MASTER FEE AGREEMENT

This fee sharing agreement (the “Agreement”) is made and entered into this 03 June 2023 between
COMPANY (the “Advisor”) and RECEIVER with registration number […] (the “Receiver”) in connection with
the mandate signed between [……] (the “Client”) and the Receiver on [Date] for the purpose of introducing
potential debt providers or equity investors (the “Investor”) to Client via the Receiver which upon successful
closing of a transaction between a potential investors and the Client will result in a disbursement of funds
(“Success fee”) from Client to Receiver.

WHEREAS

Receiver is mandated by the Client on the basis of a separate agreement signed between Client and
Receiver (attached to this agreement in appendix) to introduce Client to potential Investors in order to
provide debt funding for EUR XXX million or provide Equity funding to buy-out project NAME from […] for a
price of […] (the “Purpose” or “Transaction”).

TERMS OF FEE SHARING

1. This Master Fee Sharing Agreement is linked back-to-back to any signed Mandate, Agreement or
Contract executed between Client and Receiver with regards to the Purpose.

2. A copy of this signed Agreement shall be attached in the appendix of this contract for the avoidance of
any misunderstandings.

3. Receiver has entered into an agreement with Client for a total success fee of 1.5% of arranged funds.
If a potential Investor referred by Advisor, proceeds with funding the said Transaction, Receiver
agrees to split the fees with Advisor as follows:

a. 1% Advisor and
b. 0.5% Receiver (the “commission”).

4. Receiver commits to pay Advisor as therein defined from its bank account in Switzerland to the
Advisor’s bank account in Germany.

5. All Terms in this Agreement are linked back-to-back to the Signed Agreement between Client and
Receiver dated on [date]. Payments to Advisor from Receiver shall be made within three (3) working
days of payment receipt by Receiver from Client.

6. Please confirm that the above are acceptable by signing on the acceptance section below.

7. In the event that the investment is staged and that initial payment from Investor to Client, then
Receiver will pay Advisor the commission in stages also for each tranche of funding received by Client
from Investor and Receiver will continue paying Advisor subsequent commissions payments for each
further tranche of committed funds from Investor to Client.

8. All notices required to be given by one Party to the other shall be given in writing at such addresses
as indicated below. Any such notification notices shall be in writing delivered by first class post or
messenger service at the respective addresses of the Parties set out below.

a. For Advisor:

b. For Receiver:

9. This Agreement is agreed upon in full confidentiality between the parties undersigned.

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 10. This Agreement shall be governed by and construed in accordance with the laws of Germany. Any
dispute arising out of or in connection with this Contract, including any question regarding its
existence, validity, or termination, shall be exclusively submitted to the courts of Germany.
The language of the proceedings and all documentation related to any dispute shall be in German.
The prevailing party in any legal action arising from this Contract shall be entitled to recover its
reasonable attorneys' fees and costs incurred in connection with such legal action.

11. Please confirm that the above are acceptable by signing on the acceptance section below.

For and on behalf of ADVISOR

________________________
CEO

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ACCEPTANCE OF TERMS BY THE RECEIVER:

We agree to the above terms

Name of Authorised
Representative

Designation / Title

Signature & Stamp

Date

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APPENDIX

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