SPH Notice and Placement & Underwriting Agreement

100080615/3821103.1
Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013
To NZX Limited
and
To EROAD Limited
Relevant event being disclosed: Change of nature of relevant interest
Date of relevant event: 12 December 2017
Date this disclosure made: 12 December 2017
Date last disclosure made: 27 May 2016
Substantial product holder(s) giving disclosure
Full name(s): Steven Newman and NMC Trustees Limited as trustee of the NMC
Investment Trust
Summary of substantial holding
Class of quoted voting products: Ordinary shares in EROAD Limited (NZX Code: ERD)
(“EROAD”)
Summary for Steven Newman
For this disclosure,—
(a) total number held in class: 16,008,294
(b) total in class: 61,017,011
(c) total percentage held in class: 26.236%
For last disclosure,—
(a) total number held in class: 16,059,466
(b) total in class: 60,245,660
(c) total percentage held in class: 26.657%
Summary for NMC Trustees Limited as trustee of the NMC Investment Trust
For this disclosure,—
(a) total number held in class: 15,999,194
(b) total in class: 61,017,011
(c) total percentage held in class: 26.221%

103951.1 - 862542-4
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For last disclosure,—
(a) total number held in class: 15,999,194
(b) total in class: 60,245,660
(c) total percentage held in class: 26.557%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:
On 12 December 2017, EROAD entered into an agreement (“Placement and
Underwriting Agreement”) with First NZ Capital Securities Limited (“FNZC”) pursuant to
which FNZC agreed to act as lead manager and underwriter in connection with arranging
the proposed private placement of approximately $19 million fully paid ordinary shares in
EROAD (“Shares”) for at least $3.04 per Share (and to underwrite the placement by
acquiring any unsold Shares).
The Shares comprise of:
(a) at least $14 million of new fully paid ordinary shares in EROAD to be issued by
EROAD; and
(b) approximately $5 million of existing fully paid ordinary shares in EROAD to be sold by
NMC Trustees Limited.
A copy of the Placement and Underwriting Agreement (19 pages) is attached to this
notice.
Details after relevant event
Details for Steven Newman
Nature of relevant interest(s): Steven Newman is the holder of 20% or more of the shares
in NMC Trustees Limited and has the power to control dealings and voting of shares held
by NMC Trustees Limited as trustee of the NMC Investment Trust. As a consequence of the
Placement and Underwriting Agreement, there is a qualification on the power of Steven
Newman to dispose of, or control the disposal of, up to approximately 1,644,737 of NMC
Trustee Limited’s shares in EROAD.
For that relevant interest,—
(a) number held in class: 15,999,194
(b) percentage held in class: 26.221%
(c) current registered holder(s): NMC Trustees Limited
(d) registered holder(s) once transfers are registered: Unknown.

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Nature of relevant interest(s): Steven Newman has the power to control the acquisition or
disposal of, and has the power to exercise or to control the exercise of, a right to vote the
shares held by Alexandra Ashley Newman, his daughter.
For that relevant interest,—
(a) number held in class: 5,700
(b) percentage held in class: 0.009%
(c) current registered holder(s): Alexandra Ashley Newman
(d) registered holder(s) once transfers are registered: N/A.
Nature of relevant interest(s): Steven Newman has the power to control the acquisition or
disposal of, and has the power to exercise or to control the exercise of, a right to vote the
shares held by Henry James Newman, his son.
For that relevant interest,—
(a) number held in class: 3,400
(b) percentage held in class: 0.006%
(c) current registered holder(s): Henry James Newman
(d) registered holder(s) once transfers are registered: N/A.
Details for NMC Trustees Limited as trustee of the NMC Investment Trust
Nature of relevant interest(s): NMC Trustees Limited is the registered holder of 15,999,194
shares in EROAD (which it holds on trust for the beneficiaries of the NMC Investment Trust
in its capacity as trustee of the NMC Investment Trust). As a consequence of the
Placement and Underwriting Agreement, there is a qualification on the power of NMC
Trustees Limited to dispose of, or control the disposal of, up to approximately 1,644,737 of
its shares in EROAD.
For that relevant interest,—
(a) number held in class: 15,999,194
(b) percentage held in class: 26.221%
(c) current registered holder(s): NMC Trustees Limited
(d) registered holder(s) once transfers are registered: Unknown.
Additional information
Address(es) of substantial product holder(s):
91 Taylor Road, Waimauku, 0882, Auckland, New Zealand

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Contact details:

Steven Newman
Phone: +64 9 927 4713
Email: steven.newman@eroad.co.nz

Nature of connection between substantial product holders: Steven Newman is the holder of
20% or more of the shares in NMC Trustees Limited and has the power to control dealings
and voting of shares held by NMC Trustees Limited as trustee of the NMC Investment
Trust.
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates: First NZ Capital Securities Limited.
Certification
I, Steven Newman, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure
by all persons for whom it is made.

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12 December 2017


The Directors

EROAD Limited
260 Oteha Valley Road
Albany
Auckland 0632
New Zealand

NMC Trustees Limited as trustee of the NMC Investment Trust


Dear Directors

EROAD LIMITED: PLACEMENT AND UNDERWRITING AGREEMENT

EROAD Limited (“EROAD”) and NMC Trustees Limited as trustee of the NMC Investment Trust
(“NMC Trustees”) appoint First NZ Capital Securities Limited (“FNZC”) to act as lead manager and
underwriter in connection with arranging the proposed private placement of approximately $19 million
of fully paid ordinary shares in EROAD (“Shares”) to investors in New Zealand, Australia, Singapore
and Hong Kong and certain other jurisdictions on the terms, and subject to the conditions, of this
letter (this “Agreement”).

The private placement will comprise the issue of at least $14 million of new fully paid ordinary shares
(“New Shares”) by EROAD and the sale of approximately $5 million of existing fully paid ordinary
shares (“Sale Shares”) by NMC Trustees. It is intended that the issue of the New Shares and the
sale of the Sale Shares will be conducted contemporaneously such that they will appear to be a
single placement (referred to jointly as the “Placement”) notwithstanding the fact that a person who
participates in the Placement may subscribe for New Shares and/or purchase Sale Shares.

EROAD and FNZC have entered into a letter agreement dated 23 November 2017 (the
“Engagement Letter”), which sets out the terms and conditions on which FNZC has been engaged
by EROAD to perform certain services in respect of the Placement. In the event of any
inconsistencies between this Agreement and the Engagement Letter, the provisions of this
Agreement will prevail.
1 TERM
This Agreement commences on the date it is signed by all parties and continues until
terminated under clause 8.

2 SAME-CLASS OFFER REGIME

2.1 The Placement will be undertaken in reliance on the exclusion contained in clause 19 (“Clause
19”) of Schedule 1 of the Financial Markets Conduct Act 2013 (“FMCA”).

2.2 EROAD represents and confirms to FNZC and shall procure that:

(a) the Placement is and will remain eligible to be made in reliance on Clause 19 and that
the Placement will be made in compliance with the relevant provisions of the FMCA and
the Financial Markets Conduct Regulations 2014 (“FMCR”);

(b) EROAD is as of the date of this Agreement, and will at all times until the completion of
the Placement be, in compliance with:

(i) the “continuous disclosure obligations” (for the purposes of clause 20 of
Schedule 8 of the FMCR) that apply to it, but for any “excluded information” (as

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that term is defined in clause 20(5) of Schedule 8 of the FMCR), provided that any
such “excluded information” will be disclosed pursuant to clause 20 of Schedule 8
of the FMCR and in accordance with clause 11.1(a) of this Agreement; and

(ii) the “financial reporting obligations” (as that term is defined in clause 20(5) of
Schedule 8 of the FMCR) that apply to it;

(c) on the date specified in the timetable set out in Schedule 3 (“Timetable”), EROAD will
file a “cleansing notice” with NZX Limited (“NZX”) pursuant to, and satisfying the
requirements of, Clause 19 and clause 20(1)(a) of Schedule 8 of the FMCR) in a form
approved in writing by FNZC (“Cleansing Notice”).

3 PLACEMENT ARRANGEMENTS
3.1 FNZC, EROAD and NMC Trustees will arrange the Placement in the following manner:
(a) EROAD and NMC Trustees must comply with the Timetable in respect of the
Placement. The Timetable may be amended by EROAD with the prior written consent
of FNZC, such consent not to be unreasonably withheld;
(b) the Placement will be managed and underwritten by FNZC, at an underwritten price of
$3.04 per Share (“Placement Price”), on the terms and subject to the conditions set
out in this Agreement;
(c) FNZC will market the Shares to investors who are (with such persons being
“Participants”):
(i) persons FNZC reasonably believes to be in New Zealand;
(ii) in Australia, who EROAD considers are persons to whom an offer of shares for
issue may lawfully be made without disclosure under Part 6D.2 of the
Corporations Act 2001 (Cth) (as modified by any applicable regulatory
instrument);
(iii) in Hong Kong, who EROAD considers are “professional investors” as defined
under the Securities and Futures Ordinance of Hong Kong, Chapter 571 of the
Laws of Hong Kong (“SFO”) and any rules made under the SFO;
(iv) in Singapore, who EROAD considers are “institutional investors” as defined in
the Securities and Futures Act, Chapter 289 of Singapore; or
(v) in jurisdictions other than the above, to whom EROAD considers an invitation or
offer to subscribe for the Shares in the manner contemplated by this Agreement
is permitted by the laws of the jurisdiction in which such persons are situated
and to whom the Shares can be lawfully offered and issued without the need for
any formal offer document, registration, lodgement, filing, approval by any
regulatory authority or other formality,
in all cases, EROAD and NMC Trustees must act reasonably and take into account
market practices;
(d) the Placement will be managed by FNZC by way of a bookbuild process, on the terms
set out in this Agreement;
(e) all Shares will be placed at the same price;
(f) in no event will FNZC, EROAD or NMC Trustees offer Shares or indicate that Shares
are or may be available for less than the Placement Price;

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(g) FNZC will close the Placement book by no later than 2.00 pm on 12 December 2017
(NZT) (“Closing Time”). FNZC reserves the right to close the Placement book prior to
the Closing Time, with the agreement of EROAD (not to be unreasonably withheld or
delayed);
(h) FNZC and EROAD will (each acting reasonably) agree on (subject to clause 3.1(j)
below) the allocation of Shares to Participants in the Placement;
(i) settlement of the Placement, FNZC’s underwriting obligations set out in this Agreement,
issue of the New Shares and sale of the Sale Shares is subject to and conditional on
delivery to FNZC of a copy of a certificate, in the form set out in Schedule 1 and dated
as at the Settlement Date, duly executed by an authorised person of EROAD, and a
certificate, in the form set out in Schedule 2 and dated as at the Settlement Date, duly
executed by an authorised person of NMC Trustees, by 8.30am on the Settlement Date
(as defined below);
(j) EROAD must not decline any allocation of Shares to a particular Participant at the
Placement Price, except if, and to the extent that, the Placement is oversubscribed or
such allocation would contravene any applicable law; and
(k) settlement of the Placement will occur in accordance with clause 4.

4 SETTLEMENT
4.1 The Settlement Date for the Placement will be Friday, 15 December 2017, being the third
Business Day (as defined in the NZX Main Board Listing Rules) after the Closing Time
("Settlement Date").
4.2 On the Settlement Date, settlement will occur on a delivery vs payment basis between FNZC
and the Participants to whom Shares are allocated ("Subscribers") in accordance with
procedures to be agreed between EROAD, NMC Trustees and FNZC (each acting reasonably)
in consultation with EROAD’s share registrar.
4.3 If:
(a) after completion of the bookbuild process in respect of the Placement set out in clause
3.1, at least $19 million of Shares is not allocated to Participants in accordance with this
Agreement (the difference between $19 million and the amount of Shares allocated to
participants being the “Shortfall Amount”); or
(b) settlement in respect of all of the Shares in the Placement has not occurred by 5.00pm
on the Settlement Date,
FNZC will at 5.00pm on the Settlement Date make or procure payment of the Shortfall Amount
on the same settlement terms and procedures as agreed pursuant to clause 4.2 and EROAD
or NMC Trustees (as applicable) will issue or transfer (as applicable) to FNZC (or to such
persons nominated by it) the number of Shares equal to the Shortfall Amount divided by the
Placement Price (provided that NMC Trustees will not transfer more than $5 million of Shares
and EROAD will not issue more than $14 million of Shares, other than as may be required to
round to a whole number of Shares or as mutually agreed between FNZC and EROAD).
4.4 EROAD will:
(a) to the extent necessary under the NZX Main Board Listing Rules, apply for official
quotation of the New Shares and use all reasonable endeavours to ensure that
quotation is granted;

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(b) ensure that the issue, and transfer to FNZC on a payment free basis, of the New Shares
occurs no later than 9.30am on the Settlement Date; and
(c) notify NZX of the issue of New Shares in accordance with the requirements of NZX Main
Board Listing Rule 7.12.1.
4.5 NMC Trustees will:
(a) ensure that the sale, and transfer to FNZC on a payment free basis, of the Sale Shares
occurs no later than 9.30am on the Settlement Date; and
(b) notify NZX and EROAD of a movement of more than 1% in its substantial holding of
Shares in accordance with the requirements of section 277 of the FMCA.
5 UNDERWRITING AND PLACEMENT FEES
5.1 In consideration of FNZC agreeing to underwrite and arrange the Placement in accordance
with this Agreement, EROAD and NMC Trustees, immediately following allotment of Shares
on the Settlement Date, will pay to FNZC the fees (“Underwriting and Placement Fees”) as
set out in the Engagement Letter.
5.2 EROAD will be responsible for payment of the Underwriting and Placement Fee in respect of
the gross proceeds of the New Shares issued under the Placement while NMC Trustees will
be responsible for payment of the Underwriting and Placement Fee in respect of the gross
proceeds of the Sale Shares sold under the Placement.
5.3 FNZC will be entitled to recover costs and expenses associated with the Placement from
EROAD and NMC Trustees on the same basis and terms set out in the Engagement Letter,
provided that the costs and expenses will be borne by EROAD and NMC Trustees in proportion
to the gross proceeds of the New Shares issued and Sale Shares sold under the Placement.
6 MARKETING MATERIAL
6.1 The parties agree that:
(a) the marketing materials to be used in connection with the Placement (the “Marketing
Documents”) will be as agreed between EROAD and FNZC and are currently
anticipated to consist of an investor presentation and an NZX announcement; and
(b) such Marketing Documents will be released by EROAD to NZX at the same time as, or
prior to, the release of the Cleansing Notice.
7 WARRANTIES AND REPRESENTATIONS
7.1 EROAD’s warranties to FNZC: EROAD represents and warrants to FNZC as at the date this
Agreement is signed by all parties to it and at all times until settlement of the Placement (by
reference to the facts and circumstances then existing) as follows:
(a) Validly existing body corporate: EROAD is a body corporate validly existing under
the laws of its place of incorporation and has full legal capacity and power to enter into
this Agreement and to carry out the transactions that this Agreement contemplates.
(b) Authority: EROAD’s entry into this Agreement and the performance of its obligations
under it:
(i) has been duly authorised by EROAD’s board of directors, and EROAD has taken
all other corporate action that is necessary or desirable to authorise its entry into
this Agreement and its performance of the transactions that this Agreement
contemplates (and no shareholder approvals are required for such transactions);

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(ii) does not contravene any provision of its constitution or any other agreement,
instrument, authorisation, undertaking or other arrangement binding on it; and
(iii) does not contravene any law, order or regulation applicable to it (except to the
extent, if any, that any action or omission of FNZC results in or constitutes any
such violation),
and this Agreement will be validly executed and delivered, and will (once validly
executed and delivered by FNZC) be legal, valid and binding on EROAD and
enforceable against it in accordance with its terms (subject to laws generally affecting
enforceability).
(c) New Shares Issued Free of Encumbrances:
(i) the New Shares will be fully paid, and will rank pari passu as at the date of
issue with all existing fully paid ordinary shares on issue in EROAD and will be
freely tradable (subject to any restrictions required or imposed under any
applicable laws or regulations); and
(ii) the Subscribers will acquire good marketable title to the New Shares free and
clear of any liens, claims, charges, pre-emptive rights or other security interests
or encumbrances (except as may arise under law in any relevant jurisdiction or
under agreements or arrangements entered into by any Subscriber).
(d) Cleansing Notice: The Cleansing Notice complies with the requirements of the FMCA
and the FMCR.
(e) Eligibility for Same Class Regime: EROAD is (and will remain) eligible to undertake
the Placement in reliance on Clause 19 and the FMCR. Without limiting the foregoing:
(i) EROAD is (and will remain) in compliance with the “continuous disclosure
obligations” (for the purposes of clause 20 of Schedule 8 of the FMCR) applicable
to it in relation to its existing shares and the “financial reporting obligations” (as
defined in clause 20(5) of Schedule 8 to the FMCR) that apply to it; and
(ii) there is no “excluded information” (as defined in clause 20(5) of Schedule 8 to
the FMCR) in respect of EROAD, the existing shares, the Shares or the
Placement that is not set out in either the Cleansing Notice or a market
announcement approved in writing by FNZC pursuant to clause 11.1(a).
(f) No False or Misleading Information: No material information disclosed by EROAD to
its shareholders, NZX or otherwise made publicly available by EROAD since EROAD’s
most recently published annual report as at the time of entering into this Agreement
(including, upon their release to the NZX Main Board, the Marketing Documents):
(i) contained any false, misleading or deceptive statement of a material fact; or
(ii) omitted to state a particular fact required to be stated in that information in order
to make the statements therein, in light of the circumstances in which they were
made, not false, misleading or deceptive to a material extent; or
(iii) was misleading or deceptive, or likely to mislead or deceive, in a material respect
as at the date that information was disclosed or made publicly available by
EROAD; or
(iv) contained any representation which EROAD did not, when that information was
released, have reasonable grounds to make.
(g) Misleading/deceptive conduct: EROAD has not engaged in, and will not engage in,
conduct that is misleading or deceptive or which is likely to mislead or deceive in
connection with the Placement.

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(h) EROAD will provide all material information to FNZC: EROAD will provide FNZC
with all material information in respect of EROAD, its business and prospects which
FNZC requires to fulfil its role under this Agreement or which may affect the likelihood
of a successful Placement, the Placement Price and/or the perception of the Placement
from the point of view of Participants. For the avoidance of doubt, the obligation on
EROAD under this clause includes disclosure of material information regardless of
whether or not the exceptions to disclosure in NZX Main Board Listing Rule 10.1.1 apply
to that information.
(i) Information provided to FNZC: All information and representations provided or made
by or on behalf of EROAD to FNZC in respect of EROAD and/or the Placement are
(taken as a whole and in light of the circumstances of that provision or making) true and
accurate in all material respects, and EROAD has not omitted to give FNZC any
information known to it (other than information publicly available) which is material to
EROAD, its business, the Placement or the Placement Price.
(j) Purpose of issue: The purpose of the issue of the New Shares is as outlined in the
Marketing Documents.
(k) No litigation: Neither EROAD nor any of its related companies (as defined in the
Companies Act 1993) is involved in any litigation, arbitration or administrative
proceeding relating to claims or amounts which are material in the context of the
Placement nor is any such litigation, arbitration or administrative proceeding pending or
threatened.
(l) Solvency: EROAD together with its subsidiaries as a consolidated group is solvent and
no circumstances exist, assuming the Placement is completed or may reasonably be
expected to arise in the next 2 years, as a result of which EROAD together with its
subsidiaries as a consolidated group may cease to be solvent or able to pay its debts
as and when they fall due.
(m) Financial Information: EROAD’s 31 March 2017 audited financial information released
on 30 May 2017 and 30 September 2017 interim financial information released on 28
November 2017, each together with the notes thereto and commentary (“Financial
Information”), presents fairly in all material respects the combined financial position of
EROAD and its subsidiaries as of the dates shown and the financial performance and
cash flows for the periods shown in accordance with NZ GAAP and the basis of
preparation and combination and assumptions set out in the notes to those statements
applied on a consistent basis throughout the periods involved. The Financial Information
has been prepared in good faith, and the assumptions used in preparing the Financial
Information are reasonable and the adjustments therein are appropriate to give effect
to the transactions and circumstances referred to therein.
(n) Borrowing:
(i) No outstanding material indebtedness of EROAD or any subsidiary is repayable
before its stated maturity, nor is any security in respect of such indebtedness
enforceable and no event has occurred or is, as far as EROAD is aware,
impending which, with the lapse of time or the fulfilment of any condition or the
giving of notice or the compliance with any other formality, would be reasonably
likely to result in any such indebtedness becoming so repayable or any such
security becoming enforceable.
(ii) All of EROAD’s material borrowing facilities are in full force and effect.
(iii) There is nothing known, or which could on due and careful enquiry be known, to
EROAD that would or is reasonably likely to cause it to believe that undrawn
amounts under any material facilities might not be available for drawing as and
when required.

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(o) No contravention: Neither EROAD nor any subsidiary has contravened any material
provision of its constitution, the FMCA, the FMCR or any other applicable law, the NZX
Main Board Listing Rules (including as modified by any applicable NZX waiver), any
material requirement of NZX or the New Zealand Financial Markets Authority, or any
material agreement binding on it that is material in the context of the Placement.
(p) Material Contracts: There:
(i) is no contract which is material to EROAD or any subsidiary which has not been
disclosed to NZX, if required by the NZX Main Board Listing Rules, or to FNZC
at the date of this Agreement; and
(ii) has not been, and will not be before the Settlement Date, a breach by EROAD
or any subsidiary in a material respect of any provision of any contract which is
material to EROAD or any subsidiary.
(q) Licences: EROAD and each subsidiary holds all licences, permits, authorisations or
consents which are material to the conduct of its business and all such licences, permits,
authorisations and consents are in full force and effect and not liable to be revoked or
not renewed.
(r) United States:
(i) Neither EROAD nor any of its related companies (as defined in the Companies
Act 1993) nor, so far as it is aware, any directors, officers, employees and
agents (“Affiliates”) or any person acting on behalf of EROAD (other than
FNZC or any person acting on behalf of any of it, as to whom no warranty or
representation is made) has solicited any offer to buy or has offered or sold, or
will solicit any offer to buy or offer to sell, in the United States or to any United
States persons (as defined in the U.S. Securities Act of 1933 as amended from
time to time (“U.S. Securities Act”), any securities which could be integrated
with the sale of the Shares in a manner that would require the registration of the
offer and sale of any of the Shares under the U.S. Securities Act.
(ii) Neither EROAD nor any of its Affiliates or any person acting on behalf of
EROAD (other than FNZC or any person acting on behalf of it, as to whom no
representation is made) has engaged or will engage in any form of “directed
selling efforts” as defined in Rule 902(c) under the U.S. Securities Act.
(iii) Neither EROAD nor any of its Affiliates has taken or will take, directly or
indirectly, any action designed to, or that might reasonably be expected to,
cause or result in the stabilisation or manipulation of the price of the Shares in
violation of any applicable law.
(iv) Subject to compliance by FNZC with the representations, warranties and
agreements contained in clauses 7.3(e) to 7.3(f), it is not necessary in
connection with the initial offer and sale of the Shares in the manner
contemplated by this Agreement to register such initial offer and sale of such
Shares under the U.S. Securities Act, it being understood that no representation
or warranty is made about any subsequent resale of the Shares.
(v) EROAD is not and, after giving effect to the offer and sale of the Shares, will not
be, required to register as an “investment company” under the U.S. Investment
Company Act of 1940, as amended.
7.2 NMC Trustee’s warranties to FNZC: NMC Trustees represents and warrants to FNZC as at
the date this Agreement is signed by all parties to it and at all times until settlement of the
Placement (by reference to the facts and circumstances then existing) as follows:

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(a) Validly existing body corporate: NMC Trustees is a body corporate validly existing
under the laws of its place of incorporation and has full legal capacity and power to enter
into this Agreement and to carry out the transactions that this Agreement contemplates.
(b) Authority: NMC Trustees’ entry into this Agreement and the performance of its
obligations under it:
(i) has been duly authorised by NMC Trustees’ board of directors, and NMC
Trustees has taken all other corporate action that is necessary or desirable to
authorise its entry into this Agreement and its performance of the transactions
that this Agreement contemplates (and no shareholder approvals are required for
such transactions);
(ii) does not contravene any provision of its constitution or any other agreement,
instrument, authorisation, undertaking or other arrangement binding on it; and
(iii) does not contravene any law, order or regulation applicable to it (except to the
extent, if any, that any action or omission of FNZC results in or constitutes any
such violation),
and this Agreement will be validly executed and delivered, and will (once validly
executed and delivered by FNZC) be legal, valid and binding on NMC Trustees and
enforceable against it in accordance with its terms (subject to laws generally affecting
enforceability).
(c) Sale Shares Sold Free of Encumbrances:
(i) the Sale Shares sold in the Placement will be fully paid, and will rank pari passu
as at the date of sale with all other existing fully paid ordinary shares on issue in
EROAD and will be freely tradable (subject to any restrictions required or
imposed under any applicable laws or regulations); and
(ii) NMC Trustees is the holder and sole legal owner of the Sale Shares and the
Subscribers will acquire good marketable title to the Sale Shares free and clear
of any liens, claims, charges, pre-emptive rights or other security interests or
encumbrances (except as may arise under law in any relevant jurisdiction or
under agreements or arrangements entered into by any Subscriber).
(d) Insider trading:
NMC Trustees does not at the date of this Agreement have any
information that is not generally available to the market, that, if that information was
generally available to the market, would reasonably be expected to have a material
effect on the price of EROAD’s securities (other than as will be disclosed in the
Marketing Documents or the Cleansing Notice), and the Placement will not constitute a
violation by NMC Trustees of applicable insider trading laws.
(e) Misleading/deceptive conduct: NMC Trustees has not engaged in, and will not
engage in, conduct that is misleading or deceptive or which is likely to mislead or
deceive in connection with the Placement.
(f) Information provided to First NZ Capital: All information and representations
provided or made by or on behalf of NMC Trustees to First NZ Capital in respect of
EROAD and/or the Placement are (taken as a whole and in light of the circumstances
of that provision or making) true and accurate in all material respects.
7.3 FNZC warranties to EROAD and NMC Trustees: FNZC represents and warrants to EROAD
and NMC Trustees as at the date this Agreement is signed by all the parties, and at all times
while undertaking the matters set out in this Agreement until settlement of the Placement, that
(by reference to the facts and circumstances then existing):

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(a) Validly existing body corporate: it is a body corporate validly existing under the laws
of its place of incorporation and has full legal capacity and power to enter into this
Agreement and to carry out the transaction that this Agreement contemplates.
(b) Authority: its entry into this Agreement and the performance of its obligations under it:
(i) has been duly authorised, and FNZC has taken all other corporate action that is
necessary or desirable to authorise its entry into this Agreement and its carrying
out of the transactions that this Agreement contemplates;
(ii) does not contravene any provision of its constitution or any other agreement,
instrument, authorisation, undertaking or other arrangement binding on it; and
(iii) does not contravene any law, order or regulation applicable to it (except to the
extent, if any, that any action or omission of EROAD or any third party results in
or constitutes any such violation),
and this Agreement will be validly executed and delivered, and will (once validly
executed and delivered by EROAD) be legal, valid and binding on FNZC and
enforceable against it in accordance with its terms (subject to laws generally affecting
enforceability).
(c) Licences and authorities: it holds all requisite licences and authorities to undertake
the matters contemplated by this Agreement.
(d) Compliance with law: it will use all reasonable endeavours to comply with all applicable
laws and regulations in the jurisdictions in which the Shares may be offered (including
all applicable requirements of NZX) in undertaking the matters contemplated in this
Agreement, except to the extent that any non-compliance on the part of FNZC has been
caused or results from an act or omission of EROAD, NMC Trustees or any of its
Affiliates (or representatives of any of its Affiliates). In particular, FNZC will use all
reasonable endeavours to ensure that no Shares are offered to any person outside New
Zealand, or in any manner, by it as will give rise to (i) a requirement for a prospectus,
investment statement or other offering document or disclosure document to be prepared
and/or provided to any person and/or (ii) a requirement for any filing, lodgement or
depositing of any document or information with any official body (other than in respect
of NZX reporting requirements).
(e) it acknowledges that the Shares have not been registered under the U.S. Securities Act
and may only be offered and sold outside the United States to persons that are not U.S.
Persons in reliance on, and in accordance with, Regulation S under the U.S. Securities
Act.
(f) with respect to offers and sales of the Shares outside of the United States, neither it nor
any of its Affiliates or any person acting on behalf of any of them has engaged or will
engage in any “directed selling efforts” (as that term is defined in Rule 902(c) under the
U.S. Securities Act) and it has complied with the “offering restrictions” requirement of
Regulation S (as such term is defined in Rule 902(g)) under the U.S. Securities Act.
(g) neither it nor any of its Affiliates has taken or will take, directly or indirectly, any action
designed to, or that might reasonably be expected to, cause or result in the stabilisation
or manipulation of the price of the Shares in violation of any applicable law.
(h) it will perform its tasks under this Agreement in accordance with accepted professional
standards and with promptness and diligence.
8 Relief of FNZC’s Obligations

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8.1 FNZC may, without costs or liability, terminate its obligation to act as lead manager and
underwriter at any time after FNZC signs this Agreement and up to settlement on the
Settlement Date in any of the following circumstances:
(a) NZX suspends trading in quoted securities in EROAD or removes EROAD’s status as
a listed issuer (for the avoidance of doubt, a trading halt in EROAD’s quoted securities
will not constitute a suspension of trading);
(b) EROAD or NMC Trustees contravenes any provisions of the FMCA, FMCR or any rules,
regulations or applicable laws or any requirements of NZX (including the NZX Main
Board Listing Rules), except to the extent that any such contravention is directly caused
by any act by or omission by FNZC in breach of this Agreement;
(c) the New Zealand Financial Markets Authority or any other government agency or
regulatory body:
(i) issues, or threatens to issue, proceedings;
(ii) initiates, commences or threatens to commence any inquiry or investigation; or
(iii) exercises any of its powers or issues any adverse orders (or indicates that it is
considering doing so),
in relation to EROAD, NMC Trustees or the Placement;
(d) official quotation of the New Shares on the NZX Main Board is denied or the New Shares
will otherwise not be quoted on allotment;
(e) an event or series of events, a circumstance or circumstances or any matter or matters
or information, individually or together that occurs, or of which FNZC first becomes
aware, after the date of this Agreement and which in the reasonable opinion of FNZC
has or is likely to have, or once disclosed will have or is likely to have, an adverse effect
on the general affairs, management, business prospects, financial position or results of
the operations of EROAD otherwise than as contemplated by the Marketing Documents;
(f) except as disclosed in the Marketing Documents, EROAD alters its capital structure or
constitution without the prior written consent of FNZC;
(g) any actual or proposed change in law, regulation or the NZX Main Board Listing Rules
or any direction or policy of any government agency;
(h) any material or fundamental change in financial, economic or political conditions
affecting capital markets or financial markets, or the outbreak of war or hostilities not
presently existing or the escalation of existing hostilities in any jurisdiction;
(i) any change in the senior managers (as defined in the FMCA) or the board of directors
of EROAD occurs or is announced;
(j) EROAD or NMC Trustees defaults in the performance of any of its obligations under
this Agreement; or
(k) a representation or warranty given by EROAD or NMC Trustees in this Agreement is
not true or correct (or becomes untrue or incorrect),
provided that FNZC may only terminate its obligations in any of the above circumstances if, in
its reasonable opinion, the circumstances or combinations thereof:
(l) have or could reasonably be expected to have, a material adverse effect on:
(i) the outcome of the proposed Placement; or

11
(ii) the ability of Subscribers to settle their Placement obligations; or
(iii) the price at which ordinary shares in EROAD are traded on the NZX Main Board
after the Placement (including the Settlement Date); or
(m) could reasonably be expected to give rise to a material liability for FNZC or its Affiliates,
corporate partners, or advisers under New Zealand, Australia or any other jurisdiction’s
laws.
8.2 Subject to clause 8.3, EROAD and NMC Trustees, acting reasonably (including, where
circumstances reasonably permit, after discussion with FNZC), may at any time by notice to
FNZC prior to allotment of Shares on the Settlement Date cancel the Placement and terminate
this Agreement. To avoid doubt, nothing in this clause 8.2 limits any obligation of EROAD to
pay a fee upon termination of the Placement in accordance with the Engagement Letter.
8.3 Termination of this Agreement will not affect:
(a) any rights or obligations arising from prior breach of this Agreement or the Engagement
Letter; or
(b) clauses 5.2, 10, 13, 14.1, 14.6 and 16 of this Agreement,
all of which survive any termination.
9 NOTICE OF BREACH
9.1 Each party undertakes that it will notify the other parties in writing as soon as it becomes aware
of a breach or potential breach of any of the warranties set out in clause 7 or the occurrence
of any of the termination events set out in clause 8.
10 INDEMNITY
10.1 In accordance with the Indemnity Letter annexed to the Engagement Letter, EROAD
unconditionally and irrevocably agrees to indemnify and hold harmless FNZC, each of its
related bodies corporate and each of their respective directors, officers, partners, employees
and advisers (each an “Indemnified Person”), from and against any claims, actions,
proceedings, demands, liabilities, losses, damages, costs and expenses (plus any applicable
tax thereon) suffered or incurred in any jurisdiction as a result of or in relation to its role in the
Placement (“Claim”), including but not limited to as a result of:
(a) any of EROAD’s representations and warranties in this Agreement not being true and
correct;
(b) EROAD breaching this Agreement; or
(c) the execution of any step of the Placement in compliance with this Agreement,
(d) compliance with EROAD’s directions;
except to the extent that:
(e) a Claim is finally judicially determined to have resulted primarily from the gross
negligence, fraud, wilful misconduct or wilful default of any Indemnified Person
(“Negligence or Default”); or
(f) a Claim is judicially determined to have resulted from any of NMC Trustee’s
representations and warranties in this Agreement not being true and correct or NMC
Trustees breaching this Agreement.

12
10.2 NMC Trustees unconditionally and irrevocably agrees to indemnify and hold harmless each
Indemnified Person from and against any claims, actions, proceedings, demands, liabilities,
losses, damages, costs and expenses (plus any applicable tax thereon) suffered or incurred
in any jurisdiction which relate to or arise in connection with:
(a) any of NMC Trustee’s representations and warranties in this Agreement not being true
and correct; or
(b) NMC Trustees breaching this Agreement,
except to the extent that:
(c) a Claim is finally judicially determined to have resulted primarily from Negligence or
Default; or
(d) a Claim is judicially determined to have resulted from any of EROAD’s representations
and warranties in this Agreement not being true and correct or EROAD breaching this
Agreement.
10.3 The irrevocable intention of EROAD and NMC Trustees is that no Indemnified Person will have
any liability whatsoever to EROAD, NMC Trustees or any person including, without limitation,
its directors, officers, employees, agents, related body corporate (including, for the avoidance
of doubt, a parent, subsidiary and affiliate), any entity that (directly or indirectly) controls or is
controlled by EROAD or NMC Trustees, any security holders or creditors (secured or
unsecured), for or in connection with things done or omitted to be done in accordance with the
Placement, except to the extent that a Claim is finally judicially determined to have resulted
primarily from Negligence or Default.
10.4 All Claims suffered or incurred by any Indemnified Person are to be reimbursed by EROAD or
NMC Trustees on demand (as applicable), including those incurred in connection with the
investigation of, preparation for or defence of, any pending or threatened litigation or claim,
investigation, inquiry, arbitration or other proceeding within the terms of this indemnity or any
matter incidental thereto.
10.5 If, for any reason, (other than by operation of the exceptions to the indemnity for Negligence
or Default) the indemnity herein is unavailable or insufficient to hold the Indemnified Person
harmless in respect of the full amount of a Claim, EROAD or NMC Trustees (as applicable)
shall contribute promptly upon demand to the Claim to the greatest proportion legally allowed,
provided however that, to the extent permitted by applicable law, the Indemnified Persons shall
not be liable in aggregate for an amount relevant to a Claim, or a series of claims reasonably
considered to be sufficiently connected so as to be taken together as one Claim, in excess of
the amount of all fees actually received by FNZC from EROAD and NMC Trustees in
connection with the Placement.
10.6 The indemnity, reimbursement and contribution obligations of EROAD and NMC Trustees
hereunder shall be in addition to any liability which EROAD or NMC Trustees may otherwise
have and shall be given to FNZC for itself and as trustee for the other Indemnified Persons
and may be directly enforced against EROAD or NMC Trustees (as applicable) by any of the
Indemnified Persons or by FNZC on their behalf. The obligations of EROAD and NMC
Trustees hereunder shall be in addition to any rights that any Indemnified Person may have at
common law or otherwise.
10.7 Each party will notify the others as soon as is reasonably practical if it becomes aware of any
Claim which may give rise to an obligation or liability under this indemnity. A failure on the
part of an Indemnified Person to notify EROAD or NMC Trustees will not release EROAD or
NMC Trustees from any obligation or liability it may have pursuant to this Agreement.

13
11 UNDERTAKINGS
11.1 EROAD and NMC Trustees will not between the date of this Agreement and settlement on the
Settlement Date:
(a) make any announcement in relation to the Placement or any other matter concerning
EROAD without first consulting with FNZC (and with FNZC’s prior written approval, in
the case of any announcement made prior to (or contemporaneously with) lodgement
of the Cleansing Notice in accordance with this Agreement);
(b) enter into any commitment or arrangement which is or may be material in the context of
the Placement or the underwriting; or
(c) in the case of EROAD only, acquire or dispose or agree to acquire or dispose of any
substantial assets or business without first consulting with FNZC,
other than as disclosed in the Marketing Documents or matters disclosed in writing to FNZC
before the date of this Agreement.
11.2 During the Specified Period (as defined below), EROAD will not (and will not permit any
subsidiary to):
(a) offer for sale, accept offers for or allot any shares or other equity securities issued by
EROAD;
(b) issue or grant any right or option that entitles the holder to call for the issue of shares
by EROAD or that is otherwise convertible into, exchangeable for or redeemable by the
issue of, shares or other equity securities by EROAD;
(c) otherwise enter into any agreement whereby any person may be entitled to the allotment
and issue of any shares or other equity securities by EROAD; or
(d) make any announcement of an intention to do any of the foregoing,
other than:
(e) pursuant to the share purchase plan as described in the Marketing Documents;
(f) with the prior written consent of FNZC (which may not be unreasonably withheld or
delayed); or
(g) pursuant to an existing employee incentive scheme.
11.3 The “Specified Period" for the purposes of clause 11.2 is the period from the date of this
Agreement to the date three months after the Settlement Date.
12 NOTICES
12.1 Every notice, acceptance, confirmation or other communication to be given under, or in
connection with, this Agreement will be given in writing by:
(a) personal delivery; or
(b) email (which will be deemed to have been received when it arrives in the recipient’s
information system),
to the addresses specified below or if a written notice of change of address is given then to
the new address:

14
EROAD: The Directors
EROAD

Email: C/- mark.heine@eroad.com
Attention: C/- Mark Heine

NMC Trustees: The Directors
NMC Trustees

Email: C/- steven.newman@eroad.com
Attention: C/- Steven Newman


FNZC: First NZ Capital Securities Limited

Email: henry.chung@fnzc.co.nz
Attention: Henry Chung

12.2 Notwithstanding any other provision contained in this clause, any notice given on a day which
is not a Business Day, or if given after 5.00 pm in the place in which it is received will be
deemed to be given at 9.00 am on the next Business Day.
13 PUBLIC ANNOUNCEMENTS AND CONFIDENTIALITY
13.1 Subject to clause 13.2, each party will at all times keep confidential, treat as privileged, and
not directly or indirectly make or allow any disclosure or use to be made of, any provision of
this Agreement or any information relating to any provision, or the subject matter of, this
Agreement, or any information directly or indirectly obtained by a party from the other under
or in connection with this Agreement, except to the extent:
(a) required by law or regulation, or any requirement of a regulatory or other competent
authority;
(b) necessary to satisfy the requirements of NZX Main Board Listing Rules;
(c) that the parties otherwise agree in writing;
(d) necessary to carry out its obligations under this Agreement;
(e) that the information is or becomes available in the public domain without breach by a
party of its confidentiality obligations under this clause or at law; or
(f) necessary to provide for usual disclaimers in research material generated by FNZC.
13.2 Notwithstanding anything in clause 13.1, following completion of the Placement, FNZC may
publically acknowledge its involvement in the Placement (any disclosure being limited to
information which has been made publically available by EROAD) for the purposes of
marketing or positioning.
14 GENERAL
14.1 EROAD and NMC Trustees will be responsible for their own costs and expenses in connection
with and incidental to the preparation and carrying into effect of this Agreement and EROAD
will be responsible for FNZC’s costs and expenses in accordance with the Engagement Letter.
14.2 In this Agreement, unless the context requires otherwise, the singular includes the plural and
vice versa, and the headings are for convenience and do not affect interpretation.

15
14.3 A party must not assign or purport to assign any of that party’s rights under this Agreement
without the prior written consent of the other party.
14.4 The parties contemplate the execution of this Agreement in counterparts and the delivery by
email or facsimile of the signature pages of such executed counterparts and the subsequent
delivery of the original executed copies, but agree that receipt by a party of a pdf or facsimile
of the signature pages of any executed copy will be as binding and effective as receipt of the
original thereof.
14.5 This Agreement (together with the Engagement Letter and annexed Indemnity Letter)
constitutes the entire agreement, understanding and arrangement (express and implied)
between the parties relating to the subject matter of this Agreement and supersedes and
cancels any previous agreement, understanding and arrangement relating thereto whether
written or oral.
14.6 For the purposes of the Contract and Commercial Law Act 2017, the indemnity contained in
clause 10 of this Agreement is given for the benefit of the Indemnified Persons and is
enforceable at the suit of each Indemnified Person (but on the basis that the benefit so
conferred, and enforceable, is the benefit of that indemnity as it (and/or any other provision of
this Agreement) may be amended from time to time by agreement between the parties) but
otherwise the provisions of this Agreement are not intended to benefit any other person.
14.7 This Agreement may only be amended by agreement in writing signed by all parties.
14.8 FNZC will not have, and will not state or imply that it has, any power or authority to incur
obligations or otherwise act on behalf of EROAD or NMC Trustees except to the extent
expressly set out in this Agreement.
14.9 Where this Agreement requires EROAD to act reasonably, the directors of EROAD (when
acting in that capacity) must act reasonably and in the best interests of EROAD.
15 NON-MERGER
15.1 The warranties, acknowledgments and indemnities given under or pursuant to this Agreement
will not merge on completion of the issue and allocation of the New Shares or on allotment of
any Shares to the Subscribers, but will remain in full force and effect on or after the Settlement
Date notwithstanding settlement.
16 GOVERNING LAW AND JURISDICTION
16.1 This Agreement is governed by, and will be construed in accordance with, the laws of
New Zealand.
16.2 Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the
courts of New Zealand in respect of all matters arising in connection with this Agreement.
17 ACCEPTANCE AND CONFIRMATION
17.1 Please confirm EROAD and NMC Trustees’s mandate to FNZC and acknowledge acceptance
of the above terms by counter-signing this Agreement in the space provided below and
returning the Agreement.

16
Yours faithfully
For and on behalf of
FIRST NZ CAPITAL SECURITIES LIMITED:



_____________________________
Authorised Signatory
Name: Henry Chung
Position: Director
Date: 12 December 2017




Accepted by
EROAD LIMITED:


_____________________________
Authorised Signatory
Name: Michael Bushby
Position: Director
Date: 12 December 2017



Accepted by
NMC TRUSTEES LIMITED AS TRUSTEE OF THE NMC INVESTMENT TRUST:


_____________________________
Authorised Signatory
Name: Steven Newman
Position: Director
Date: 12 December 2017

17
SCHEDULE 1 – CERTIFICATE

To: First NZ Capital Securities Limited
Attention: Henry Chung

To: NMC Trustees Limited
Attention: Steven Newman


I hereby certify on behalf of EROAD Limited (“EROAD”) that the following statements are, to the best
of my knowledge having made due inquiries of all of the directors and the Chief Executive Officer
and Chief Financial Officer of EROAD, true and not misleading or deceptive:
a) there has not been any breach by EROAD of any of the warranties and representations given by
the EROAD under the placement agreement entered into with First NZ Capital Securities Limited
on 12 December 2017 (“Placement Agreement”);
b) the representations and warranties contained in the Placement Agreement and given by EROAD
are true and correct, and not misleading or deceptive in any respect, as at the date of this
certificate in respect of the facts and circumstances existing as at today; and
c) no circumstances exist which entitle First NZ Capital Securities Limited to terminate the
Placement Agreement.


Dated:


SIGNED ON BEHALF OF EROAD LIMITED BY:




Authorised Person

18
SCHEDULE 2 – CERTIFICATE

To: First NZ Capital Securities Limited
Attention: Henry Chung

To: EROAD Limited
Attention: Michael Bushby

I hereby certify on behalf of NMC Trustees Limited (“NMC Trustees”) that the following statements
are, to the best of my knowledge, true and not misleading or deceptive:
a) there has not been any breach by NMC Trustees of any of the warranties and representations
given by the NMC Trustees under the placement agreement entered into with First NZ Capital
Securities Limited on 12 December 2017 (“Placement Agreement”);
b) the representations and warranties contained in the Placement Agreement and given by NMC
Trustees are true and correct, and not misleading or deceptive in any respect, as at the date of
this certificate in respect of the facts and circumstances existing as at today; and
c) no circumstances exist which entitle First NZ Capital Securities Limited to terminate the
Placement Agreement.


Dated:


SIGNED ON BEHALF OF NMC TRUSTEES LIMITED
AS TRUSTEE OF THE NMC INVESTMENT TRUST BY:




Authorised Person

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SCHEDULE 3 – TIMETABLE

Event Timing
EROAD files Cleansing Notice 12 December 2017
Bookbuild begins 10.00 am, 12 December 2017
Closing Time 2.00 pm, 12 December 2017
Placement Price and allocations confirmed 13 December 2017
Settlement Date 15 December 2017