Credit Line / Loan Agreement Cinerent Arena Project

Cinerent Arena AG

Credit Line /
Loan Agreement
Investor/Lender

<data_lender>
Bank details <Bank>
<IBAN>

Company/Borrower

Cinerent Arena AG
Mr. Peter Hürlimann, CEO
JSC for the Cinerent Arena Construction

Bank details <Bank>

<IBAN>

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Credit Line / Loan Agreement Cinerent Arena Project
Cinerent Arena AG

CREDIT LINE / LOAN AGREEMENT

This Credit Line / Loan Agreement, dated as of September 22nd, 2022, summarizes the terms and
conditions of the confirmed transactions in the project Cinerent Arena, project owned by CINER-
ENT ARENA AG and Arena Operations AG.

The credit line / loan agreement is closed by and between <LENDER> (“<LENDER>”), a Company
located and having its registered offices at <ADDRESS_AND_COUNTRY>, represented by
<NAME>, <FUNCTION>, and CINERENT ARENA AG (“CINERENT ARENA”), a Swiss limited lia-
bility company having its registered offices at Ifangstrasse 111, CH-8153 Rümlang/Zürich, repre-
sented by Mr. Peter Hürlimann, CEO (Borrower).

Whereas <LENDER> is a company involved in the <DEFINE SECTOR>;

Whereas the project Cinerent Arena requires funding for the financing of the Cinerent Arena project
according to the business plan;

Whereas Cinerent Arena acknowledges that it is not allowed to use the funds for any other type of
business than described in the business plan without prior consent of <LENDER>;

Whereas <LENDER> acknowledges that the Cinerent Arena project includes a hotel project to be
built in front of the Cinerent Arena, and that this project is not part of the business plan;

Whereas Cinerent Arena wishes to borrow from <LENDER>, and <LENDER> wishes to establish a
credit line to CINERENT ARENA AG, with a total amount of up to CHF 300’000’000 (Three Hun-
dred Million Swiss Francs) in the form of a loan.

The Parties agree as follows:

1 TOTAL AMOUNT AND USE OF LOAN

1.1 The total amount of the loan is equal to up to CHF 300’000’000 (Three Hundred Million
Swiss Francs).

1.2 Payment will be delivered to CINERENT ARENA to the bank account mutually agreed
upon both Parties by at latest November 30th, 2022.

1.3 <LENDER> is under no further obligation to advance any additional funds to CINERENT
ARENA.

1.4 ARENA OPERATIONS will use the funds exclusively to finance the costs related to the
construction and operations until opening of the Cinerent Arena-Building as described in
the business plan as well as the corporate and capital costs of the JSC CINERENT
ARENA AG and Arena Operations AG.

2 TERM OF THE CREDIT LINE / LOAN

2.1 The Term of the Loan shall be from 2023 to 2035.

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3 DELIVERY OF FUNDS BY <LENDER>

3.1 <LENDER> will provide for a transfer to the bank account of CINERENT ARENA AG the
amount called by the CINERENT ARENA AG in different tranches.
ARENA OPERATIONS will acknowledge receipt of that amount and acknowledge owing
the amounts to <LENDER>, with reference to the present Agreement and by way of a
Promissory Note.

4 INTEREST

4.1 The loan shall bear a rate of interest of x% (X Percent) Per Annum.

4.2 The interest on the loan shall be paid according to the predefined repayment schedule
(see Appendix B) to the bank account indicated by <LENDER>.

5 LATE PAYMENT FEES

5.1 If CINERENT ARENA AG defaults in payment of repayment and/or interests by more

than 15 days of the time according to Appendix B, then CINERENT ARENA AG shall pay
an additional late fee in the amount of X% Per Annum.

5.2 In case of default in the payment of any principal or interest of the Promissory Note ac-
cording to Appendix A, CINERENT ARENA AG will pay to <LENDER> such further
amount as will be sufficient to cover the cost and expenses of collection, including, with-
out limitation, reasonable attorney's fees, expenses, and disbursements. These costs will
be added to the outstanding principal and will become immediately due.

6 REPAYMENT

6.1 <LENDER> may elect to demand repayment with <TERMS> of written notice. Notwith-
standing the foregoing, CINERENT ARENA AG shall not be obligated to repay any part of
the principal amount outstanding before another investor can be found to further finance
the activities of CINERENT ARENA AG.

6.2 CINERENT ARENA AG may repay any part of the outstanding principal at any time with
no prepayment penalty. However, CINERENT ARENA AG shall inform such repayment
to <LENDER> in writing with a 15 day notice for <LENDER>.

7 REPRESENTATIONS AND WARRANTIES OF ARENA OPERATIONS

CINERENT ARENA AG hereby represents and warrants to <LENDER> that:

7.1 Organization and Qualification

The Company is Swiss based company duly organized, validly existing and in good
standing under the laws of Switzerland and has the actual authority to enter into and exe-
cute this Agreement.

7.2 CINERENT ARENA AG Assets and Liabilities

The company’s quarterly financial statements are and will be materially complete and ac-
curate. ARENA OPERATIONS holds clear, good and marketable title to all its assets.

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7.3 No Conflicts
Neither the execution and delivery of this Agreement nor the consummation by CINER-
ENT ARENA AG of the transactions contemplated hereby will result in a violation of, or a
default under, or conflict with, or require any consent, approval or notice under, any gov-
erning or constitutional document, contract, trust, commitment, agreement, obligation, un-
derstanding, arrangement or restriction of any kind to which CINERENT ARENA AG is a
party or by which CINERENT ARENA AG is bound.

7.4 Compliance with Laws

To the best of CINERENT ARENA AG’s knowledge, CINERENT ARENA AG is in mate-
rial compliance in all respects with all applicable laws, rules, regulations, orders, licenses
or judgments. Furthermore, CINERENT ARENA AG’s entry into and performance of this
Agreement and the transactions contemplated hereby do not and will not conflict (i) with
any law or regulation or any official or judicial order or treaty in Switzerland, or (ii) with
any agreement, contract or other arrangement or document to which CINERENT ARENA
AG is a party to or which is binding upon CINERENT ARENA AGs or any of its assets,
nor will CINERENT ARENA AG’s entering into this Agreement result in the creation or im-
position of any Encumbrance on any of CINERENT ARENA’s assets pursuant to the pro-
visions of any such agreement, contract or other arrangement or document.

8 REPRESENTATIONS AND WARRANTIES OF <LENDER>

<LENDER> hereby represents and warrants to CINERENT ARENA AG as follows:

8.1 No Conflicts
Neither the execution and delivery of this Agreement nor the consummation by
<LENDER> the transactions contemplated hereby will result in a violation of, or a default
under, or conflict with, or require any consent, approval or notice under, any governing or
constitutional document, contract, trust, commitment, agreement, obligation, understand-
ing, arrangement or restriction of any kind to which <LENDER> is a party or by which
<LENDER> is bound.

8.2 Investment Purposes

<LENDER> has such knowledge, experience, and sophistication in investment, financial,
and business matters that it is capable of evaluating the merits and risks of its invest-
ment.

9 LIABILITY OF MEMBERS AND MANAGERS

None of the managers of members of CINERENT ARENA AG NOR <LENDER> shall have any
personal liability with respect to this transaction or the operation of the business as described in the
business plan.

10 ATTORNEY’S FEES

The Parties carry their own attorney fees.

11 GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Switzerland.
The place of jurisdiction is Zurich, Switzerland.

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12 FURTHER ASSISTANCE

CINERENT ARENA AG and <LENDER> shall execute and deliver all such other agreements, cer-
tificates, instruments and documents, as the other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the trans-
actions contemplated hereby.

13 CHANGES TO THE CREDIT LINE / LOAN AGREEMENT

13.1 All agreements, ancillary agreements, guarantees and amendments to this loan agree-
ment must be in written form.

Place and Date Place and Date

Rümlang, <DATE>

The Company – Borrower The Investor – Lender

CINERENT ARENA AG <LENDER>
Name and Title Name(s) and Title(s)
Peter Hürlimann <PERSON>
CEO Cinerent Arena AG <FUNCTION>
Signature Signature

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