DRAFT VERSION

MANDATE AGREEMENT
for advisory services
related to the development of XXX

for
XXX

Entered into as of the date set forth herein below by and between on the one side:

[The Client]
The Address

and on the other side:

Sunrise Energy Limited

The address

Preamble

The purpose of this agreement (the “Agreement”) is to set out the terms on which
Sunrise Energy Limited (referred to as the “Adviser”) has been engaged by [The
Client name and address], (the “Client“ and, together with the Adviser, the “Parties”)
to provide advisory services to the Client in connection with the fund raising for the
further development of the Client.

1. The Project

We understand that it is the intention of the Client is to raise funds required for its
further development in the field of XXX. The planning, construction and operation of
the XXX, the preparation of the international tender to select strategic and/or financial
investors as well as any possible sale or co-operation transaction, irrespective of its
actual form or legal structure and nature, connected therewith are hereinafter
collectively referred to as the project (the “Project”).

The Client through its wholly owned Ukrainian subsidiary confirms to hold all the
required permissions and licenses and has prepared financial, commercial, market,
technical, legal and environmental data and studies for the implementation of the
Project. Based upon such data and documentation the Client wishes to identify the
strategic and/or financial investors to obtain required financing in the total amount of
up to USD xx,0 million.

The Client requires qualified advice in connection with the development of the Project
and the search for the strategic and/or financial investors to fund the Project,
whereby the Adviser shall - notwithstanding the provision of other services - assist
the Client by organizing and executing a tender process.

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2. Services to be provided

2.1 The Services

With regard to the Project, the Adviser will set up a team of local and international
experts who will render the following services to the Client:

The services will be divided into three stages, which fit the needs of the Client and
will minimize his expenses with respect to the Project:

1.) Pre-assessment. Preliminary Assessment of the Project (approx. 4 weeks)

2.) Phase I: Preparation of documentation and conducting the international tender
3.) Phase II: Negotiations with respect to the Project

It shall be in the Client’s sole discretion if the implementation of the stages Phase I
and/or Phase II shall be continued, notwithstanding Article 6.

Pre-assessment. Preliminary Assessment of the Project

The Adviser will review the Project data and assumptions in order to estimate the
preliminary fair value (the “Fairness Opinion”) and provide the Client with an
indicative price for the equity stake of the Project. The Adviser will rely only on the
available reports and documentation on the Project that will be provided by the Client
and will subsequently undertake on that basis an independent valuation of the
Project applying the Discounted Cash-Flow and Multiples methods. The Adviser will
prepare a financial model of the Project with a hypothetical base case assuming
operating and financial assumptions provided by the Client. In rendering this opinion,
the Adviser will not independently verify any financial or other information concerning
the Project provided by the Client. The purpose of the Fairness Opinion will be to
determine the preliminary price for the equity stake and debt finance as well as the
proposed capital structure to be offered by the Client through an international tender
process. The Pre-Assessment shall be deemed to end with the submission of the
Fairness Opinion by the Adviser to the Client.

Phase I. Preparation of documentation and conducting the international tender

After receipt of the Fairness Opinion, the Client shall instruct the Advisor in writing to
commence the work on Phase I. In the event no such instruction is received by the
Adviser within three weeks of submission of the Fairness Opinion, the approval to
commence the work on Phase I shall be deemed to be given by the Client.

a) Review existing documentation on the Project.

Support the Client in Selection of Project Experts. The Adviser will propose and co-
ordinate the work of external experts (e.g. technical experts, lawyers who will be
additionally retained by the Client if required upon the approval of the Client) (the

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“Project Experts”) for technical and legal assessment of the Project and developing
the Feasibility Study;

Review and Assessment of the Project. The Adviser together with the Project Experts
will review the Project and conduct an assessment according to criteria agreed upon
with the Client, in order to identify the major issues involved and to review the results
of the Fairness Opinion as well as and possible investment commitments to be
offered to the potential investors through an international tender;

Sales/Financing Strategy Development and Deal Structuring. Adviser will elaborate

and propose the Client possible strategy for the Project development;

Preparation of the International Tender. Adviser will assist the Client in preparing an
international tender process as well as in drafting the presentation materials and
tender documentation (tender documentation, information memorandum, etc.).

Project Marketing. Identify and approach suitable strategic and financial Investors
using Adviser’s business contacts with Western and Russian companies. The Adviser
will develop an initial list of potential investors and will discuss the list of potential
investors with the Client and give him a brief summary of each together with the
reasons for its inclusion on the list.

Debt Financing. Fund raising activities for debt financing. For the purpose of this
Agreement debt financing means
 financing granted by any investor(s) (as defined in Article 3.2.) for its own
account who does not additionally provide equity to finance the project and;
financing that is not guaranteed or otherwise secured by an equity granting
investor.

Support the Client in executing the international tender process.

During this stage the Adviser will:

 agree with the Client on a selection of potential investors to be approached;

prepare a confidentiality agreement to be signed by potential investors;
finalise a detailed tender timetable;
review letters of interest from potential investors;
distribute an information memorandum to potential investors;
assist in organizing due diligence for potential investors (including site visits);
review the bids of potential investors;
 agree with the Client on a preferred investor/on a short list of preferred
investors;

Phase I shall be deemed to be finalized upon submission of a preferred investor/

short-list of preferred investors to the Client.

Phase II. Negotiations with respect to the Project

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Following the finalisation of Phase I the Client shall instruct the Adviser in writing to
commence the work on Phase II. In the event no such instruction is received by the
Advisor within three weeks of the finalisation of Phase I, the approval to commence
the work on Phase II shall be deemed to be given by the Client.

Negotiations with strategic and financial investors: The Adviser will assist and advise
the Client at all negotiating stages, aiming at determining optimal terms and
conditions for the Client.
Sale and Purchase Agreement and other legal documents: In co-operation with
lawyers the Adviser will assist in the negotiation of the detailed terms and
conditions of the participation in the Project to be incorporated into the Sale and
Purchase Agreement and for the other necessary legal documentation.

2.2 Standard of Work

The Adviser shall perform the services and carry out all its obligations under this
Agreement with all due care, skill, efficiency and diligence in accordance with the
usual standards recognized in the profession. In performing the services the Adviser
shall act as the faithful adviser of the Client.

3. Remuneration

The Adviser will be remunerated by the Client for the services it shall provide in
accordance with Article 2. It is understood that the payments according to Article 3.
by the Client to Sunrise Energy Limited constitute the sole and entire remuneration
for the services provided by the Adviser.

3.1. Retainer Fee

The Adviser will be entitled to the following non-refundable Retainer Fees:

A Retainer Fee of EURO 20,000 for the Pre-assessment stage (approx. 4 weeks)
(Retainer I).

A Retainer Fee of EURO 20,000 per month for a period of 3 months for Phase I
(Retainer II).

For the following period (Phase II) a daily rate of EURO 1,500/manday shall be
charged; The monthly total fee for Phase II, however, shall be capped with an amount
of EURO 20,000 (Retainer III).

The Retainer Fee is exclusive of any other third party costs (e.g. lawyers, auditors).
The obligation to pay the Retainer Fee shall cease upon the earliest of: (i) completion
of the Project; (ii) the Client’s final decision to withdraw from the Project; and (iii) the
termination of this Agreement.

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3.2. Success Fee

ADVISER shall be entitled to receive a Success Fee Equity and/or a Success Fee
Debt in the event the Project has been completed successfully. For the purpose of
this Agreement successful completion of the Project shall be defined as the signing of
any legally binding agreement of at least one investor with the Client to participate in
the Project (“Completion”).

The Success Fee Equity will be a percentage of the Transaction Value in accordance
with the following scheme:

 2,1% of the Transaction Value, but not less than EURO 1,000,000 (the “Minimum
Success Fee Equity”) if the Transaction Value is less than EURO 50,000,000
2,0% of the Transaction Value, but not less than EURO 1,750,000 (the “Fixed
Success Fee Equity”) if the Transaction Value is between EURO 50,000,000 and less
than EURO 100,000,000.
EURO 2,000,000 plus 1,85% of the Transaction Value (the “Variable Success Fee
Equity I”), if the Transaction Value is between EURO 100,000,000 and less than
200,000,000.
EURO 3,850,000 plus 1,70% of the Transaction Value (the “Variable Success Fee
Equity II”), if the Transaction Value is between EURO 200,000,000 and 300,000,000.
EURO 5,550,000 plus 1,55% of the Transaction Value (the “Variable Success Fee
Equity III”), if the Transaction Value is more than EURO 300,000,000.

The applicable Success Fee Equity according to the above mentioned scheme
will be determined upon Completion.
The Transaction Value shall be defined as the total sum of all present and/or
committed cash and all investments (including debt and/or equity contribution) to be
done by the investor(s) within a five years period after Completion as defined in the
sale agreement with an investor(s) as defined below. For the sake of clarification the
Transaction Value shall not include any kind of funds or any other contributions
committed by the Client in the Project. For the sake of this Agreement an investor(s)
(the “Investor(s)”) shall be defined as any party identified and nominated by
ADVISER for the purpose of the Project as Investor(s).

It is further understood that any and all contacts to potential sources of any kind of
debt financing pursuant to Article 2.1.g) herein for the Project such as banks, funds,
etc. shall only be made by and through ADVISER in its function as exclusive
financial advisor, thus the Client and/or affiliated project company(ies) that might be
established for the purpose of the Project shall refrain from obtaining financing on
their own.

The Success Fee Debt payable to Adviser with respect to any kind of debt financing
as described in Article 2.1.g) shall be 1 % from total amount of any kind of debt
financing, such as loans from banks, funds, etc. but in any case at least EURO
250,000 (the “Minimum Success Fee Debt”).

20 % of Retainer Fees but not more than EURO 50,000 paid to the Adviser in
accordance with Article 3.1. of this Agreement will be deductible from the amount of
Success Fee Equity, if the Success Fee Equity is less than EURO 2,000,000.
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50 % of Retainer Fees but not more than EURO 125,000 paid to the Adviser in
accordance with Article 3.1. of this Agreement will be deductible from the amount of
Success Fee Equity, if the Success Fee Equity is between EURO 2,000,000 and
EURO 3,850,000.

100 % of Retainer Fees paid to the Adviser in accordance with Article 3.1. of this
Agreement will be deductible from the amount of Success Fee Equity, if the Success
Fee Equity is more than EURO 3,850,000.

The Success Fee payable to the Adviser hereunder shall not be affected by success-
based compensation payable to any third parties.

3.3. Payment

The Retainer Fees will be due at the end of each month for which the services are
provided, calculated pro rata temporis in part months. Notwithstanding
aforementioned general provision the payment of the Retainer I in the amount of
EURO 20,000 shall be due and payable within five days upon signing of this
agreement.

The Success Fee(s) shall become due upon Completion as defined above.

The Success Fee(s) and Retainer Fee II and III are payable within 15 days after
receipt of invoice sent by the Adviser to the Client.

3.4. Expenses

The Adviser will be reimbursed by the Client for all reasonable and documented out-
of-pocket expenses arising upon notice, such as travelling and accommodation
expenses (hotel charges should not exceed EUR 200 per day, flights – economy
class only, per diems – EURO 80 per day) and costs for other services in connection
with the provision of the services, including translations. Telecommunication
expenses shall not be reimbursed. Out-of-pocket expenses exceeding EUR 4,000 in
an individual case shall be subject to approval by the Client.

Expenses will be invoiced on a monthly basis against usual evidence and shall be
payable within 15 days after receipt of an invoice.

3.5. Taxes

All taxes, duties and other additional charges due to local legislation (including
withholding tax and value-added tax) that are directly related to the remuneration as
described in Article 3 shall be borne by the Client.

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4. Confidentiality

The Parties hereto shall treat this Agreement and the matters contemplated herein,
together with all information disclosed to each other pursuant to this Agreement or to
the provisions of the services, as strictly private and confidential, unless such
information has entered into the public domain other than by a breach by either of the
Parties. Accordingly the Client and the Adviser may provide such confidential
information to third parties on a need-to-know basis, provided that the Party providing
such confidential information shall be responsible for any disclosures by such third
parties.

The Adviser will hold all information concerning the Client strictly confidential and will
use such information solely in connection with the performance of services under this
Agreement.

5. Exclusivity

ADVISER shall be the exclusive Adviser to the Client for the Project. The Client is
therefore not entitled to employ other investment advisers with regard to the Project.
Completion of the Project under any kind of agreement with another adviser shall not
affect the Adviser’s entitlement to success fees, retainers and expenses, in
accordance with the terms and conditions of this Agreement.

6. Term of Contract

This Agreement shall enter into force upon its signature and shall have a validity of
12 months.

The Client shall have the right to terminate this Agreement at any time within Phase I
or Phase II, but not before completion of the Pre-assessment-stage, with a notice
period of one month. The Adviser may terminate this Agreement not less than 30
calendar days after written notice of termination to the Client.

Each of the Parties may terminate the Agreement with immediate effect in the event
of a material breach by the other party to this Agreement, or in the event of such
other Party’s gross negligence, wilful misconduct or bad faith.

In the event that this Agreement is terminated or expires prior to the Completion of
the Project, other than pursuant to the material breach, gross negligence, bad faith or
wilful misconduct of the Adviser, and then the Completion occurs within a period of 24
months after the effective date of termination, the Adviser shall be entitled to the
Success Fee as defined above.

Notwithstanding anything set forth in this Section 6, Sections 4 and 8 of this

Agreement shall survive until the third anniversary of the signature of this Agreement.

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7. Amendments

This Agreement shall not be amended except by written document signed by both
Parties.

8. Governing Law/Jurisdiction

The Parties hereto shall try to settle any dispute arising out of or related to this
Agreement in an amicable way. If this is not possible, any dispute arising from the
present Agreement shall be settled by the final and binding arbitration in accordance
with the Rules of Conciliation and Arbitration of the International Chamber of
Commerce by 3 (three) arbitrators appointed in accordance with said Rules. Such
arbitration shall be held in Stockholm (Sweden) and judgement upon the award
rendered by the arbitrators may be entered in any court having jurisdiction thereof.
The language of the arbitration shall be English. Any and all disputes arising from the
present agreement shall be governed by English Law.

9. Miscellaneous

The Client will submit and supply any data, materials and/or other information, which
may be reasonably required by the Adviser to perform the services specified in this
Agreement in due time.

Any liability of the Adviser (or members thereof) under any proceeding in connection
with this Agreement shall not exceed the amount of fees paid to it hereunder and
shall be limited to actions performed in gross negligence and wilful misconduct.

The Client agrees to indemnify the Adviser from and against any and all actions,
claims, demands, proceedings, investigations, liabilities or judgements (collectively
“Claims”) and any and all losses, damages, costs, charges and expenses
(collectively “Losses” and including all costs, expenses and fees connected with
investigating, preparing or defending any such claim) which the Adviser may suffer or
incur relating to or arising out of the Adviser's provision of services in connection with
this assignment, provided such Claims or Losses resulted from the Client’s gross
negligence, wilful misconduct or fraud.

This Agreement represents the entire agreement between the Parties and replaces
any other agreements (verbal or otherwise).

In case any one or more of the provisions contained in this Agreement shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality and
enforceability of all remaining provisions contained herein shall not in any way be
affected or impaired thereby; and the invalid, illegal or unenforceable provisions shall
be interpreted and applied so as to produce as near as may be the economic result
intended by the Parties.

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed as of November ……, 2018.

For and on behalf of

The Client

Signed by: Mr. …………

Position:
Place, Date: __________________________

For and on behalf of

Sunrise Energy Limited

Place, Date: __________________________