CALIX LIMITED — Capital/Financing Update 2018

Jul 18, 2018

Calix Limited ACN 117 372 540 ( Calix )

WARRANT CERTIFICATE

No of Warrants: [ insert ] WARRANTHOLDER: Exercise Price : A$0.66 [ insert ] Expiry Date: 5:00pm (Sydney time) on 30 June 2022

THIS IS TO CERTIFY that the person(s) named above is the registered holder of the number of Warrants above over ordinary shares in CALIX LIMITED subject to the terms and conditions attached or overleaf.

Dated [##insert date]

Executed by Calix Limited ACN 117 372 540 in accordance with section 127 of the Corporations Act 2001 (Cth)

.................................................. ................................................. Director Company Secretary/Director Warrants may not be transferred or exercised except in accordance with their terms and conditions and all other applicable laws

WARRANT TERMS AND CONDITIONS

1. Definitions

In these terms:

ASX Listing Rules means the listing rules of the Australian Securities Exchange, as amended or supplemented from time to time.

Australian Securities Exchange means the market operated by the ASX Limited ABN 98 008 624 691.

Business Days means a day (other than a Saturday, Sunday or public holiday) on which banks are open for business in Sydney;

Corporations Act means the Corporations Act 2001 (Cth).

Exercise Notice means a notice in the form of the Schedule or in such other form as may be approved by Calix;

Immediately Available Funds means, unless the parties agree otherwise, bank cheque or an electronic means of transfer of cleared funds into a bank account nominated by Calix;

PPSA means the Personal Property Securities Act 2009 (Cth);

PPSA Deemed Security Interest means a security interest referred to in section 12(3) of the PPSA where the transaction concerned does not, in substance, secure payment or performance of an obligation;

PPSA Security Interest means a security interest as defined in the PPSA other than a PPSA Deemed Security Interest;

Security Interest means:

• (a) any third party rights or interests including a mortgage, bill of sale, charge, lien, pledge, trust, encumbrance, power or title retention arrangement, right of set-off, assignment of income, garnishee order or monetary claim and flawed deposit arrangements or any arrangement having a similar effect; or

• (b) a PPSA Security Interest,

and includes any agreement to create any of them or allow any of them to exist;

Shares means a fully paid ordinary share in the capital of Calix;

Warrant means an option to subscribe for, and be issued, Shares on the terms contained in this document;

Warrantholder means the holder of a Warrant from time to time, with the initial Warrantholder being the entity identified as such on the Warrant certificate to which these Warrant terms and conditions are attached.

Warrant Shares means Shares to be issued by Calix to a Warrantholder as a result of exercise of Warrants by the Warrantholder;

2. Exercise of Warrant

2.1 Exercise

• (a) The Warrantholder may exercise a Warrant at any time before the Expiry Date by delivering to Calix a duly executed Exercise Notice.

• (b) An Exercise Notice is irrevocable upon delivery to Calix.

2.2 Time of exercise

A Warrant is taken to have been exercised at the time ( Exercise Date ) when the Exercise Notice in respect of the Warrant is received or deemed to have been received by Calix.

Calix’s notice details:

Address: Calix Limited, Level 1, 9 Bridge Street, Pymble NSW 2073 Attention: Darren Charles Email: dcharles@calix.com.au

2.3 Lapse of Warrant

All unexercised Warrants will immediately lapse and will cease to be exercisable by the Warrantholder, and Calix will cease to have any obligations in respect of all unexercised Warrants, on and from the Expiry Date.

2.4 Participation

Warrants do not provide the Warrantholder with a right to participate in new issues offered to shareholders or other security holders. Calix will ensure that the record date for any such offers allows sufficient time for the Warrantholder to exercise their Warrants and to have their Warrant Shares issued so that they may participate in any such offers.

3. Issue of Warrant Shares

3.1 Payment of the Purchase Price

The Warrantholder must pay, or procure the payment of, the Exercise Price for any Warrant Shares in Immediately Available Funds to Calix within 5 Business Days after the Exercise Date for any of its Warrants.

3.2 Issue of Warrant Shares

• (a) On payment of the Exercise Price, Calix must issue a Warrant Share to the Warrantholder for each Warrant exercised.

• (b) Calix must issue those Warrant Shares to the Warrantholder free of Security Interests or other rights or interests of third parties by entering the issue of those Warrant Shares in Calix’s share register within 10 Business Days after the receipt of the Exercise Price for any Warrant Shares.

• (c) From the date of issue, Warrant Shares rank equally with other issued Shares and are entitled to dividends paid on and from the date of issue.

3.3 Quotation

If Calix’s Shares are quoted on the Australia Securities Exchange or any other recognised securities exchange, Calix will apply for official quotation of the Warrant Shares in the timeframes required under the ASX Listing Rules.

3.4 Escrow

The Warrantholder acknowledges and agrees that where Calix’s Shares are quoted on the Australian Securities Exchange or any other recognised securities exchange, some or all of the Warrant Shares issued on the exercise of a Warrant may be subject to a mandatory escrow arrangement required under the applicable listing rules of the relevant exchange. The Warrantholder will do all things necessary to comply with any such mandatory escrow arrangement including, but not limited to, entering into escrow arrangements or other agreements in respect of Warrant Shares issued on exercise of the Warrants.

3.5 Transferability of Warrant Shares

• (a) Calix warrants that it is not issuing the Warrants or the Warrant Shares with the purpose of the Warrantholder selling or transferring the Warrants or the Warrant Shares, or transferring, issuing or transferring interests in, or options over, them.

• (b) Calix must satisfy the conditions set out in section 708A(5) of the Corporations Act, and issue a notice that complies with the requirements under section 708A(6) of the Corporations Act, within 5 business days after the date of issue of any Warrant Shares, or if such requirements cannot be met Calix must lodge a prospectus with ASIC within 5 business days after the date of issue of any Warrant Shares.

4. Reorganisation of Capital

4.1 Reorganisation

Subject to the ASX Listing Rules (where the securities in Calix are quoted on the Australian Securities Exchange), if at any time:

• (a) Shares are consolidated, the number of Warrants immediately prior to such consolidation shall be consolidated in the same ratio as the ordinary capital of Calix and the Exercise Price shall be amended in inverse proportion to that ratio;

• (b) Shares are subdivided, the number of Warrants must be subdivided in the same ratio as the ordinary capital of Calix and the Exercise Price shall be amended in inverse proportion of that ratio;

• (c) if Calix reduces its share capital by a pro-rata return to holders of part of the share capital in respect to each Share, the number of Warrants shall remain the same but the Exercise Price will be reduced by the same amount of share capital returned in respect of each Share;

• (d) Calix reduces its share capital by a cancellation of capital that is either lost or not represented by available assets where no securities are cancelled, the number of Warrants and the Exercise Price will remain unchanged;

• (e) Calix cancels its capital proportionately, the number of Warrants must be reduced in the same ratio as the ordinary capital and the Exercise Price for the Warrants must be amended in inverse proportion of that ratio; and

• (f) there is any other reorganisation, the number of Warrants, the Exercise Price, or both, must be reorganised so the Warrantholder will not receive a benefit that holders of Shares do not receive, provided that on exercise of the Warrants all entitlements shall be to the nearest whole number and fractions shall be disregarded, and in all other respects, the terms for exercise of the Warrants shall remain unchanged as a consequence of any reconstruction or reorganisation.

4.2 Fractional entitlement

Any fractional entitlement to Warrant Shares on exercise of Warrants after a reorganisation shall be rounded down to the nearest whole Warrant Share.

4.3 Compliance with ASX Listing Rules

While the Shares are listed or quoted on the Australian Securities Exchange, the ASX Listing Rules may require the Company to make further adjustments to the terms of the Warrants in the event of any reorganisation, in addition to, or instead of, the provisions of paragraph 4.1 of these terms, to the extent necessary to comply with the ASX Listing Rules, in which case the Company must adjust the terms of the Warrants to comply with the ASX Listing Rules applying at the time of the reorganisation.

5. Transfer of Warrants

Warrants may only be transferred:

• (a) to any ultimate beneficial holder of the Warrant (if any); or

• (b) otherwise with the prior written consent of Calix.

Schedule – Exercise Notice

To: The Directors

Calix Limited

Level 1, 9 Bridge Street, Pymble NSW 2073

Dear Directors,

Warrant Deed – Exercise Notice

We refer to the Warrant Certificate issued by Calix Limited ACN 117 372 540 ( Calix ) to [ insert Warrantholder ] ( Warrantholder ) dated [ insert date ]. Capitalised terms used but not defined in this notice have the meaning given to them in the terms of the Warrant.

We hereby:

• (a) exercise the Warrant;

• (b) acknowledge that this notice constitutes an Exercise Notice under the terms of the Warrant is irrevocable; and

• (c) undertake and covenant in favour of Calix to pay the Exercise Price in accordance with the terms of the Warrant.

Signed for and on behalf of

by:

__________ Signature of authorised representative

__________ Name of authorised representative (print)