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LOAN AGREEMENT

REFERENCE 2:114

SUMMARY OF KEY TERMS

LENDER STA TRAVEL INTERNATIONAL


LTD
BORROWER STA TRAVEL HOLDING AG
FACILITY EUR 1,000,000.00
AMOUNT
INTEREST QUARTERLY VARIABLE SET IN
RATE ADVANCE
INTEREST ACTUAL/360
BASIS
START DATE 1ST JAN 2017
EXPIRY DATE 30TH JUN 2017
THIS AGREEMENT IS MADE ON 1 JAN 2017

(1) STA Travel International Ltd a company registered in England under company number 05020040 and whose
registered office is Priory House, 6 Wrights Lane, London, UK, W8 6TA

(2) STA Travel Holding AG a company registered in the Switzerland under company number CH-115.208.260 and
whose registered office is Mühlebachstrasse 20, 8008 Zürich, Switzerland

BACKGROUND

STA Travel International Limited (“LENDER”) agrees to make available a loan facility in EUR (“CURRENCY”) to STA
Travel Holding AG (“BORROWER”) of up to a maximum of EUR 1,000,000.00 (Euros ONE MILLION) (“the LOAN
FACILITY”). The amount owing by the Borrower shall be “the LOAN AMOUNT”.

1 TERMS AND CONDITIONS

1.1 The BORROWER hereby acknowledges that it is truly and lawfully indebted to the LENDER in the amount of the
LOAN AMOUNT in respect of moneys advanced to the BORROWER.

1.2 The BORROWER will give notice to LENDER in an acceptable agreed format, with no less than three working
days of the drawdown date, that BORROWER wishes to borrow from LENDER a sum or sums in CURRENCY.

1.3 All drawdowns shall be recorded on an interest statement and the total of all drawdown amounts must not exceed
the LOAN FACILITY.

1.4 Interest shall be payable to the LENDER in respect of the LOAN AMOUNT at a rate that is an appropriate and
referenceable inter-bank offer rate quoted on the day of rate setting plus 3.00%. Where the interest rate
calculated is higher than the Safe Harbour rate published by The Swiss Federal Tax Administration, both parties
agree that the Safe Harbour rate will be the interest rate applied to the LOAN AMOUNT . The interest rate will be
set in advance of each quarterly interest period on 1st January and 31st March and shall apply until the next
interest reset date.

1.5 Interest on the LOAN AMOUNT shall be calculated on a daily basis using the INTEREST BASIS specified in the
“Summary of Key Terms”. Interest shall not be calculated on any interest previously accrued but not yet paid
within an interest period (“simple” basis). All interest calculations shall be recorded on the interest statement.

1.6 Subject to Clause 1.7, all payments (whether of principal, interest or otherwise) to be made by BORROWER to
LENDER hereunder shall be made without set-off or counter claim and free and clear of and without deduction for
any present or future taxes, duties, fees, deductions, withholdings, restrictions or conditions of any nature.

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1.7 If the BORROWER is required by law to make a deduction or withholding in respect of any tax or amounts in
respect of tax from any interest paid or payable by BORROWER, the BORROWER shall pay such amounts to the
relevant tax authority. In the event that BORROWER is compelled, as provided in the preceding sentence, to
make a deduction or withholding, the BORROWER shall forward within 30 days after such deduction or
withholding is made, official receipts or other official documentation acceptable to LENDER evidencing payment
of such deduction or withholding.

1.8 Interest shall become payable to the LENDER at the end of each quarterly interest period on 31st March and at
maturity of the LOAN FACILITY on 30th June 2017 (the “EXPIRY DATE”). Interest shall be paid within 30 (thirty)
working days of the end of each interest period or upon repayment of the full LOAN AMOUNT or as otherwise as
agreed in writing by the parties.

1.9 Provided that the loan has not previously been repaid pursuant to Clause 1.8 the BORROWER shall repay the
LOAN AMOUNT together with interest accrued on the LOAN AMOUNT on the EXPIRY DATE

1.10 On giving at least three working days notice, in an acceptable agreed format, to the LENDER, the BORROWER
shall have the option to repay the LOAN AMOUNT in full, or in part, before the EXPIRY DATE. If the LOAN
AMOUNT is repaid in full before the EXPIRY DATE, then all interest accrued to the date of repayment shall also
be payable on the date of repayment.

1.11 The BORROWER will remain liable to the LENDER until the whole of the LOAN AMOUNT together with any
interest thereon shall have been paid in full unless the terms of this agreement are substituted by alternative
terms as may be agreed by the parties in writing.

1.12 Notwithstanding anything to the contrary, the LOAN AMOUNT and interest or balance thereof owing to the
LENDER shall be due and payable to the LENDER on demand.

1.13 In the event that the LENDER institutes proceedings against the BORROWER for recovery of any moneys
outstanding as a result of default in payment, the BORROWER will be liable for all legal costs charges and
disbursements incurred by the LENDER.

2 ENTIRE AGREEMENT

2.1 This Agreement constitutes the entire agreement between the LENDER and the BORROWER and no warranties,
representations or other terms and conditions of whatsoever nature not expressly recorded herein shall be of any
force or effect.

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2.2 No variation, alteration, amendment, modification or cancellation of this acknowledgement of debt or any other
terms hereof shall be of any force or effect unless reduced to writing and signed by the LENDER and the
BORROWER.

2.3 No indulgence, latitude or extension of time which may be allowed by the LENDER to the BORROWER in
respect of any payment or any matter provided for herein shall under any circumstances be deemed to be a
waiver of the LENDER’s rights at any time and the LENDER shall without notice be entitled to require strict and
punctual compliance with each and every provision or term hereof.

3 CONTRACT (RIGHTS OF THIRD PARTIES)

3.1 No term of this Agreement is enforceable under the Contract (Rights of Third Parties) Act 1999 by a person who
is not a party to this Agreement

4 GOVERNING LAW

4.1 This Agreement shall be governed in all respects by the laws of England & Wales and the parties hereby submit
to the exclusive jurisdiction of the English courts.

IN WITNESS WHEREOF THIS AGREEMENT IS EXECUTED IN DUPLICATE BY BOTH PARTIES AS FOLLOWS:

EXECUTED FOR AND BEHALF OF STA TRAVEL INTERNATIONAL LTD

Name: Elodie Marechal Anthony Mercer


Title: Group Financial Controller Group Treasurer

EXECUTED FOR AND BEHALF OF STA TRAVEL HOLDING AG

Name: Stephen Jenkins John Constable


Title: CFO CEO

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