Sample Covenants

Covenants
The covenants in this Section remain in force from the Signing Date for so long as any
amount is outstanding under this Agreement or any Commitment is in force.

Negative Covenants
The Obligors shall, and the Obligors shall procure that each company of Group will,
not undertake any of the following actions without the prior written consent of the
Agent:
(a) repay share capital of Holding (always including share buybacks and
redemptions with the exception of management option plans) or subordinated
loans granted to Holding until the Facilities are completely repaid;
(b) allow Holding to pay dividends, or cash interests on subordinated loans
granted to Holding unless Borrower has provided evidence to the Lenders that
(a) the pro forma Leverage Ratio of the Group will be below 1.50x after the
payment of such dividend and (b) a minimum cash amount of at least EUR
10,000,000 will remain in the Group after payment of such dividend and
payment of the earn-out component. For the sake of clarity, the minimum cash
amount shall be calculated net from any utilisation under the Facility C.
(Dividends are capped as follows: a) max. 50% of audited net income when
Leverage Ratio > 1.0x < 1.5x b) no restrictions when Leverage Ratio < 1.0x);
(c) incur any Financial Indebtedness in any way other than the allowed external
financial indebtedness in the aggregate amount of (i) CHF [●] million of
which up to CHF [●] million are in form of cash limits as allotted to the Group
and (ii) CHF [●] million for payment guarantees due from …. as a
consequence of the change of control of the Target (according to ….);
(d) granting of loans to shareholders of Holding or third parties, including
personnel;
(e) grant, create or permit to subsist any Security (including the issuance of
guarantees) over any of the present or future assets from a member of the
Group in favour of third parties, except for Security arising by operation of
law, Security customary in the banking market and amounting to a maximum
aggregate amount of CHF 1,000,000, intended to partially secure … ;
(f) enter into any acquisition, amalgamation, demerger, merger, reorganization or
joint venture of a member of the Group which exceed the aggregate enterprise
value of EUR 10,000,000 (as applicable, to the enterprise value of the
acquisition, equity value of the merged entity, or the equity contribution to a
joint venture, respectively) in any financial year for the Group;
(g) make Capital Expenditures for an amount exceeding 120% of the total budget
for investments as shown in the Business Plan of the Group. Investments
planned in the Business Plan but not made in any given financial year may be
 Sample Covenants

added to the investment budget for the next financial year;

(h) executing treasury transactions except as in the ordinary course of business
(e.g. to hedge interest rates, currencies) or as contemplated by the Facilities; in
any case, the members of the Group will refrain from treasury transactions for
speculative purposes;
(i) enter into any single transaction or series of related transactions to sell, lease,
transfer or otherwise dispose of any assets other than a sale, lease, transfer or
other disposal where the higher of the market value or consideration
receivable does not exceed [●currency] [●amount] in any financial year
calculated on a consolidated basis for the Group;
(j) make material changes to the Accounting Standards and the articles of
association (including changing the year-end closing date), except if and in so
far as required by law or in connection with IFRS;
(k) make material changes to their legal structure or the legal structure of the
Group as a whole, with the exception of the Aquisition; and
(l) use the Facilities for business activities in Restricted Countries. Furthermore,
the Borrower undertakes not to transfer, make use of or provide the benefits of
any money, proceeds or services provided or received in connection with this
Agreement to, or in favour of any business activity related to, a Sanctioned
Person.

Positive Covenants
The Obligors shall, and the Obligors shall procure that each company of the Group
will, undertake each of the following actions:
(m) maintain the general nature and scope of their business and their material
assets (incl. trademarks and domain names) as the same have been maintained
on the Signing Date;
(n) enter into any transaction with a third party only on at arm's length
commercial terms;
(o) maintain and protect their intellectual property rights, in accordance with
existing policy;
(p) maintain insurance policies that adequately insure them in accordance with
sound industry practice and existing policy;
(q) pay all Taxes when they become due or, if respective tax assessments are
challenged in good faith and the relevant challenge has suspensive effect,
make appropriate provisions for the Taxes to the extent required by the
Accounting Standards;
(r) comply in all material respects with all laws, regulations, approvals and
consents applicable to them;
 Sample Covenants

(s) maintain all material authorizations, approvals, licenses, consents and

registrations required for the proper conduct of their business;
(t) ensure that all obligations and liabilities of them under this Agreement, rank,
and will rank at all times, either pari passu in right of payment with or senior
to all claims of all of their other unsecured and unsubordinated creditors,
except for obligations mandatorily preferred by law applying to companies
generally;
(u) deliver information about extraordinary business developments (in particular
information that might have a material impact on the companies of the Group
or cause an Event of Default) to the Agent;
(v) deliver information about the financial situation of the Group in the form of
the Covenant Compliance Certificate or as additionally required by the Agent
from time to time;
(w) execute payment services through the Lenders and hold investments on
accounts and deposits with the Lenders, to the extent the Lenders can offer
services and conditions comparable to other banks; and
(x) comply with the 10 Non-Bank Creditor Rule and the 20 Non-Bank Creditor
Rule, whereby it is understood that the Borrower shall not be responsible if
any Lender undertook any action which resulted in the breach of the 10 Non-
Bank Creditor Rule.