Transactions:

All holders of the Initial Term Loans will have the opportunity to exchange 100% of the principal amount of their Initial Term Loans for Superpriority Term Loans (as defined below) issued under the Superpriority Credit Agreement in an aggregate principal amount equal to 100% of the principal amount of the Initial Term Loans so exchanged (such exchange, the “Term Loan Exchange”; the date of the Term Loan Exchange and the effectiveness of the Superpriority Credit Agreement, the “Exchange Effective Date”). In connection with the Term Loan Exchange, the Borrower shall provide customary releases to the Participating Lenders (as defined below). All accrued and unpaid interest on Initial Term Loans that are exchanged shall be paid in full in cash. Within a timeframe to be agreed following the Exchange Effective Date, the Participating Lenders shall be cleansed from any MNPI received by them prior to the Exchange Effective Date by or on behalf of the Borrower on a public equities basis.

Immediately prior to the consummation of the Term Loan Exchange, the holders of Initial Term Loans participating in the Term Loan Exchange (the “Participating Lenders”) shall provide exit consents to amend the Existing Credit Agreement to, among other things, (i) allow the transactions contemplated by this term sheet to be consummated, (ii) remove all affirmative and negative covenants, mandatory prepayments and certain events of default with respect to the Initial Term Loans and certain other provisions

to be reasonably agreed, in each case, that may be removed with the consent of the Required Lenders under the Existing Credit Agreement, (iii) direct the administrative agent or collateral agent, as applicable, under the Existing Credit Agreement to enter into an intercreditor agreement in form and substance reasonably satisfactory to the Participating Lenders (the “Intercreditor Agreement”), to, among other things, establish the priority described under the heading “Security” for the Superpriority Term Loan Facility (as defined below) and (iv) provide for other terms or consents mutually and reasonably acceptable to the Borrower and the Participating Lenders.

Immediately following the effectiveness of the Superpriority Credit Agreement and the Term Loan Exchange, the Borrower shall repay at par (with no premium or penalty) Superpriority Term Loans in an aggregate principal amount equal to $40,000,000 (the “Exchange Date Paydown”).

Borrower:

Casa Systems, Inc. (the “Borrower”).

Administrative Agent and Collateral Agent:

JPMorgan will act as sole and exclusive administrative agent and collateral agent (in such capacities, the “Administrative Agent”) in respect of the Superpriority Term Loan Facility for the Superpriority Lenders (as defined below), and will perform the duties customarily associated with such role.

Bookrunner and Lead Arranger:

JPMorgan will act as sole lead arranger and bookrunner (in such capacity, the “Lead Arranger”) for the Superpriority Term Loan Facility and will perform the duties customarily associated with such role.

Lenders:

The Participating Lenders who duly elect to exchange their Initial Term Loans for Superpriority Term Loans on the Exchange Effective Date (collectively, and together with any party (excluding Disqualified Institutions) that becomes a lender by assignment as set forth under “Assignments and Participations” below, the “Superpriority Lenders”).

Superpriority Term Loan Facility:

A senior secured term loan facility in an aggregate principal amount of up to $223,883,882.45 (the “Superpriority Term Loan Facility”; the loans thereunder, the “Superpriority Term Loans”). The Superpriority Term Loans shall be denominated in Dollars.

Original Issue Discount:

3.0% of the aggregate principal amount of the Superpriority Term Loans (after giving effect to the

Exchange Date Paydown) payable in kind to all Participating Lenders; it being understood that such OID shall be added to the principal amount of the Superpriority Term Loans on the Exchange Effective Date.

Warrants:

The Borrower will issue penny warrants on the Exchange Effective Date to the Superpriority Lenders representing up to 19.99% of the fully diluted outstanding shares of the Borrower (the “Warrants”), subject to a vesting schedule as set forth on Exhibit I and in form and substance reasonably satisfactory to the Superpriority Lenders.

Board Observer:

The Participating Lenders who are parties to the TSA shall have the right to appoint an independent board observer who is reasonably acceptable to the Borrower and is not otherwise a director, officer, employee or board observer of a competitor of the Borrower or any of its Subsidiaries (the “Observer”) to be present in a nonvoting observer capacity at all meetings of the board of directors of the Borrower (and any committees thereof) and the Borrower shall deliver to the Observer copies of all notices, minutes, consent and other materials that it provides to its directors at the same time and in the same manner as provided to such directors (collectively, the “Board Materials”); subject to customary exclusions to be agreed. The Borrower shall compensate the Observer commensurate to its independent directors in a combination of cash and equity or in a cash amount not to exceed $150,000 (at the Observer’s option) for each 12-month period (and prorated for any partial period) that the Observer is engaged as a board observer. The Observer shall cease to be engaged on such date that no Superpriority Term Loans are outstanding. The Borrower shall reimburse the Observer for all reasonable and documented out-of-pocket expenses incurred by the Observer in connection with attending such meetings.

Incremental Facilities:

The Superpriority Credit Agreement will permit the Borrower from time to time to add one or more incremental term loan facilities (each, an “Incremental Term Loan Facility”), and/or add one or more incremental revolving facilities (each, an “Incremental Revolving Facility”; together with any Incremental Term Loan Facilities, the “Incremental Facilities”)

under the Superpriority Credit Agreement in an aggregate principal amount of up to $25,000,000 (the “Available Incremental Amount”); provided that:

(i) no existing Superpriority Lender will be required to participate in any such Incremental Facility but no Incremental Facility may be incurred without first offering each Superpriority Lender the right to provide their pro rata portion of such Incremental Facility on the same terms as offered to any other prospective lender; provided that, to the extent that any Superpriority Lender elects not to provide its pro rata portion of any such Incremental Facility (and if such Superpriority Lender has not accepted or declined such offer within ten (10) days following receipt of written notice of such offer, such Superpriority Lender will be deemed to have declined such offer), the other Superpriority Lenders shall have the right to provide such Superpriority Lender’s pro rata portion of the Incremental Facility (and if such other Superpriority Lender does not accept or decline such offer within three (3) Business Days following receipt of written notice of such offer from the Borrower, such other Superpriority Lender will be deemed to have declined such offer);

(ii) no event of default exists, or would exist, after giving effect thereto;

(iii) in the case of any Incremental Term Loan Facility (1) the final maturity date and the weighted average life of any such Incremental Term Loan Facility shall not be earlier than, or shorter than, as the case may be, the maturity date or the weighted average life, as applicable, of the Superpriority Term Loan Facility and (2) the interest rates (including margins and floors), currency, pricing, discounts, premiums, fees and, subject to clause (1), the maturity and amortization schedule, applicable to any such Incremental Term Loan Facility shall be determined by the Borrower and the lenders thereunder;

provided that, if the applicable All-In Yield (to be defined in the Superpriority Credit Agreement in form and substance acceptable to the Participating Lenders) relating to any Incremental Term Loan Facility exceeds the applicable All-In Yield relating to the Superpriority Term Loan Facility by more than 0.50%, the applicable interest rate relating to the Superpriority Term Loan Facility shall be increased by an amount

equal to the difference between the All-In Yield with respect to the Incremental Term Loan Facility and the corresponding All-In Yield on the initial Superpriority Term Loan Facility minus 0.50% (it being agreed that any increase in yield to the initial Superpriority Term Loan Facility required due to the application of a Term Benchmark or ABR floor on any Incremental Term Loan Facility shall be effected, at the option of the Borrower, through an increase in (or implementation of, as applicable) any Term Benchmark or ABR floor applicable to the Superpriority Term Loan Facility or an increase in the applicable margin or a combination thereof);

(iv) the Incremental Facilities will rank pari passu in right of payment and pari passu with respect to security with the Superpriority Term Loan Facility, and will be secured by the same collateral and will be guaranteed by the same guarantors as the Superpriority Term Loan Facility;

(v) any Incremental Term Loan Facility may provide for the ability to participate (I) on a pro rata basis or less than pro rata basis in any voluntary prepayments of the Superpriority Term Loans and (II) on a pro rata basis or less than pro rata basis in any mandatory prepayments of the Superpriority Term Loans; and

(vi) all terms and documentation with respect to any Incremental Term Loan Facility which differ materially from those with respect to the Superpriority Term Loans (except to the extent permitted by clauses (iii) or (v) above) shall be either substantially similar to, and not more favorable to the lenders thereunder than the Superpriority Term Loan Facility (it being understood that terms differing from those with respect to the Superpriority Term Loan Facility applicable only after the maturity date of the Superpriority Term Loan Facility or the modification of the terms of the then-existing Term Loans to receive the benefit of such more favorable terms are acceptable) or shall be reasonably satisfactory to the Administrative Agent.

The proceeds of the Incremental Facilities will be used for general corporate purposes of the Borrower and its subsidiaries (including for capital expenditures, permitted acquisitions and other permitted investments, restricted payments, refinancing of

indebtedness and any other transaction not prohibited by the Superpriority Credit Agreement).

Incremental Equivalent Debt:

The Borrower may, in lieu of adding Incremental Facilities, issue or incur Incremental Equivalent Debt in an aggregate principal amount not to exceed the IED Cap (as defined below) in a manner, and subject to terms and conditions, substantially the same as the Existing Credit Agreement; except that, Incremental Equivalent Debt will (i) either (x) rank junior in right of security with the Superpriority Term Loans subject to an intercreditor agreement reasonably satisfactory to the Administrative Agent or (y) be unsecured and (ii) the final maturity date and the weighted average life of any such Incremental Equivalent Debt shall not be earlier than, or shorter than, as the case may be, the maturity date or the weighted average life, as applicable, of the Superpriority Term Loan Facility; provided that:

For the purposes hereof, “IED Cap” means the sum of:

(A) if such Incremental Equivalent Debt will (i) rank junior in right of security with the Superpriority Term Loans, an unlimited amount of Incremental Equivalent Debt so long as at the time of incurrence of such amounts, the Total Net Senior Secured Leverage Ratio (to be defined in the manner forth under the heading “Financial Definitions”) is less than or equal to 1.50:1.00 after giving Pro Forma Effect to any such incurrence, or (ii) be unsecured, an unlimited amount of Incremental Equivalent Debt so long as at the time of incurrence of such amounts, the Total Net Leverage Ratio (to be defined in the manner forth under the heading “Financial Definitions”) is less than or equal to 2.25:1.00 after giving Pro Forma Effect to any such incurrence); plus

(B) all voluntary prepayments of the Superpriority Term Loan Facility, any Incremental Facility or any Refinancing Equivalent Debt that is secured on a pari passu basis with the Superpriority Term Loan Facility (except to the extent funded with proceeds of refinancing indebtedness).

Refinancing Facilities:

Substantially the same as the Existing Credit Agreement.

Availability:

The principal amount of the Initial Term Loans of Participating Lenders will be exchanged on a dollar for dollar basis for an equal principal amount of Superpriority Term Loans on the Exchange Effective Date. Superpriority Term Loans that are repaid or prepaid may not be reborrowed.

Interest Rates and Fees:

As set forth on Annex I hereto.

Final Maturity and Amortization:

The Superpriority Term Loan Facility will mature on December 20, 2027 (the “Superpriority Maturity Date”) and will amortize in equal quarterly installments in aggregate annual amounts equal to 1.0% of the principal amount of the Superpriority Term Loan Facility outstanding on the Exchange Effective Date (immediately after giving effect to the Exchange Date Paydown), with the first amortization installment payable on the first Business Day of the first full fiscal quarter after the Exchange Effective Date with the balance payable on the Superpriority Maturity Date; provided, that (i) the Superpriority Maturity Date shall be December 20, 2025 if, unless

otherwise waived by the Superpriority Lenders holding at least 75% of the outstanding principal amount of the Superpriority Term Loans, (x)(1) first lien net leverage ratio is greater than a ratio to be mutually agreed upon, or (2) total net leverage ratio is greater than a ratio to be mutually agreed upon, in each case, as of September 30, 2025 or (y) a Default or Event of Default has occurred and is continuing under the Superpriority Credit Agreement as of December 20, 2025, and (ii) the Superpriority Credit Agreement shall provide the right for the Borrower to extend commitments and/or outstandings pursuant to one or more tranches with only the consent of the respective extending Superpriority Lenders (it being understood that each Superpriority Lender under the tranche that is being extended shall have been offered the opportunity to participate in such extension on the same terms and conditions as each other Superpriority Lender under such tranche).

Guarantees:

All obligations of the Borrower under the Superpriority Term Loan Facility will be unconditionally guaranteed jointly and severally on a senior secured basis by each existing and subsequently acquired or organized direct or indirect wholly-owned subsidiary of the Borrower (including, but not limited to, each guarantor under the Existing Credit Agreement), subject to exclusions for “Excluded Subsidiaries” as defined consistent with the Existing Credit Agreement, except such term shall not include (i) Immaterial Subsidiaries (other than dormant Subsidiaries), (ii) Unrestricted Subsidiaries and (iii) certain Foreign Subsidiaries organized under the laws of Australia and potentially other jurisdictions to be determined (the “Guarantors” and, together with the Borrower, the “Loan Parties”);provided that, a Subsidiary shall not constitute an Excluded Subsidiary if such Subsidiary was formed not for a bona fide business purpose and, if such non-wholly owned Subsidiary was formed or became a non-wholly owned Subsidiary by the Disposition or issuance of Equity Interests, unless such Disposition or issuance is made to a bona fide unaffiliated third party for fair market value and as otherwise permitted under the Superpriority Credit Agreement.

Security:

The Superpriority Term Loan Facility shall have a first priority perfected security interest in and lien on

substantially all assets of the Loan Parties, subject to exclusions for “Excluded Assets” as defined consistent with the Existing Credit Agreement (except such term shall not include Equity Interests in excess of 65% of the total issued and outstanding Equity of Interests of Foreign Subsidiaries or FSHCOs), which liens shall rank senior to the liens securing the obligations under the Existing Credit Agreement; provided that, Excluded Assets shall not include (i) certain unencumbered assets under the Existing Credit Agreement to be determined and (ii) cash and Cash Equivalents, and the Loan Parties shall be required to deliver control agreements within sixty (60) days (or such longer period as may be agreed by the Required Lenders following the Exchange Effective Date) with respect to its deposit accounts and securities accounts, subject to certain customary exclusions to be agreed upon.

The threshold for “Material Real Property” shall be reduced to $1,000,000; provided that, prior to September 20, 2023 (or such later date as the Required Lenders may reasonably agree), the term “Material Real Property” shall exclude the company’s Andover, Massachusetts headquarters for so long as the Borrower is actively pursuing a sale or sale-leaseback of such property in good faith (the “HQ Sale Leaseback”). For the avoidance of doubt, if the Borrower has not consummated a sale or sale-leaseback of its headquarters on or prior to September 20, 2023 (or such later date as the Required Lenders may reasonably agree), it shall automatically constitute Collateral as of such date and the Borrower shall duly execute and deliver a Mortgage and such other agreements and documents in accordance with terms substantially similar to Section 6.13(b) of the Existing Credit Agreement.

Intercreditor Agreement:

The Intercreditor Agreement shall provide, among other things, that obligations under the Existing Credit Agreement will be a “silent” second lien and that (a) the Superpriority Lenders and the other holders of indebtedness secured by the Collateral on a pari passu basis with the Superpriority Term Loans (collectively, the “Superpriority Lienholders”) will have a block on the ability of the Lenders (or agent) under the Existing Credit Agreement to exercise remedies with respect to any shared collateral for an indefinite period, (b) the

Lenders (or agent) under the Existing Credit Agreement will not object to or contest (or support any party that may object to or contest) the value of the Superpriority Lienholders’ collateral, (c) the Lenders (or agent) under the Existing Credit Agreement will not object to or contest (or support any party that may object to or contest) a “debtor-in-possession” financing or use of cash collateral provided by or consented to by the requisite Superpriority Lienholders, (d) the Lenders (or agent) under the Existing Credit Agreement will not object to or contest (or support any party that may object to or contest) any sale or other disposition of assets consented to by the requisite Superpriority Lienholders, including based on rights afforded by sections 363(e) or section 363(f) of the Bankruptcy Code, (e) the Lenders (or agent) under the Existing Credit Agreement will not object to or contest (or support any party that may object to or contest) the Superpriority Lienholders’ adequate protection in any form, including the allowance or payment of interest, fees, expenses or any other amounts as adequate protection, (f) the Lenders (or agent) under the Existing Credit Agreement agree that any adequate protection provided to the Lenders (or agent) under the Existing Credit Agreement may be paid under any plan of reorganization in any combination of cash, debt, equity or other property, (g) the Lenders (or agent) under the Existing Credit Agreement shall not seek adequate protection in the form of payments for current post-petition fees and expenses, and/or any other cash payments, (h) the Lenders (or agent) under the Existing Credit Agreement shall not assert or enforce any claim under section 506(c) of the Bankruptcy Code, (i) the Lenders (or agent) under the Existing Credit Agreement shall not oppose or seek to challenge any claim by the Superpriority Lenders for allowance of claims for post-petition interest, fees, costs, expenses or other charges, (j) the Lenders (or agent) under the Existing Credit Agreement may not propose, support or vote in favor of any plan of reorganization that is inconsistent with the terms of the Intercreditor Agreement, (k) the Lenders (or agent) under the Existing Credit Agreement will have no consent rights in respect of changes to the Superpriority Credit Agreement (or any documents related thereto), and (l) the Lenders (or

agent) under the Existing Credit Agreement shall not propose a “debtor-in-possession” financing unless the Superpriority Lenders fail to propose such financing and any such “debtor-in-possession” financing proposed by the Lenders (or agent) under the Existing Credit Agreement (i) ranks junior in right of security with the Superpriority Term Loans and (ii) does not include any unencumbered assets as collateral for such financing.

Unrestricted Subsidiaries:

None.

Mandatory Prepayments:

Substantially the same as the Existing Credit Agreement prior to any exit consents; except that, (i) with respect to mandatory prepayments of Excess Cash Flow, (w) the calculation of Excess Cash Flow for fiscal year 2023 shall commence on the Exchange Effective Date and end on December 31, 2023, (x) the minimum threshold for each transaction shall be removed and the threshold for each fiscal year shall be reduced from $10,000,000 to $2,000,000 (with only amounts in excess of $2,000,000 being required to be prepaid), (y) the deductions to Excess Cash Flow for Restricted Payments pursuant to clause (viii) of the definition thereof shall be removed and (z) the ECF Percentage shall be increased to 75.0% (with no step-downs), (ii) with respect to mandatory prepayments of the Net Cash Proceeds from the Disposition of any asset by the Borrower or any of the Subsidiaries or any Casualty Event, (x) the reinvestment provision for Dispositions (but not Casualty Events) shall be removed and 100% of Net Cash Proceeds from such Dispositions shall be required to repay the Superpriority Term Loans within 10 Business Days of receipt thereof and (y) both the $10,000,000 per fiscal year threshold and the $5,000,000 per transaction threshold shall be removed, (iii) the Borrower shall be required to repay the Superpriority Term Loans with 100% of the Net Cash Proceeds (or, solely if no greater than $100,000,000 of Superpriority Term Loans are outstanding on the date of such prepayment, 75%) received from the issuance of any (x) equity securities by the Borrower or any of its subsidiaries (other than (1) issuances pursuant to employee stock plans, dividend reinvestment plans, other benefit or employee incentive arrangements, or issued as compensation to officers and/or non-employee directors or upon conversion or exercise of outstanding

options or other equity awards and (2) issuances of directors’ qualifying shares and/or other nominal amounts required to be held by persons other than the Borrower or its subsidiaries under applicable law) or (y) Incremental Equivalent Debt, and (iv) any mandatory prepayments shall be subject to the payment of the then-applicable Exit Fee (as defined below). For the avoidance of doubt, the calculation of any mandatory prepayment hereunder shall be after giving effect to the Retained Cash Amount, if any.

With respect to Net Cash Proceeds other than those pursuant to clause (a) of the definition thereof, the definition shall be amended to permit the Borrower to, so long as the Borrower has prepaid at least $20,000,000 of Superpriority Term Loans after the Exchange Effective Date (for the avoidance of doubt, excluding the Exchange Date Paydown), retain an amount equal to the sum (such amount, the “Retained Cash Amount”) of (i) $25,000,000 in the aggregate that may be used for general corporate purposes expressly permitted by the Superpriority Credit Agreement plus (ii) such certain other amounts to be agreed earmarked for specific purposes to be determined.

Voluntary Prepayments and Call Protection:

Prepayments of Superpriority Term Loans will be permitted at any time on terms substantially the same as the Existing Credit Agreement prior to giving effect to the exit consents; except that, (i) except as provided under the heading “Exit Fee”, any voluntary prepayments of Superpriority Term Loans shall be permitted without premium or penalty and (ii) all optional prepayments shall be required to be made pro rata among all Classes of outstanding loans under the Superpriority Agreement.

Exit Fee:

Upon (x) any repayment or prepayment of the Superpriority Term Loans or (y) the acceleration of the Superpriority Term Loans or in the event of a bankruptcy filing or other insolvency event by any of the Loan Parties, any foreclosure, exercise of remedies and/or sale of Collateral following an event of default, the sale of Collateral in an insolvency proceeding, any restructuring, reorganization or compromise of the obligations under the Superpriority Term Loan Facility that is implemented after the commencement of any proceeding under any Debtor Relief Law, or the termination of the Superpriority Credit Agreement as a result of such events or a payment default or

acceleration of the obligations under the Existing Credit Agreement (the events described in this clause (y), each an “Acceleration Event”), the Superpriority Term Loans will be subject to an increasing exit fee on the amount so repaid or prepaid as set forth on Exhibit I (the “Exit Fee”); provided that, the maximum Exit Fee rate shall apply with respect to any Acceleration Event.

Representations and Warranties:

Substantially the same as the Existing Credit Agreement prior to giving effect to the exit consents.

Conditions Precedent to Borrowing:

Customary for transactions of this type, including, but not limited to, the conditions precedent set forth in Annex 1 to that certain Transaction Support Agreement, dated as of May 8, 2023, by and among the Borrower and the Participating Lenders party thereto (the “TSA”).

Affirmative Covenants:

Substantially the same as the Existing Credit Agreement; except that: (1) the annual budget delivered by the Borrower shall include projected unaudited consolidated balance sheets of the Borrower and its subsidiaries as of the end of each calendar month and the related unaudited consolidated statements of projected operations or income and projected cash flow for each calendar month, (2) the Borrower shall, within 30 days after the end of each calendar month, deliver to Administrative Agent a consolidated balance sheet of the Borrower and its subsidiaries as at the end of such calendar month and the related (i) consolidated statements of income or operations for such calendar month and for the portion of the fiscal year then ended and (ii) consolidated statements of cash flows for such calendar month and for the portion of the fiscal year then ended; provided that, with respect to this clause (2), Borrower shall be permitted to deliver such monthly consolidated financial statements for each month ending January 31st simultaneously with the delivery of monthly consolidated financial statements for each month ending February 28th (or 29th, as applicable) and (3) the Borrower shall, within a time period to be agreed after the end of each (x) fiscal quarter where the liquidity tested under the financial covenant is less than an amount to be mutually agreed upon and (y) calendar month where liquidity tested under the financial covenant is less than an amount to be

mutually agreed upon, deliver to the Administrative Agent a 13-week cash flow forecast.

Negative Covenants:

Substantially the same as the Existing Credit Agreement prior to giving effect to the exit consents; except that:

(1) with respect to the Liens covenant, (i) the general basket in Section 7.01(oo) shall be reduced to $10,000,000 (with no “grower” component) and (ii) the ratio basket in Section 7.01(pp) shall be amended to (x) remove the ability to secure Indebtedness or other obligations on a pari passu basis with the Superpriority Term Loans and (y) permit Liens securing Indebtedness incurred under the general debt basket that are secured by the Collateral on a junior basis to the Superpriority Term Loans, subject to pro forma compliance with a Total Net Senior Secured Leverage Ratio of equal to or less than 1.50:1.00;

(2) with respect to the Investments covenant, (i) the general basket in Section 7.02(n) shall be reduced to $10,000,000 (with no “grower” component), (ii) each of (t) the “Excluded Contributions” basket in Section 7.02(t), (u) the “Permitted Acquisitions” basket in Section 7.02(i), (v) the “Available Amount” basket in Section 7.02(j), (w) the joint venture and non-wholly owned Subsidiary basket in Section 7.02(u), (x) the shared basket with Restricted Payments and Prepayments, etc. of Junior Financings in Section 7.02(dd), (y) the ratio basket in Section 7.02(ff) and (z) the similar business basket in Section 7.02(gg) shall be removed, (iii) the cap on Investments made by Loan Parties in Non-Loan Parties pursuant to the intercompany Investment basket in Section 7.02(c)(iv) shall be (x) subject to a customary intercompany subordination agreement and (y) reduced to $5,000,000 (with no “grower” component), it being understood that intercompany “due to / due from” among the Loan Parties and Non-Loan Parties incurred in the ordinary course of business shall not count against such dollar limitation and (iv) the basket in Section 7.02(z) shall be qualified by “in the ordinary course of business”;

(3) with respect to the Indebtedness covenant, (i) the basket for Attributable Indebtedness, purchase money Indebtedness and other similar Indebtedness in Section 7.03(e) shall be reduced to $5,000,000 (with no “grower” component), (ii) the general basket in

Section 7.03(n) shall be (x) reduced to $10,000,000 (with no “grower” component), (y) subject to a cap on the cash interest rate applicable to any such Indebtedness of SOFR + 11.0% and (z) amended to require the Borrower to offer the Superpriority Lenders the right to provide their pro rata portion of such Indebtedness (to the extent constituting debt for borrowed money (other than intercompany Indebtedness)) on the same terms as any other prospective lender, (iii) each of (x) the assumption and acquisition Indebtedness baskets in clauses (g)(i), (g)(ii) and (g)(iii) of Section 7.03 and (y) the non-Guarantor basket in Section 7.03(u) shall be removed and (iv) the covenant shall be amended to permit Capitalized Leases in an amount not to exceed $30,000,000 incurred in connection with a sale leaseback of the company’s headquarters (it being understood and agreed that any Net Cash Proceeds received in connection therewith shall be applied by the Borrower as set forth under the heading “Mandatory Prepayments”);

(4) with respect to the Dispositions covenant, (A) each of the (i) “de minimis” threshold of $5,000,000 in Section 7.05(j)(ii) and (ii) “de minimis” Disposition basket in Section 7.05(u) shall be removed, (B) deeming non-cash items as cash in the proviso to Section 7.05(j)(ii) shall be removed (except in respect of certain agreed transactions) and (C) Dispositions mutually agreed prior to the Exchange Effective Date shall be expressly permitted by the Superpriority Lenders;

(5) with respect to the Restricted Payments covenant, (i) each of, (w) the “Excluded Contributions” basket in Section 7.06(m), (x) the “Available Amount” basket in Section 7.06(c), (y) the post-Qualified IPO basket in Section 7.06(i) and (z) the ratio basket in Section 7.06(o) shall be removed, (ii) the basket for the repurchase of the equity of management and other similar persons in Section 7.06(f) shall be reduced to $2,500,000 per calendar year (with unused amounts being able to be carried forward to the succeeding calendar year) and (iv) the general basket in Section 7.06(k) shall be removed;

(6) with respect to the Transactions with Affiliates covenant, the “de minimis” exception of $2,000,000 shall be reduced to $1,000,000;

(7) with respect to the Prepayments, etc. of Junior Financings covenant, (i) the covenant shall be amended to (x) include unsecured Indebtedness (other than intercompany Indebtedness) in excess of the Threshold Amount (as reduced pursuant to the “Events of Default” section below) in the definition of “Junior Financing” and (y) prohibit the repayment, redemption, repurchase, defeasance, exchange, retirement or other acquisition of the remaining Initial Term Loans (1) prior to the scheduled maturity date thereof (including any extension thereof) (other than regularly scheduled amortization, interest, fees, and the payment of expenses and indemnification obligations thereunder) or (2) on the scheduled maturity date thereof (including any extension thereof) other than, in the case of this clause (2), (A) any repayment that is made with cash on hand at the Borrower and its subsidiaries (other than the proceeds of indebtedness, other than Incremental Equivalent Debt) or (B) an exchange for, or refinancing with, other indebtedness that is secured on a pari passu basis with, or junior basis to, the remaining Initial Term Loans exchanged or refinanced or is unsecured (any such indebtedness, “Subordinated Replacement Debt”); provided that, (I) the final maturity date and the weighted average life of any such Subordinated Replace Debt shall not be earlier than, or shorter than, as the case may be, the maturity date or the weighted average life, as applicable, of the Superpriority Term Loan Facility, (II) the All-In Yield that is paid in cash (versus accruing until maturity or payable in kind as additional debt) applicable to any such Subordinated Replacement Debt shall not exceed SOFR + 11.0%, (III) the Subordinated Replacement Debt shall not be secured by collateral or guaranteed by guarantors, in each case, that are not collateral or guarantors under the Superpriority Term Loan Facility, (IV) unless the Subordinated Replacement Debt is unsecured, it shall rank junior in right of security with the Superpriority Term Loans subject to an intercreditor agreement reasonably satisfactory to the Administrative Agent and (V) subject to the preceding clauses (I)-(IV), all terms and documentation with respect to any Subordinated Replacement Debt which differ materially from those with respect to the Superpriority Term Loan Facility shall be either substantially similar

to, and not more favorable to the lenders thereunder than the terms of the Superpriority Term Loan Facility or shall be reasonably satisfactory to the Administrative Agent and (ii) in the case of any other Junior Financings, each of (w) the “Excluded Contributions” basket in Section 7.13(vii), (x) the shared basket with Restricted Payments and Investments in Section 7.13(iv), (y) the “Available Amount” basket in Section 7.13(v) and (z) the ratio basket in Section 7.13(vi) shall be removed;

(8) with respect to all negative covenants, (i) the grower component in any basket and (ii) the ability to reclassify baskets, shall be removed;

(9) no amendments to the Existing Credit Agreement in any manner materially adverse to the interests of the Superpriority Lenders shall be permitted; provided that the following shall be considered materially adverse (i) the inclusion of a financial maintenance covenant, (ii) the imposition of additional mandatory prepayment obligations, (iii) amendments that shorten the scheduled final maturity or shorten the weighted average life to maturity, (iv) restrictions on the ability of the Borrower or any Guarantor to make payments under the Superpriority Credit Agreement or (v) amendments to the level of cash interest payments; and

(10) a covenant restricting sale-leaseback transactions shall be added as Section 7.10 and which shall only permit sale-leasebacks of assets (other than material Intellectual Property or any owned real property (except the HQ Sale Leaseback)) consummated for fair market value as determined in good faith by (i) the Borrower or (ii) if the proceeds received from any sale-leaseback exceeds $2,500,000, the board of directors (or a duly appointed committee thereof) of the Borrower; provided that, any such sale-leaseback may not be entered into with Affiliates of the Borrower or its Subsidiaries, including Summit Partners or any of its Affiliates unless (x) an independent committee to evaluate proposals to which the Observer can participate is created and the transaction has been approved by a majority of disinterested directors or (y) it is consented to by the Required Lenders).

It is understood and agreed that the Superpriority Credit Agreement shall prohibit the sale, lease,

conveyance, assignment, transfer or other disposition (including pursuant to an exclusive license) of (x) any legal right in any intellectual property or (y) the 5G core and cable segments, in each case, from any Loan Party to any affiliate of the Borrower that is not a Loan Party (other than (1) non-exclusive licenses granted in the ordinary course of business to a Subsidiary of the Borrower and (2) in connection with a sale, lease, conveyance, assignment, transfer or other disposition that otherwise complies with the requirements of Section 7.05(j), complies with the arm’s-length requirements set forth in the affiliate transactions covenant and (x) an independent committee to evaluate proposals to which the Observer can participate is created and the transaction has been approved by a majority of disinterested directors or (y) it is consented to by the Required Lenders).

Financial Covenant:

The Superpriority Credit Agreement will contain a minimum liquidity covenant (x) mutually and reasonably acceptable to the Borrower and the Participating Lenders, but in any event will test, on the last day of each month, the average daily liquidity level during the five (5) consecutive Business Days ending on the last day of such month and will be set at levels giving at least a 25% cushion to the Borrower’s anticipated liquidity levels to be agreed and which will be reported to the Administrative Agent within five (5) Business Days of the last day of such month, and (y) testing as of November 15, 2023 and December 10, 2023, after giving pro forma effect to the repayment, if any, of the remaining Initial Term Loans on December 20, 2023, in an amount equal to or exceeding an amount to be agreed (and demonstrating satisfactory liquidity resources or arrangements as of such date to consummate the repayment of the remaining Initial Term Loans on December 20, 2023).

Financial Definitions:

Substantially the same as the Existing Credit Agreement prior to giving effect to the exit consents; except that, (i) the “netting” of cash and cash equivalents shall be removed from the definitions of “Consolidated First Lien Net Debt”, “Consolidated Net Debt” and “Consolidated Senior Secured Net Debt” (other than for purposes of testing the springing maturity leverage ratio) and (ii) the definition of “Consolidated EBITDA” shall be amended to (x) prohibit the add-backs in clauses (a)(v) and (a)(xi) in

the aggregate from exceeding 10% of Consolidated EBITDA (calculated before giving effect to such add-backs), except for the approximately $17,000,000 in cost-savings previously identified to the Participating Lenders which shall be permitted and not subject to such cap, and (y) reduce the period in clause (a)(xi) from eighteen (18) months to twelve (12) months.

Events of Default:

Substantially the same as the Existing Credit Agreement prior to giving effect to the exit consents; except that: (i) the Threshold Amount shall be reduced to $5,000,000 and (ii) Section 8.01(e)(A) shall be amended to also apply to any event of default under the Existing Credit Agreement.

Voting:

Substantially the same as the Existing Credit Agreement; except that, the consent of 100% of the Superpriority Lenders shall be required with respect to (i) the subordination of (x) the Liens securing the Superpriority Term Loan Facility or (y) the Superpriority Term Loan Facility in right of payment, in each case, to the obligations under any other Indebtedness, unless each Lender directly and adversely affected thereby is offered a bona fide opportunity to ratably participate in such transaction on the same terms (other than bona fide arrangement, structuring, underwriting or other similar fees that are not paid generally to all lenders of such Indebtedness) as the other lenders participating in such transaction, (ii) any extension of the grace period with respect to any payment default beyond sixty (60) days and (iii) any changes to the requirement to pay interest in cash.

Cost and Yield Protection:

Substantially the same as the Existing Credit Agreement.

Bail-in Provisions:

The Superpriority Credit Agreement shall contain customary EU and UK bail-in provisions.

Assignments and Participations:

Substantially the same as the Existing Credit Agreement except that “open market purchases” shall be required to be offered to all Superpriority Lenders.

Confidentiality

Substantially the same as the Existing Credit Agreement.

Expenses and Indemnification:

Substantially the same as the Existing Credit Agreement, except that the Borrower shall reimburse members of the steering committee for all reasonable and documented out-of-pocket fees and expenses, which, in the case of legal and advisor fees and expenses, shall be limited to the legal fees and out-of-pocket expenses of Akin Gump Strauss Hauer & Feld

LLP (“Akin”) (and of a single local counsel to the Lenders, taken as a whole, in each appropriate jurisdiction) and fees and expenses of FTI Consulting, Inc. (“FTI”) in accordance with the terms of the Engagement Letter dated as of April 15, 2023 by and among Akin and FTI (and acknowledged and agreed to as to certain provisions thereof by the Borrower).

Governing Law and Forum:

New York.

Counsel for Administrative Agent and Lead Arranger:

Simpson Thacher & Bartlett LLP.

Interest Rates:

The interest rate under the Superpriority Term Loan Facility will be, at the option of the Borrower, (a) any time on or prior to June 30, 2025, (x) the Adjusted Term SOFR Rate plus 6.50% per annum or (y) the ABR plus 7.50% per annum or (b) after June 30, 2025, (x) the Adjusted Term SOFR Rate plus 13.00% per annum, or (y) the ABR plus 14.00% per annum; provided that, the interest rate margin in respect of both Term Benchmark Loans and Base Rate Loans shall be increased (i) by 0.50% on July 1, 2024 and (ii) by 1.00% on and after January 1, 2025 (for a total increase of 1.50%), if in each case in excess of $125,000,000 of Superpriority Term Loans are outstanding on such date (with continuing effect from such date regardless of the outstanding amount of Superpriority Term Loans at any time thereafter).

The Borrower may elect interest periods of one, three or six months for Term Benchmark borrowings.

Calculation of interest shall be on the basis of the actual days elapsed in a year of 360 days (or 365 or 366 days, as the case may be, in the case of Base Rate Loans based on the Prime Rate (as defined below)) and interest shall be payable at the end of each interest period and, in any event, at least every three months.

“ABR” means the highest of (i) the rate of interest last quoted by The Wall Street Journal in the U.S. as the prime rate in effect (the “Prime Rate”), (ii) the NYFRB Rate from time to time plus 0.50% and (iii) the Adjusted Term SOFR Rate applicable for an interest period of one month plus 1.00%; provided, however, that notwithstanding the rate calculated in accordance with the foregoing, at no time shall the ABR for the

Superpriority Term Loan Facility be less than 3.00% per annum.

“Adjusted Term SOFR Rate” means the Term SOFR Rate plus (i) in the case of an interest period of one month, .11448%, (ii) in the case of an interest period of three months, .26161% and (iii) in the case of an interest period of six months, .42826%; provided that, if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of calculating such rate.

“Base Rate Loan” means a Loan that bears interest based on the ABR.

“CME Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as the NYFRB shall set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate; provided that, if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to zero for the purposes of calculating such rate.

“Floor” means the benchmark rate floor, if any, provided in the Superpriority Credit Agreement with respect to the Adjusted Term SOFR Rate. For the avoidance of doubt, the initial Floor for the Adjusted Term SOFR Rate shall be 2.00%.

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day; provided that, if any of the aforesaid rates shall be less than zero, such rate shall be deemed to zero for the purposes of calculating such rate.

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated in Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on its public

website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).

“SOFR” means, with respect to any business day, a rate per annum equal to the secured overnight financing rate for such business day published by the NYFRB on the NYFRB’s website on the immediately succeeding business day.

“Term Benchmark” when used in reference to any Loan or Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Adjusted Term SOFR Rate.

“Term SOFR Rate” means, with respect to any Term Benchmark Borrowing denominated in Dollars for any Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such Interest Period, as such rate is published by the CME Term SOFR Administrator.

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

The Superpriority Credit Agreement will contain provisions with respect to a replacement of any Term Benchmark, which shall be based on the Administrative Agent’s customary language for such provisions.

Default Rate:

Same as under the Existing Credit Agreement.

Date

Maximum Percentage of Fully-Diluted Outstanding Shares Exercisable Under Warrant

Exit Fee Percentage

June 30, 2023

10%

0%

September 30, 2023

10%

0%

December 31, 2023

10%

0%

March 31, 2024

15%

3%

June 30, 2024

15%

5%

September 30, 2024

15%

8%

December 31, 2024

15%

10%

March 31, 2025

19.99%

15%

June 30, 2025

19.99%

17.5%

September 30, 2025 and thereafter

19.99%

20%

Three Months Ended March 31,

2023

2022

Revenue

$

45,297

$

64,399

Cost of revenue

27,142

37,720

Gross profit

18,155

26,679

Operating expenses:

Research and development

20,840

22,673

Selling, general and administrative

24,457

22,329

Total operating expenses

45,297

45,002

Loss from operations

(27,142

)

(18,323

)

Other income (expense):

Interest income

966

34

Interest expense

(5,208

)

(3,688

)

Gain on extinguishment of debt

133

—

Loss on foreign currency, net

(292

)

(273

)

Other income, net

33

18

Total other expense, net

(4,368

)

(3,909

)

Loss before provision for income taxes

(31,510

)

(22,232

)

Provision for income taxes

148

10,352

Net loss

$

(31,658

)

$

(32,584

)

Net loss per share:

Basic and diluted

$

(0.33

)

$

(0.39

)

Weighted-average shares used to compute net loss per share:

Basic and diluted

95,793

84,583

Three Months Ended March 31,

2023

2022

Reconciliation of Net Loss to Non-GAAP Net Loss:

Net loss

$

(31,658

)

$

(32,584

)

Stock-based compensation

4,122

2,628

Amortization of acquired intangible assets

1,343

1,426

Severance and restructuring charges

3,936

—

Tax effect of excluded items

(2,256

)

(1,032

)

Non-GAAP net loss

$

(24,513

)

$

(29,562

)

Non-GAAP net loss margin

(54.1

)%

(45.9

)%

Reconciliation of Diluted Net Loss Per Share
     to Non-GAAP Diluted Net Loss Per Share:

Diluted net loss per share

$

(0.33

)

$

(0.39

)

Non-GAAP adjustments to net loss

0.07

0.04

Non-GAAP diluted net loss per share

$

(0.26

)

$

(0.35

)

Weighted-average shares used in computing diluted
   net loss per share

95,793

84,583

Reconciliation of Net Loss to Adjusted EBITDA:

Net loss

$

(31,658

)

$

(32,584

)

Stock-based compensation

4,122

2,628

Amortization of acquired intangible assets

1,343

1,426

Severance and restructuring charges

3,936

—

Depreciation and amortization

1,543

2,189

Other expense

4,368

3,909

Provision for income taxes

148

10,352

Adjusted EBITDA

(16,198

)

(12,080

)

Adjusted EBITDA margin

(35.8

)%

(18.8

)%

Three Months Ended March 31,

2023

2022

Reconciliation of Net Cash (Used in) Provided by Operating
   Activities to Free Cash Flow:

Net cash (used in) provided by operating activities

$

(8,350

)

$

18,097

Purchases of property and equipment and software licenses

(679

)

(966

)

Free cash flow

$

(9,029

)

$

17,131

Summary of Stock-Based Compensation Expense:

Cost of revenue

$

26

$

35

Research and development

700

595

Selling, general and administrative

3,396

1,998

Total

$

4,122

$

2,628

Summary of Revenue:

Product revenue:

Access devices

24,908

31,747

Cable

6,918

19,774

Cloud

3,423

1,024

Product revenue

$

35,249

$

52,545

Service revenue:

Access devices

846

1,762

Cable

8,416

8,855

Cloud

786

1,237

Service revenue

$

10,048

$

11,854

Total revenue

$

45,297

$

64,399

March 31,

December 31,

2023

2022

Assets

Current assets:

Cash and cash equivalents

$

112,495

$

126,312

Accounts receivable, net

47,463

74,484

Inventory

83,339

81,795

Prepaid expenses and other current assets

4,914

2,836

Prepaid income taxes

2,918

6,352

Total current assets

251,129

291,779

Property and equipment, net

18,695

19,518

Right-of-use assets

4,756

5,199

Goodwill

50,177

50,177

Intangible assets, net

24,252

25,759

Other assets

7,120

5,862

Total assets

$

356,129

$

398,294

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

$

15,106

$

29,283

Accrued expenses and other current liabilities

34,525

31,825

Accrued income taxes

896

4,298

Deferred revenue

36,372

31,305

Lease liability

1,909

2,040

Current portion of long-term debt, net of unamortized debt issuance costs

223,256

225,161

Total current liabilities

312,064

323,912

Accrued income taxes, net of current portion

7,408

6,640

Deferred tax liabilities

1,493

1,490

Deferred revenue, net of current portion

5,195

5,529

Lease liability, long-term

3,087

3,416

Other liabilities, net of current portion

7,646

7,906

Total liabilities

336,893

348,893

Stockholders’ equity:

  Common stock

100

98

  Treasury stock

(14,837

)

(14,837

)

  Additional paid-in capital

245,858

244,675

  Accumulated other comprehensive (loss) income

(1,997

)

(2,305

)

  Accumulated deficit

(209,888

)

(178,230

)

     Total stockholders’ equity

19,236

49,401

     Total liabilities and stockholders’ equity

$

356,129

$

398,294

March 31,

2023

2022

Operating activities:

Net loss

$

(31,658

)

$

(32,584

)

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Depreciation and amortization

2,886

3,615

Stock-based compensation

4,122

2,628

Deferred income taxes

3

369

Change in provision for doubtful accounts

(470

)

253

Change in provision for excess and obsolete inventory

(244

)

(27

)

Gain on disposal of assets

4

—

Non-cash lease expense

571

—

Gain on extinguishment of debt

(133

)

—

Changes in operating assets and liabilities:

Accounts receivable

27,655

37,487

Inventory

(1,222

)

(514

)

Prepaid expenses and other assets

(3,326

)

(205

)

Prepaid income taxes

3,444

21,333

Accounts payable

(13,895

)

(13,661

)

Accrued expenses and other current liabilities

2,345

(13,707

)

Operating lease liability

(530

)

—

Accrued income taxes

(2,630

)

8,985

Deferred revenue

4,728

4,125

Net cash (used in) provided by operating activities

(8,350

)

18,097

Investing activities:

Purchases of property and equipment

(679

)

(962

)

Purchases of software licenses

—

(4

)

Net cash used in investing activities

(679

)

(966

)

Financing activities:

Principal repayments of debt

(1,988

)

(750

)

Proceeds from exercise of stock options

2

79

Employee taxes paid related to net share settlement of equity awards

(2,938

)

(1,490

)

Payments of dividends and equitable adjustments

—

(1

)

Repurchases of common stock

—

(1,192

)

Net cash used in financing activities

(4,924

)

(3,354

)

Effect of exchange rate changes on cash and cash equivalents

140

100

Net (decrease) increase in cash, cash equivalents and restricted cash

(13,813

)

13,877

Cash, cash equivalents and restricted cash at beginning of period

129,425

157,804

Cash, cash equivalents and restricted cash at end of period

$

115,612

$

171,681

Supplemental disclosures of cash flow information:

Cash paid for interest

$

4,849

$

3,478

Cash paid for income taxes

$

3,132

$

1,806

Supplemental disclosures of non-cash operating, investing
   and financing activities:

Purchases of property and equipment included in accounts payable

$

20

$

60