Our ambition is to upgrade 85% of Kiwis on our network onto Better Broadband.

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1 Recipient name Organisation Address line 1 Address line 2 Address line 3 Chorus New Zealand Limited Chorus House 66 Wyndham Street AUCKLAND [Date] Dear [ ], Better Broadband Offer Our ambition is to upgrade 85% of Kiwis on our network onto Better Broadband. To achieve this we ve been supporting you to migrate new and existing customers to the best broadband available (either fibre or VDSL) with the Broadband Upgrade Offer, which expires on 30 September To continue to support you past 30 September, we re replacing the Broadband Upgrade Offer with the more targeted Better Broadband Offer. So what s new? The Better Broadband Offer applies primarily to fibre orders. If fibre is not an option on our network, we will credit a VDSL or - in some instances an ADSL connection. We ll supply you with two targeted lists: 1. Addresses that are currently not connected to our network. 2. Addresses that may require more encouragement and persuasion to move to better broadband. Credits Here s what you need to know about the payment of credits: For addresses that: o are not currently on our network, you ll receive $200 for every qualifying connection. This includes fibre (Bitstream 2 100/20 or better), Basic VDSL, Boost VDSL and ADSL (if it s the only Chorus service available); and o may require more encouragement to move to better broadband, you ll receive $150 for every fibre qualifying connection, or $100 for every Basic VDSL and Boost VDSL qualifying connection; We ll waive key transaction fees when you migrate an address on the targeted upgrade list from ADSL to VDSL (connection only) this includes upgrades, transfers and new connections; To qualify for the credit, the connection must have service given by 30 September 2018 and remain active for a minimum of 30 days; and The targeted address lists will be supplied quarterly. A connection to an address on these lists only qualifies for a credit if you make the order during the quarter to which the list applies.

2 The Better Broadband Offer runs from 1 October 2017 until 30 June 2018, subject to the terms of this letter, which are set out in the appendix. If you d like to prioritise migrating your existing customers under this offer, you can identify them by cross-referencing the targeted upgrade list against your ADSL Footprint report. Sign up If you have any questions please contact your account manager. If you accept this offer, please sign this letter and return it to us. You ll need to do so by 30 September 2017 or you ll miss out on participating in the offer. Yours faithfully [Customer s Company Name] agrees to the terms of the Broadband Upgrade Offer as set out in this letter and attached appendix Nick Woodward GM, Product, Sales and Marketing, Chorus New Zealand Limited Authorised Signatory Name: Authorised Signatory Position: Organisation: Date: 2

3 APPENDIX Terms of the Offer Terms of the Better Broadband Offer The terms of the Better Broadband Offer between Chorus New Zealand Limited (Chorus) and you (Offer) are as follows: Term 1. The Offer will commence from 1 October The Offer will terminate on 30 June 2018 unless extended pursuant to clause 3 or shortened pursuant to clause 4 (Termination Date). 3. Chorus may extend the time period or extend the scope of the Offer by giving 30 days notice in a Customer Update. 4. We may withdraw, or further restrict the scope of, the Offer before the Termination Date. If this occurs, we will try and consult with you and we will give you 60 days notice unless we re to withdraw or restrict the scope of the offer due to an external event, in which case the notice may be shorter. Targeted Addresses and Release Periods 5. For the duration of the Offer, we will provide: a Non-Chorus Network List, which identifies addresses that do not currently have a connection to the Chorus network; and a Targeted Upgrade List, which identifies addresses that we consider have a level of inertia making them harder to migrate to better broadband, (together, the Target Lists). 6. The Target Lists will be: provided via a secure website page; and updated for each of the following periods: (i) 1 October to 30 December 2017; (ii) 1 January to 31 March 2018; and (iii) 1 April to 30 June 2018, (each a Release Period), with the Target Lists for each Release Period being released in the month prior to the start of the relevant Release Period (i.e. the Target Lists relating to 1 October to 30 December 2017 will be released mid-september 2017). Qualifying Connections 7. Qualifying Connections are those connections: to addresses included in the Target Lists for a Release Period; ordered by you during the same Release Period during which the address is included in the Target Lists; (c) where service is given by 30 September 2018; (d) (e) which remain connected to Chorus network 30 days after the date on which service is given; and that satisfy the eligibility criteria as follows: 3

4 Eligibility Criteria Table A Table B Table C Table D Connection Type Qualifying Basic VDSL Connections Qualifying Boost VDSL Connections Qualifying Fibre Connections Qualifying ADSL Connections 8. An address will not be eligible for consideration as a Qualifying Connection more than once during the period of the Offer. How does the waiver of certain transaction charges work? 9. Chorus will waive the transaction charges listed in Tables A through D for Qualifying Connections that satisfy the eligibility criteria for the upgrade type set out in the relevant table. How does the credit contribution to your costs work? 10. Chorus will pay the following credit for each Qualifying Connection as a contribution to your costs to acquire or migrate customers to better broadband: Address of Qualifying Connection Credit Connection Type Included in Non- Chorus Network List for a Release Period Included in Targeted Upgrade List for a Release Period $200 - Qualifying ADSL Connections - Qualifying Basic VDSL Connections - Qualifying Boost VDSL Connections - Qualifying Fibre Connections $100 - Qualifying Basic VDSL Connections - Qualifying Boost VDSL Connections $150 - Qualifying Fibre Connections How will the waiver of charges and credit to your costs be applied? 11. Each month the relevant transaction charges will be billed as usual. 12. Each month we will identify each connection which qualified as a Qualifying Connection in the preceding month and pay an amount equal to the value of the aggregated: transaction charges relating to those Qualifying Connections referred to in Tables A to D (inclusive); and/or credits applicable to those Qualifying Connections as set out in clause We will let you know if there are any changes to the way the credits are applied. 14. We will monitor the network status of the address of each Qualifying Connection for: a period of 90 days from the date of service given (Repayment Period). If a Qualifying Connection is disconnected from our network during the 4

5 Repayment Period, we may require you to repay any credit contribution and/or transaction credits we have paid to you under this Offer for that Qualifying Connection; and a period of 90 days from the end of the Repayment Period. If, in Chorus reasonable opinion, a more than de minimis number of Qualifying Connections are disconnected from our network during that extended period: (i) (ii) you will be deemed not to be complying with the terms of this Offer and clause 15(d) will apply; and without limiting our rights under clause 15(d), we may require you to repay any credit contribution and/or transaction credits we have paid to you under this Offer for the relevant Qualifying Connections. 15. We may set off any amount that you owe to us (whether under the terms of this Offer or otherwise) against any amount payable by us to you under the terms of this Offer. We will let you know if we set off any amounts in accordance with this clause 15. Conditions 16. By accepting the Offer, you agree that: (c) (d) You will make any repayments we require from you in accordance with clause 14 (Repayments). Nothing in this clause precludes you from disputing any Repayments under the applicable relevant terms identified in clause 18. You must use the Target Lists provided by us solely in connection with the marketing and promotion of connections to better broadband on the Chorus network as anticipated under the terms of this Offer. You must keep the Target Lists strictly confidential and not disclose these lists to: (i) (ii) any employees, advisers, consultants or contractors engaged by you in the development, sale, or marketing of any broadband product competing with products on the Chorus network; or any third party, in each case without Chorus prior written consent (to be withheld at its absolute discretion). If, in Chorus reasonable opinion, you are not complying with any of the terms of the Offer, Chorus may at any time and from time to time do any or all of the following: (i) (ii) (iii) (iv) meet with you in good faith to discuss our concerns and what you are doing to comply; escalate the issue within Chorus and your company for discussion in good faith; suspend the credit contribution and/or transaction credits until the issue is resolved; and/or terminate this Offer by 30 days written notice to you. For the purposes of this clause 16(d), good faith means the need to work together in an open, co-operative, honest and fair manner, provided that nothing prevents a party from acting in its own self-interest. 5

6 (e) (f) Exclusions You need to include forecasts of the fibre orders expected from acquired and migrated customers as part of this Offer in fibre forecasting submitted under the current S&OP process. You acknowledge that this Offer provides you with support for the purpose of acquiring and migrating customers on to better broadband connections on Chorus network. In recognition of the support provided under the Offer, you confirm that you will: (i) (ii) undertake marketing activity to target the addresses on the Target List for the uptake of better broadband connections to the Chorus network. You will: a. use reasonable endeavours to ensure this marketing activity is in addition to any marketing activity you would normally undertake on a BAU basis; and b. if requested by us, provide us with information that shows your compliance with clause 16(f)(i); and not actively or knowingly promote the disconnection of Qualifying Connections from Chorus network during the term of the Offer or for a period of 6 months from 30 September The Offer does not apply to orders or transaction types not set out in Tables A to D (inclusive) nor are any charges waived other than those specifically waived in Tables A to D (inclusive). Application of relevant terms 18. Except as expressly provided under this Offer: (c) (d) (e) (f) the Basic VDSL Amended Factsheet terms (which in turn adopts UBA STD terms); the UBA STD; Boost VDSL Service Appendix; UFB Reference Offer; Next Generation Access (NGA) Residential Install Offer; and UFB Business Install Offer, each continue to apply to Basic VDSL, UBA, Boost VDSL services and fibre services (as applicable). See Tables A, B, C, D attached 6

7 Table A - Qualifying Basic VDSL Connections Type of upgrade to Basic VDSL Transaction charges UBA STD reference Transaction charges to be waived by Chorus Eligibility criteria Plan change - ADSL to Basic VDSL 1.10 $ No port change at the DSLAM $ Port change at the DSLAM The existing ADSL connection must be identified by Chorus as capable of upgrading to Basic VDSL. You must order a connection only plan change from ADSL to Basic VDSL before the end of the Release Period during which the relevant address is included in a Target List and the connection must be service given by 30 September Transfer - ADSL to Basic VDSL $ No port change at the DSLAM $ Port change at the DSLAM The existing ADSL connection that is being transferred must be upgraded to Basic VDSL. The existing ADSL connection must be identified by Chorus as capable of upgrading to Basic VDSL. You must order a connection only transfer from ADSL to Basic VDSL before the end of the Release Period during which the relevant address is included in a Target List New Connection No Chorus service (intact copper) to Basic VDSL 1.1 $ No site visit (remote connection) $ Exchange or Cabinet visit There must be an intact Chorus copper connection and no existing Chorus service at the address. The connection must be identified by Chorus as capable of upgrading to Basic VDSL. You must order a connection only new connection to Basic VDSL before the end of the Release Period during which the relevant address is included in a Target List and the connection must be service given by 30 September $ Site visit

8 Table B - Qualifying Boost VDSL Connections 1 Type of upgrade to Boost VDSL Transfer - ADSL to Boost VDSL Eligibility criteria The existing ADSL connection that is being transferred must be upgraded to Boost VDSL. The existing ADSL connection must be identified by Chorus as capable of upgrading to Boost VDSL. If transferring the ADSL connection to Boost VDSL, you must order a connection and wiring transfer from ADSL to Boost VDSL before the end of the Release Period during which the relevant address is included in a Target List. New Connection Boost VDSL There must be an intact connection and no existing Chorus service at the address. The connection must be identified by Chorus as capable of upgrading to Boost VDSL. You must order a connection and wiring new connection to Boost VDSL before the end of the Release Period during which the relevant address is included in a Target List and the connection must be service given by 30 September To consume Boost VDSL, you need to be on-boarded, sign the Boost VDSL Service Appendix under the Chorus Services Agreement and satisfy the requirements in that Service Appendix. 2

9 Table C - Qualifying Fibre Connections 2 Type of upgrade to fibre New Connection - ADSL to NGA Bitstream 2 Eligibility criteria There is an existing ADSL connection at the address. The address must be identified by Chorus as having fibre available and being capable of upgrading to fibre. In upgrading to fibre, you must order a fibre new connection for a Chorus Bitstream 2 100/20Mbps and above plan before the end of the Release Period during which the relevant address is included in a Target List and the connection must be service given by 30 September The connection charges are BAU for a fibre new connection request. New Connection - Intact fibre to NGA Bitstream 2 There must be an intact Chorus fibre connection and no existing fibre Chorus service at the address. You must order a fibre new connection for a Chorus Bitstream 2 100/20Mbps and above plan before the end of the Release Period during which the relevant address is included in a Target List and the connection must be service given by 30 September New connection - No fibre intact or copper connection to NGA Bitstream 2 There is no Chorus fibre or copper service at the address. You must order a fibre new connection for a Chorus Bitstream 2 100/20Mbps and above plan before the end of the Release Period during which the relevant address is included in a Target List and the connection must be service given before 30 September To consume Chorus fibre services, you need to be on-boarded, sign the UFB Reference Offer and satisfy the requirements in the Reference Offer and Bitstream 2 Service Description. 3

10 Table D - Qualifying ADSL Connections Type of upgrade to ADSL Transaction charges UBA STD reference Transaction charges to be waived by Chorus Eligibility criteria New connection - No fibre intact or copper connection to ADSL New connection No Chorus connection to ADSL then ADSL to fibre 1.1 $ No site visit (Remote connection) $ Exchange or Cabinet visit $ Site visit 1.1 $ No site visit (Remote connection) $ Exchange or Cabinet visit $ Site visit There is no Chorus fibre or copper service at the address. The only Chorus service available at the address is ADSL. You must order a connection only new connection to ADSL before the end of the Release Period during which the relevant address is included in a Target List and the connection must be service given by 30 September There is no Chorus fibre or copper service at the address. The only Chorus service available at the address is ADSL. You must order a connection only new connection to ADSL before the end of the Release Period during which the relevant address is included in a Target List and the connection must be service given by 30 September You must then order a subsequent fibre new connection for a Chorus Bitstream 2 100/20Mbps and above plan before 30 June 2018 and the connection must service given by 30 September