission to give notice of the Scheme Meeting or the non-receipt of such notice by a Scheme
Participant will not, unless so ordered by the Court, invalidate the Scheme Meeting or the proceedings of the Scheme Meeting. 


  

	9.4	 Governing law and jurisdiction 



 

	 	9.4.1	 This Scheme is governed by the laws in force in New South Wales, Australia. 



 

	 	9.4.2	 Each party irrevocably: 



 

	 	(a)	 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 Scheme; and 



 

	 	(b)	 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 9.4.2(a). 



  
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	9.5	 Further action 



NetComm (on its own behalf and on behalf of each Scheme Participant) must do all things and execute all documents necessary to give full effect
to this Scheme and the transactions contemplated by it. 
  

	9.6	 No liability when acting in good faith 



None of NetComm, Casa, or any of their respective Representatives, will be liable for anything done or omitted to be done in the performance of
this Scheme or the Deed Poll in good faith. 

  
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Attachment 5 Deed Poll 

  
 page 58 














					
		  		  	




		  		  	 Lawyers
 Collins Square, Tower Two

Level 25, 727 Collins Street
 Melbourne VIC 3008

Australia
  

Telephone 61 3 9258 3555
 Facsimile 61 3 9258 3666

 
 info@maddocks.com.au

www.maddocks.com.au
  

DX 259 Melbourne


 Deed Poll 
 In favour of
each person registered as a holder of fully paid ordinary shares in 
 NetComm Wireless Limited ACN 002 490 486 as at the Record Date 

Casa Systems, Inc. 
  

					
		  		  	 Interstate offices
 Canberra Sydney

 
 Affiliated offices around the world through the

Advoc network - www.advoc.com















 



 
  

 Contents 
  

									
	 1.
	 	Defined terms and interpretation	  	 	3	
				
		 	1.1	  	Defined terms	  	 	3	
				
		 	1.2	  	Interpretation	  	 	4	
				
		 	1.3	  	Nature of deed poll	  	 	4	
			
	 2.
	 	Conditions precedent and termination	  	 	4	
				
		 	2.1	  	Conditions	  	 	4	
				
		 	2.2	  	Termination	  	 	4	
				
		 	2.3	  	Consequences of termination	  	 	4	
			
	 3.
	 	Scheme obligations	  	 	4	
			
	 4.
	 	Warranties	  	 	4	
			
	 5.
	 	Continuing obligations	  	 	5	
			
	 6.
	 	Further assurances	  	 	5	
			
	 7.
	 	General	  	 	5	
				
		 	7.1	  	Stamp duty	  	 	5	
				
		 	7.2	  	Notices	  	 	5	
				
		 	7.3	  	Cumulative rights	  	 	6	
				
		 	7.4	  	Waiver and variation	  	 	6	
				
		 	7.5	  	Assignment	  	 	7	
				
		 	7.6	  	Governing law and jurisdiction	  	 	7	


  
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Deed Poll 
 Dated 

 
  

Parties 
 By 

 

					
		 	Name	  	Casa Systems, Inc.
			
		 	Address	  	100 Old River Road, Andover, Massachusetts 01810, United States of America
			
		 	Email	  	scott.bruckner@casa-systems.com
			
		 	Contact	  	Scott Bruckner
			
		 	Short name	  	Casa

 In favour of 
  

					
		  	Name	  	Each person registered as a holder of fully paid ordinary shares in NetComm Wireless Limited ACN 002 490 486 as at the Record Date
			
		  	Short name	  	Scheme Participant

 Background 
  

	A.	 On 22 February 2019, Casa and NetComm Wireless Limited ACN 002 490 486 (NetComm) entered into a
scheme implementation deed (Implementation Deed). 


  

	B.	 Under the Implementation Deed, Casa has agreed to pay the Scheme Consideration to the Scheme Participants in
consideration for the acquisition by Casa of all of the Scheme Shares (being all of the fully paid ordinary shares issued in the capital of NetComm at the Record Date). 



 

	C.	 Casa enters into this deed poll for the purpose of covenanting in favour of the Scheme Participants to procure
and undertake the actions attributed to Casa under the Scheme. 


 The parties agree 

 
  

	1.	 Defined terms and interpretation 



 

	1.1	 Defined terms 



Unless the context otherwise requires, terms defined in the Implementation Deed (other than words and expressions defined in this deed poll)
have the same meaning when used in this deed poll. 

  
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	1.2	 Interpretation 



The rules in clause 20 of the Implementation Deed apply in interpreting this deed poll (unless the context makes it clear that a rule is not
intended to apply, save that references to ‘Deed’ in that clause will be taken to be references to ‘deed poll’. 
  

	1.3	 Nature of deed poll 



Casa acknowledges and agrees that: 
  

	 	1.3.1	 this deed poll may be relied on and enforced by any Scheme Participant in accordance with its terms even though
the Scheme Participants are not party to it; and 


  

	 	1.3.2	 under the Scheme, each Scheme Participant irrevocably appoints NetComm and each of its directors, officers and
secretaries (jointly and each of them severally) as its attorney and agent to enforce this deed poll against Casa. 


  

 

	2.	 Conditions precedent and termination 



 

	2.1	 Conditions 



The obligations of Casa under this deed poll are subject to the Scheme becoming Effective. 

 

	2.2	 Termination 



This deed poll and the obligations of Casa under this deed poll will automatically terminate, and the terms of this deed poll will be of no
further force or effect if: 
  

	 	2.2.1	 the Implementation Deed is terminated in accordance with its terms; or 



 

	 	2.2.2	 the Scheme does not become Effective by the End Date. 



 

	2.3	 Consequences of termination 



If this deed poll is terminated under clause 2.2, in addition and without prejudice to any other available rights, powers or remedies: 

 

	 	2.3.1	 Casa is released from its obligations to further perform this deed poll; and 



 

	 	2.3.2	 each Scheme Participant retains any rights, powers or remedies it has against Casa in respect of any breach of
this deed poll which occurred before it was terminated. 


  

 

	3.	 Scheme obligations 



Subject to clause 2, Casa undertakes in favour of each Scheme Participant that it will duly and punctually observe and perform all obligations
attributed to it under the Scheme, including all obligations attributed to it relating to the provision of the Scheme Consideration, in accordance with the terms of the Scheme. 

 
  

	4.	 Warranties 



Casa represents and warrants in favour of each Scheme Participant that: 

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

  
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	 	4.1.2	 it has full legal capacity and power to enter into and perform its obligations under this deed poll and to
carry out the transactions contemplated by this deed poll; 


  

	 	4.1.3	 it has taken all necessary corporate action to authorise its entry into this deed poll and has taken or will
take all necessary corporate action to authorise the performance by it of this deed poll; 


  

	 	4.1.4	 this deed poll is valid and binding on it and is enforceable against it in accordance with its terms; and



  

	 	4.1.5	 this deed poll does not conflict with, or result in the breach of or default under, any provision of its
constitution, or any writ, order or injunction, judgment, law, rule or regulation to which it is a party or subject or by which it is bound. 


  

 

	5.	 Continuing obligations 



This deed poll is irrevocable and, subject to clause 2, remains in full force and effect until: 

 

	 	5.1.1	 Casa has fully performed its obligations under this deed poll; or 



 

	 	5.1.2	 the earlier termination of this deed poll under clause 2.2. 



 
  

	6.	 Further assurances 



Casa will, at its own expense, do all things reasonably required of it and execute all documents reasonably necessary to give full effect to
this deed poll and the transactions contemplated by it. 
  
  

	7.	 General 


  

	7.1	 Stamp duty 



Casa must: 
  

	 	7.1.1	 be responsible for its own costs arising out of the negotiation, preparation and execution of this deed poll;



  

	 	7.1.2	 pay or procure the payment of all stamp duty (if any) and any related fines and penalties payable on or in
respect of the transfer by the Scheme Participants of the Scheme Shares to Casa pursuant to the Scheme or this deed poll; and 


  

	 	7.1.3	 indemnify each Scheme Participant against any liability arising from failure to comply with clause 7.1.2.



  

	7.2	 Notices 


  

	 	7.2.1	 Any notice or other communication to Casa in connection with this deed poll must be: 



 

	 	(a)	 in legible writing in English; 



 

	 	(b)	 signed by the person making the communication or that person’s duly authorised agent; and



  

	 	(c)	 given by hand delivery, pre-paid post or email in accordance with the details set out below:




  
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	 	Attention:	 Scott Bruckner 



	 	Address:	 100 Old River Road, Andover, Massachusetts 01810, United States of America 



	 	Email:	 scott.bruckner@casa-systems.com 



with a copy (for information purposes only) to: 
  

	 	Attention:	 Daniel Scotti 



	 	Address:	 MinterEllison, Level 40, Governor Macquarie Tower, 1 Farrer Place, Sydney NSW 2000 



	 	Email:	 daniel.scotti@minterellison.com 



 

	 	7.2.2	 Subject to clause 7.2.3, any notice or other communication given in accordance with clause 7.2.1 will be deemed
to have been duly given as follows: 


  

	 	(a)	 if delivered by hand, on delivery; 



 

	 	(b)	 if sent by pre-paid post, on receipt; and 



 

	 	(c)	 if sent by email: 


  

	 	(i)	 when the sender receives an email from the recipient confirming receipt of the email; or 



 

	 	(ii)	 when the sender receives an automated message from the intended recipient’s information system confirming
delivery of the email, 


 whichever happens first. 

 

	 	7.2.3	 Any notice or other communication that, pursuant to clause 7.2.2, would be deemed to be given:



  

	 	(a)	 other than on a Business Day or after 5:00 pm on a Business Day is regarded as given at 9:00am on the following
Business Day; and 


  

	 	(b)	 before 9:00 am on a Business Day is regarded as given at 9:00 am on that Business Day, 



where references to time are to time in the place the recipient is located. 

 

	7.3	 Cumulative rights 



The rights, powers and remedies of Casa and the Scheme Participants under this deed poll are cumulative with and do not exclude the rights,
powers or remedies provided by law independently of this deed poll. 
  

	7.4	 Waiver and variation 



 

	 	7.4.1	 A party waives a right under this deed poll only by written notice that it waives that right. A waiver is
limited to the specific instance to which it relates and to the specific purpose for which it is given. 


  

	 	7.4.2	 Failure to exercise or enforce, a delay in exercising or enforcing or the partial exercise or enforcement of
any right, power or remedy provided by law or under this deed poll by any party will not in any way preclude, or operate as a waiver of, any exercise or enforcement, or further exercise or enforcement, of that or any other right, power or remedy
provided by law or under this deed poll. 



  
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	 	7.4.3	 A provision of this deed poll may not be varied unless: 



 

	 	(a)	 if before the First Court Date, the variation is agreed to by NetComm in writing; or 



 

	 	(b)	 if on or after the First Court Date, the variation is agreed to by NetComm in writing and the Court indicates
that the variation would not of itself preclude approval by the Court of the Scheme, 


 in which event Casa must enter
into a further deed poll in favour of the Scheme Participants giving effect to the variation. 
  

	7.5	 Assignment 


  

	 	7.5.1	 The rights of each Scheme Participant created by this deed poll must not be assigned, encumbered or otherwise
dealt with at law or in equity without the prior written consent of Casa. 


  

	 	7.5.2	 Any purported dealing in contravention of clause 7.5.1 is invalid. 



 

	7.6	 Governing law and jurisdiction 



 

	 	7.6.1	 This deed poll is governed by the laws in force in New South Wales, Australia. 



 

	 	7.6.2	 Each party irrevocably: 



 

	 	(a)	 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 poll; and 



 

	 	(b)	 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 7.6.2(a). 



  
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Execution page 
 Executed as a deed poll. 

 

			
	Executed by Casa Systems, Inc.
		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  



  
 page 8