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J

OMB No. 1124-0006; Expires April 30, 2017

Exhibit A to Registration Statement
Pursuant to the Foreign Agents Registration Act of
1938, as amended

U.S. Department of Justice
Washington, DC 20530

INSTRUCTIONS. Furnish this exhibit for EACH foreign principal listed in an initial statement and for EACH additional foreign principal acquired
subsequently. The filing of this documentquires the payment of a filing fee asset forth in Rule (d)(1), 28 CF.R. § 5.5(d)(1). Compliance is
accomplished by filing an electronic Exhibit Aform'athttp://www. fara.gov.
Privacy Act Statement. The filing ofthis document is required by the Foreign Agents Registration Act of 1938, asamended, 22 U.S.C. § 611 etseq:,
for the purposes ofregistrationunder the Act arid public disclosure. Provision of the mformation requested is mandatory, and failure to provide this
mformation is subject to the penalty and enforcement provisions established in Section 8 of the Act Evayregistrationstatement, short form
registration statement, supplemental statement, exhibit, amendment, copy of informational materials or other document or information filed with the
Attorney General under this Act is a publicrecordopen to public examination, inspection and copying during the posted business hours of the
Registration Unit in Washington, DC. Stetements arealso available online at the Registration Unit's webpage:tittp;//www,fitra.gov.One copy of
every such document, other man informational materials, is automatically provided to the Secretary of State pursuant to Section 6(b) of the Act, and
copies of any and all documents are routinely made available to other agencies, departments and Congress pursuant to Section 6(c) of the Act. The
Attorney General also transmits a semi-annual report to Congress on the aclministration ofthe Act which lists the names of all agentsregisteredunder
the Act and the foreign principals they represent this report is available to the public in print and online at: htm://wwwJara,gov.
Public Reporting Burden. Public reporting burden for this collection of information is estimated to average .49 hours per response, including the
time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the
collection of information. Send commentsregardingthis burden estimate or any other aspect of this collection of information, including suggestions
for reducing this burden to Chief; Registration Unit Counterespionage Section, National Security Division, U.S. Department of Justice, Washington,
DC 20530; and to the Office of Information and Regulatory Affairs, Office of Management and Budget Washington, DC 20503.
1. Name and Address of Registrant
Southfive Strategies, LLC
2100 M Street NW
Washington, DC 20037

2. Registration No.

3 . Name of Foreign Principal
Government ofthe Democratic Republic of Congo
through Mer Security and Communication Systems Ltd.

4. Principal Address of Foreign Principal
Kinshasa, DRC

5. Indicate whether your foreign principal is one of the following:
1

IE! Government of a foreign country
• Foreign political parry

O Foreign or domestic organization: If either, check one of the follo wing:
•

Partnership

•

Committee

•

Corporation

•

Voluntary group

•

Other (specify)

• Association
Individual-State nationality

•

6. If the foreign principal is a foreign government, state:
a) Branch or agency represented by the registrant
Ministry of Foreign Affairs and International Cooperation
b) Name and title of official with whom registrant deals
H.E. Raymond Tshibanda, former Minister of Foreign Affairs, currently Special Envoy to the United States
7. If the foreign principal is a foreign political party, state:
a) Principal address

b)

Name and title of official with whom registrant deals

c)

Principal aim

1 "Governmerifof a foreign country," as defined in Section 1(e) of the Act, includes any person or group of persons exercising sovereign de facto or de jure political jurisdiction
over any country, other than the United States, or over any part of such country, and includes any subdivision of any such group and any group or agency to which such sovereign de
facto or de jure authority or functions are directly or indirectly delegated. Such term shall include any faction or body of insurgents within a country assuming to exercise
governmental authority whether such faction or body of insurgents has or has not been recognized by the United States.
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8. If the foreign principal is not a foreign government or a foreign political parry:,
a) State the nature ofthe business or activity of this foreign principal.

b) Is this foreign principal:
Supervised by a foreign government, foreign political party, or other foreign principal

Yes • No •

Ownedby a foreign government, foreign politic

Yes •

No •

Directed by a foreign government, foreign political party, or other foreign principal

Yes •

No •

Controlled by a foreign government, foreign political party, or other foreign principal

Yes •

No •

Financed by a foreign government, foreign political party, or other foreign principal

Yes •

No •

Subsidized in part by a foreign government, foreign political party, or other foreign principal

Yes •

No •

9. Explain fully all items answered "Yes" in Item 8(b). (If additional space is needed, afull insert page must be used)

10. If the foreign principal is an organization and is not owned or controlled by a foreign government, foreign political parry or other
foreign principal, state who owns and controls it.

EXECUTION
In accordance with 28 U.S.C. § 1746, the undersigned swears or affirms under penalty of perjury that he/she has read the
information set forth in this Exhibit A to the registration statement and that he/she is familiar with the contents thereof and that such
contents are in their entirety true and accurate to the best of his/her knowledge and belief.

Date of Exhibit A Name and Tide

Signature

May 04,2017

/s/Jason Epstein

Jason Epstein, President

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eSigned

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OMB No. 1124-0004; Expires April 30, 2017

u.s. Department of Justice
Washington, DC 20530

Exhibit B to Registration Statement
Pursuant to the Foreign Agents Registration Act of
1938, as amended

INSTRUCTIONS. A registrant must furnish as an Exhibit B copies of each written agreement arid the terms and conditions of each oral agreement
with his foreign principal, including all modifications of such agreements, or, where no contract exists, a hill statement of all the circumstances by
reason of which the registrant is acting as an agent of a foreign principal. Compliance is accomplished by filing an electronic Exhibit B form at
http://www.fara.gdv •
Privacy Act Statement. The filing of this document is required for the Foreign Agents Registration Act of 1938, as amended, 22 U.S.C. § 611 etseq.,
for the purposes of registration under the Act and public disclosure. Provision ofthe mformation requested is mandatory,, and failure to provide
the information is subject to the penalty and enforcement provisions established in Section 8 of the Act Every registration statement short form
registration statement supplemental statement exhibit amendment copy of informational materials or other document or information filed with the
Attorney General under this Act is a public record open to public examination, inspection and copying during the posted business hours of the
Registration.Unit in Washington, DC. Statements are also available online at the Registration Unit's webpage: http://www.fara.gov. One copy of
every such document other than informational materials, is automatically provided to the Secretary of State pursuant to Section 6(b) of the Act, anti
copies of any and all documents are routinely made available to other agencies, departments and Congress pursuant to Section 6(c) of the Act The
Attorney General also transmits a semi-annual report to Congress on the administration of the Act which lists the names of all agents registered under
the Act and the foreign principals they represent This report is available to the public in print and online at: http://www fara,gov.
T

Public Reporting Burden. Public repotting burden for this collection of mformation is estimated to average .33 hours per response, including the
time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the
collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions
for reducing this burden to Chief, Registration Unit, Counterespionage Section, National Security Division, U.S. Department of Justice, Washington,
DC 20530; and to the Office of Information and Regulatory Affairs, Office of Management and Budget Washington, DC 20503.

1. Name of Registrant

2. Registration No.

Southfive Strategies, LLC
3. Name of Foreign Principal
Government ofthe Democratic Republic of Congo through Mer Security and Communication Systems Ltd.

Check Appropriate Box:
4. 0

The agreement between the registrant and the above-named foreign principal is a formal written contract. If this box is
checked, attach a copy of the contract to this exhibit.

5. •

There is ho formal written contract between the registrant and the foreign principal. The agreement with the above-named
foreign principal has resultedfroman exchange of correspondence. If this box is checked, attach a copy of all pertinent
correspondence, including a copy of any initial proposal which has been adopted by reference in such correspondence.

6. •

The agreement or understanding between the registrant and the foreign principal is the result of neither a formal written
contract nor an exchange of correspondence between the parties. If this box is checked, give a complete description below of
the terms and conditions of the oral agreement or understanding, its duration, the fees and expenses, if any, to be received.

7. Describe fully the nature and method of performance of the above indicated agreement or understanding.
Southfive Strategies, LLC, will provide strategic services to Mer Security and Communication Systems Ltd. on behalf ofthe
Government ofthe Democratic Republic of Congo. The initial period of performance is three months.

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8. Describe fully the activities the registrant engages in or proposes to engage in on behalf of the above foreign principal.
Southfive Strategies, LLC, will provide strategic services to Mer Security and Communication Systems Ltd. in its efforts to
assist of the Government of the Democratic Republic of Congo in initiating a process in the United States that is intended to
result in a better understanding ofthe complicated situation in the Congo, promote both the welfare and safety ofthe
Congolese people, and strengthen US interests in the region.
Southfive Strategies, LLC, will engage with officials, officers and employees ofthe Executive and Legislative branches ofthe
United States government in furtherance ofthe objectives of Mer Security and Communication Systems Ltd. on behalf of
the Government of the Democratic Republic of Congo, and may also include communications with media, think tanks and
non-governmental organizations.

9. Will the activities on behalf ofthe above foreign principal include political activities as defined in Section l(o) of the Act and in
the footnote below? Yes E
No •
If yes, describe all such political activities indicating, among other things, the relations, interests or policies to be influenced
together with the means to be employed to achieve this purpose.
Southfive Strategies, LLC will provide strategic services to Mer Security and Communication Systems Ltd. in its efforts to
assist ofthe Government ofthe Democratic Republic of Congo in initiating a process in the United States that is intended to
result in a better understanding of the complicated situation in the Congo, promote both the welfare and safety of the
Congolese people, and strengthen US interests in the region.
Southfive Strategies, LLC will engagewith officials, officers and employees ofthe Executive and Legislative branches ofthe
United States government in furtherance ofthe objectives of Mer Security and Communication Systems Ltd. on behalf of
the Government ofthe Democratic Republic of Congo, and may also include communications with media, think tanks and
non-governmental organizations.

EXECUTION
In accordance with 28 U.S.C. § 1746, the undersigned swears or affirms under penalty of perjury that he/she has read the
mformation set forth in this Exhibit B to the registration statement and that he/she is familiar with the contents thereof and that such
contents are in their entirety true and accurate to the best of his/her knowledge and belief.
Date of Exhibit B
May 04,2017

Name and Title
Jason Epstein, President

Signature
/s/Jason Epstein

eSigned

Footnote: "Political activity," as defined in Section l(o) of the Act, means any activity which the person engaging in believes will, or that the person intends to, in any way influence
any agency or official of the Government of the United Slates or any section of the public within thc United States with reference to formulating, adopting, or changing the
domestic or foreign policies of the United States or withreferenceto the political or public interests, policies, or relations of a government of a foreign country or a foreign political
party-

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AGREEMENT
this agreement for strategic services as may be agreed upon by the parties hereto (the
"Agreement") is made and entered into this 25th day of April 2017, by and between Mer
Security and Communication Systems Ltd, a corporation formed under the laws of Israel (thc
"Client") on behalf of the Democratic Republic of Congo (the "Government"), and Southfive
Strategies, LLC, a limited liability companyformedunder the laws of the District of Columbia,
with an office in Washington, DC (the Xonipany").
The Client and the Company hereby agree to the following terms:
1 Term. This Agreement shall last three (3) months, commencing on 25 April 2017, and
terminating on 25 July 2017. It may be renewed for additional and successive periods upon the
explicit written agreement of boA parties. This Agreement may, during its term, be terminated
with or without cause at any time by either party after thirty (30) days written notice to the other
party,
2. Services. The Company shall provide strategic services for die Client to assist the
Government in initiating a process in the United States that is intended to result in a better
understanding of the complicated situation in the Congo, promote both thc welfare and safety of
the Congolese people, and strengthen US interests in the region. The Company and the Cheat
(in consultation with the Government) shall jointly determine the hill nature and extent of those
services, lite Company shall not pursue any strategy or agenda without the express consent of
the Client
3. Fees, The Client agrees to pay the Company a retainer fee of $138,000 for the services
described herein and as may be further agreed upon by the parties. This retainer fee shall be
payable in the following installments:
• An installment of $69,000.00 due and payable no later than 1 May 2017.
• An installment of $69,000.00 due and payable uo later than 21 July 2017.
All retainer fee installments shall be paid by wire transfer of immediately available funds to an
account in the United States designated by the Company in writing. The Client will be
responsible for any wire transfer fees.
Both normal and non-routine expenses (eg, think tank event costs, record access and
retrieval fees, non-local travel and mileage, website construction) would be boiled separately and
paid within ten (10) days of being received; however, prior express approval of any expenses in
excess of S250 would be required.
4. RefundforEarly Termination. In the event that this Agreement is terminated prior lo the end
of its term, any retainerfeespaid to the Company by the Client that exceed the pro-rata share of
fees apportioned on a daily basis, np to and including thc date thirty (30) days after notice of

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termination has been provided as described herein, shall be refunded by the Company to the
Client.
5. EenflfX The Company wilt provide the Client with weekly status reports concerning the
services as described herein provided during the previous week within three business days of thc
end of the previous week.
6. privileged Information. Subject to the requirements of US law (including Title 22. Chapter
II of the United States Code pertaining to the Foreign Agents Registration Act of 1938, as
amended), the Company, understanding the sensitive nature ofthe services to be provided under
tliis Agreement, will make every effort to protect and keep secret all privileged communications
and other confidential information developed by the Company or provided to the Company by
the Client during the course of the Company's provision of services described herein. The
Company shall neither make nor keep more copies than necessary of materials relating to its
services for thc Client. The Company also agrees to keepfilesrelating to its services in a secure
manner.
7. Subcontractors. The Company may employ at its discretion subcontractors lo assist in
providing the services described herein. Tlie Company shall engage such subcontractors, subject
to the approval ofthe Client, which approval shall not be unreasonably withheld. Copies of all
subcontractor agreements shall be provided to the Client. The Company shall be responsible for
all payments due to such subcontractors tor their services.
8. Legal Compliance. The Company and any subcontractor ofthe Company shall separately and
individually comply with all applicable US laws and regulations. In particular, it shall comply
with f hie 22, Chapter 11 of the United States Code pertaining to die Foreign Agents Registration
Act of 1938. as amended.
9. Conflicts. Thc Client understands that the Company provides services to other entities that
are engaged in intemalional business, trade and similar activities. Notwithstanding anything to
the contrary within this Agreement, (he Company, in the exercise of its sole discretion, may
represent any commercial entity in doing business with the Client. However, the Company shall
notify the Client of any potential conflicts of interest between itsrepresentationofthe Client and
any other party and any possible remedial measures that can be taken to remove the conflicts).
Once notified, the Client shall in its sole discretion, determine whether a material conflict exists
and whether remedial measures proposed are sufficient.
10. Representations and Warranties.
a. The Client hereby represents and warrants that the undersigned has the full power and
authority to enter into this Agreement on behalf of the Client and the Government and to carry
out the obligations contemplated herein. This Agreement, when executed by the undersigned on
behalf of the Client end the Government, will constitute a legal, valid and binding agreement of
die Client enforceable against the Client in accordance with its terms.

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b. Thc Company hereby represents and warrants that the undersigned has thc full power and
authority to enter into this Agreement ou behalf of the Company and to carry out the obligations
contemplated herein. This Agreement, when executed by the undersigned on behalf of the
Company, will constitute a legal, valid and binding agreement of the Company enforceable
against the Company in accordance with its terms.
c. The Company hereby represents and warrants that it is an independent contractor and not an
employee of the Client or the Government As such, it has no authority to bind the Client or the
Government in any mariner whatsoever, absent the express written consent of the Client.
1]

> Governing Law* The parties agree that this Agreement shall be governed by thc laws ofthe
District of Columbia, without reference to the principles of conflicts of taws thereof. All
disputes arising out ofthis agreement shall be subject to the exclusive jurisdiction and venue of
the courts of the District of Columbia (or if there is federal jurisdiction, the United States District
Court for the District of Columbia) and the parties consent to die personal jurisdiction and
exclusive jurisdiction and venue of these courts.
12. Indemnity. The Company shall be solelyresponsiblefor the arts of its employees and/or
agents and shall defend and hold die Client and the Government harmless from and indemnify it
for any claims that arise from such acts.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed
and delivered as of the day and year first written above, in two (2) original copies in the English
language.
FOR MER SECURITY AND COMMUNICVriiON SYSTEMS LTD.:

GKfeWsxecutiveOfficer
FOR SOUTHFIVE STRATEGIES, LLC

By; Jason Epstein
President
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