April 13, 2015 VIA E-MAIL Niiel Brown Re: anfidantiallnform 'on Dear Nigel, Pursuant to the agreement entered into between Dangate Consulting Ltd. ("Dangate") and Quinn Emanuel Urquhart Sullivan, LLP ("Quinn Emanuel") on October 1, 2014 (the "Engagement Agreement"), we request the return of any and all confidential information relating to the Engagement in the possession of Dangate and any persons affiliated with Dangale who worked on the Engagement including any independent contractors Engagement Agreement at pg. 2 ("Dangate agrees to return all confidential information [0 Quinn Emanuel at its request"). Per the Engagement Agreement, confidential information includes any of the following relating to the Engagement: (1) all between Dangate, Messrs, Ayuub-Farid and Fadl Saab, and Quinn Emanuel; (Z) all internal communications at Dangate; (3) all information provided to Dangale by Messrs. Ayoub-Farid and Fadi Saab and Quinn Emanuel and anyone working with or at their direction; and (4) all reports, analyses, work papers and other records created by Dangate. Please return any and all confidential lnlormation to Quinn Emanuel or Messrs. AyoubrFarid and Fadi Saab by April 17, 2015. In addition, please confirm that neither you nor any other person affiliated with or acting at the instruction of or in concert with you or Dangate have disseminated or will disseminate confidential information to any persons or entities in any manner without prior authorization [mt-n Quinn Emanuel. As you know, disclosure of such information without the consent of Quinn Emanuel is a violation of the Engagement Agreementr S_e_e Engagement Agreement, at pg. 1 ("Dangate agrees not to disaclose any confidential information related to the Engagement to any third party without Quinn Emanuel's consent"). truism-rm lilo-titan at -, unvui AMNNHEII: Thank ynu for yuur allennon AI your earliest convenience, buI no laler Khan April 17' 2015, plcasc contact to arrangp for lhe rclum or an Confidential informauon. Regards, Bill Buick PRIVILEGED ?1 CONFIDENTIAL ATTORNEYVCLIENT PRIVILEGE ATTORNEY WORK PRODUCT September 30, 2014 VIA ELECTRONIC MAIL Mr. Nigel Brown Dangate Consulting Re: Saab: Engagement Agzeement Dear Nigel, This letter sets forth the terms and conditions under which your firm, Dangate Consulting ("Dangate"), has been retained by Quinn Emanuel Urquhart Sullivan, LLP ("Quinn Emanuel") on behalf of our clients, Ayoub-Farid Saab and Fadi Saab. As counsel for Messrs. Ayoub-- Farid and Fadi Saab, Quinn Emanuel is retaining Dangate for its investigative capability and experience in order to provide comprehensive legal advice to Messrs. Ayuub-Farid and Fadi Saab in connection with the U.S. Department of Treasury Financial Crimes Enforcement Network's proposed rulemaking regarding FBME Bank (KIN 1506-ABZ7). (the "Engagemenl"). Dangate agrees not to disclose any confidential information related to the Engagement to any third party without Quinn Emanuel's consent. Confidential information includes any of the following related to the Engagement: (1) all communications between Dangate, Messrs. Ayoub- Farid and Fadi Saab, and Quinn Emanuel; (2) all internal communications at Dangate; (3) all information provided to Dangate by Messrs. Ayoub-Farid and Fadi Saab and Quinn Emanuel and anyone working with or at their direction; and (4) all reports, analyses, work papers and other records created by Dangate. The obligation to maintain the confidentiality of confidential information shall survive the completion of Dangate's work on the Engagement. The terms of this letter apply to any persons affiliated with Dangate's investigative services who work on the Engagement, including any independent contractors ("affiliated persons"). You agree to communicate the restrictions on the disclosure of confidential infon'natiun ountained in this Agreement to any and all affiliated persons. PRIVILEGED a CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE WORK PRODUCT All confidential information maintained by Dangate related to this Engagement constitutes property of Quinn Emanuel. Dangate agrees to return all confidential information to Quinn Emanuel at its request. All written communications from Dangate to Messrs. Ayoub-Fnrid and Fadi Saab and/or Quinn Emanuel shall be marked as follows: "Privileged Confidential - Subject to Attomey--Client Privilege and Attorney Workrl'roduet Doctrine" Dangate agrees that it shall immediately notify Quinn Emanuel of the unauthoan disclosure of any confidential information in its possession; and (2) any request by anyone to obtain confidential infon'nation from Dangate. In the event of any such request, Dangate further agrees to assert, as applicable, the attorney-client privilege or atlomey work- product doctrine; and (2) decline production of confidential information pending resolution of any motion for protective order or similar motions filed on behalf of Messrs. Ayoub-Farid and Fadi Saab, unless specifically authorized in writing by Quinn Emanuel to disclose the requested confidential information. You agree that Messrs. Ayoub-Farid and Fadi Saab shall be solely responsible for payment of Dangate's invoices. You shall submit Dangate's invoices to Quinn Emanuel for review, with a copy to Messrs. AyoubyFarid and Fadi Saab. You further agree that Quinn Emanuel does not assume any liability for the acts or omissions of Dangate arising out of or in connection with the performance of this agreement. Please indicate your acceptance of this Agreement by oountersigning and dating below and return one copy of this letter to us. We look forward to working with you to assist us in our representation of Messrs. Ayoub-Farid and adi Saab. Sincerely, William A. Burck 2 I: CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE ATTORNEY WORK PRODUCT AGREED TO AND ACCEPTED: Dzngale Consulting By: Datc: cc: Ayoub-Farid Saab Fadi Saab FBME Bank Ltd. 06m 00001152595621 06119 Hogan Lovells April 24, 2015 By Eloctronlc Mail Re: Rotum o! Contidonlill lntonnalinn minld andlor appropriated by Dangato Consulting Ltd. Harrington London Ltd, and ritual Brown. Dear Sirs. We refer to your letter dated April 9, 2015 and jointly with Quinn Emanuel Urquhart Sullivan, LLP write on behalf of Hogan Laveils' client, FBME Bank Ltd. and GE's clients, Ayoub-- Farid M. sash and Fadi M. Saab. in your April 9, 2015 letter, you tailed to respond to our request that your clients. Dangale Consulting and Harrington London 'Barrington") represented by Nigel Brawn, return to us any and all confidential Information, materials containing confidential information, and materials derived trom confidential information (the "Confidential Material") obtained or created in the course or their engagement with this firm (attached here as Exhibit A) (the Engagement Letter") and 0E (attached here as Exhibit B) (the Engagement Letter"). Nigel Brown signed the OE Engagement leter and agreed to the HL Engagement Letter in writing in his emails dated December 8, and December 15, 2014 (anached here and D). fl: ur nd that and with no turther In the meantime. we like this opportunity to remind both you and your clients or Ine confidentiain obligations Mitch continue to bind them with respect to their work tor FEME and/or its shareholders, Mr. Fadi M, Saab and Mr. Ayoublonnides Demetriou LLC April 24, 2015 In addition to the admissions made by your clients in their respective statements of claim against our clients, extensive con?dentiality obligations were contained in the HL Engagement Letter (and accepted by your clients). In particular, that letter provided as follows: 7. CONFIDENTIALITY. The sole or dominant purpose of your investigation will be to support HL in its provision of legal advice to FBME in this Matter. . . . [77he Services and our communications are con?dential and may be protected by applicable privileges, including the attorney-client privilege and work product doctrine. You should not take any steps that would in any way endanger the con?dential nature of the Services or the protections of applicable privileges, unless HL expressly directs you to do so. The a?airs of FBME are con?dential You are required to ensure that all con?dential information that comes into your knowledge in the course of your work is kept con?dential both during the term of and at all times after termination of your appointment. Such information must not be discussed or disclosed, either in writing or orally, to third parties, except members of Banington working on this assignment. "Con?dential Information" shall mean any non-public information of the other Party that is designated as con?dential, or that the receian Party knew or reasonably should have known was con?dential because it derives independent value from not being generally known to the public. Without limiting the generality of the foregoing, the terms and conditions of this Letter Agreement shall be considered the Firm's and Barrington's Con?dential Information. . . . The Party receiving Confidential Information will not at any time disclose to any person or use for its own bene?t, or the bene?t of anyone, Con?dential Information of the other Party without the prior written consent of said Party. Each Party shall limit disclosure of Confidential Information to its employees or agents who have a need to know related to the Parties' business relationship. Upon termination of the Services or this Agreement, the recipient of Confidential Information shall deliver to the other Party or destroy any and all such information in its possession or under its control, and any copies made thereof which the recipient of said information may have made, except as the Parties by prior express written pennission have agreed to retain. . . The Parties acknowledge and agree that a breach of its obligations under this section may cause harm to the other Party for which monetary damages are not a su?icient remedy. In such event the Parties understand and agree that the non-defaulting Party shall be entitled to seek to obtain from a court of appropriate jurisdiction immediate injunctive or other equitable relief to which it may be entitled under the circumstances in addition to other remedies allowed under this agreement and under applicable law. (Emphasis added.) Similar provisions were stipulated explicitly in the QE Engagement letter which provided as follows: Dangate agrees not to disclose any con?dential information related to the Engagement to any third party without Quinn Emanuel?s consent. Confidential information includes any of the following related to the Engagement: (1) all communications between Dangate, Messrs Ayoub-Farid and Fadi Saab, and Quinn Emmanuel (2) all internal communications at Dangate; (3) all information provided to Dangate by Messrs Ayoub-Farid and Fadi Saab and Quinn Emanuel and anyone working with or at their direction; and (4) all reports, analyses, work papers and other records created by Dangate. The obligation to maintain the con?dentiality of con?dential information shall survive the completion of Dangate?s work on the Engagement. The terms of this letter apply to any persons a?iliated with Dangate?s investigative services which work on lurinldes Demetliuu April24,2015 tire Engagement, including any independent contractors ('alfiliatdd persons'), You agree to communicate the restrictions on the disclosure of confidential [Maturation contained in Agreement to any and all affiliated persons All confidential iriiormalian maintained by Dangers related [0 this Engagement constitutes property of Quinn Emanuel Dangare agrees to Mum all confidential to Quinn Emanuel at its request. All written communication: Irom Dangate la Messrs. Ayaub Farid and Fadl Saab and/Of Quinn Emanuel shall be marked as follows: "Privileged ConfidentialSub/'ect to Attorney- Client Privilege and Attorney Work-Product Doctrine" Dmgale agrees that is shall immediater nnriry Quinn Emnnuel of (1) the un-urnoris-d disclosure or any confidential inronnalian in It: and any request by to Obtaln confidential from Dangata. In the event af any such mqllesl, Dangsta [miller agrees to (1) assert, as the attorney- client privilege or attorney work-pmduct doctrine. and (2) decline production or confidential Won-nation pending resolution of any motion for protective one! or similar motions filed on behalf 0f Messrs. Ayouh Farm and Fed! Saab, unless authorised ill by Quinn Emanuel to disclose MP mquested confidential information All of the confidentiality obligalinns referred to above remain in full force and effect and continue Io bind your clients Please in writing Ihat: (1) you and your clients understand and will abide by the confidentiality obligations set out above by which they continue to be bound: and (2) nellner you nor your clients have disclosed any confidential lnionnatlon or the existence of such inforrnatlon In any person or entity outside nl your law firm. II yau or your clients have already disclosed oonfidenllal iniormalion to third parties, please confirm immedlalely the premse nature at the information disclussd, the date of such dlsdosure, and all parties to whom disclosure has been made so that FBME can take appropriate action. Imm'des Dememnu LLC Aonl 24' 2015 Please respond to (his letter by relum and in any event no later than Wadnasday 29 Apvll 2015, falling which our clienls reserve the to lake immediate acllan Mlhoul further notice In you. In Ihe meanhme, our mienls reserve their rights enurer sinnerely' Evans Rice Partner Enclosures cc: nulnn nllanllel PRIVILEGED ATTORNEY-CLIENT ATTORNEY WORK PRODUCT Septemba 30, 2,014 115 EanoNlc MAIL Mr. Nigel Emwn Duner Consulting Re: flab: A gram; Deur Nigel, This letlersets forth the terms and condifiuns under which your firm1 Dangle Consulting ("Dangle"), hm been retained by Quinn Emanuel Urquhart 5i. Sullivan, LLP ("Quirm Emanuel") on behalf of our clients, Aynub-Fnrid Saab and Fndi Saab As counsel for Messrs, Ayoulanrid and Fadi Saab, Quinn Emanuel is retaining nangare far its investigative capability and aperience in elder to provide comprehenslv: legal advice to Messrs Ayonb- Fluid and Fadi Saab in rmmectioll Willi the U.S. uf Trusury Financial Crimes Enforcement Network's pruposed rulemnking reg-riding FBME Bank (KIN 1505-A827), (the "Engugunmt'j. Dangme agrees not to disclose any confidential information related to the Engagement in any third puny withaut Quinn Emanuel's consent, Canfidentinl information includes any of the fullnwing relale to the Engigemml: (1) all communications between Dangnte, Messrs. Ayullb- Farld and Fndi Saab, and Quinn Emanuel; (2) all communications at Dangle; (3) Ill information pmvided to Danglite by Messrs. Ayullb-Fm'd and Fadi Saab and Quinn B'lmnuel and anyone working with or at their direction; and (4) all repons, analyses, work papers and utlla' records cleaned by Dmgate. The obligafiun to maintain the confidentiality 0f confidential infurmalian shall survive die completion of Dangate's wark an the Engagement. The terms of this late apply to any pelsons affiliated with Dungate's investigntive services who work an Llle Engagement. including any independent contractors ("nfl'lflatui persons"), You agree in communicate the restrictions on the disclosure of confidential informatian contained in tllis Agreement to any and all affiliated om: mam IRMLEGB) I ATTORNEY-CLIENT nuva ATTORNEY WORK mum: All confidentinl maintained by Dengue related to this Engpgemenl constitute: property of Quinn Emanuel. Dangate ngrees to return all confidenti-l information to Quinn Emanuel 31 it: reques. All wrilten communications fium Dingle to Messrs AyoubsFarid and Fndi Sub and/0r Quinn Emaan shall be mnl'kd as follow: "Privilegui a: Confidenlinl . Subject in Anamey-Cliem Privilege ma Aunmey Work-Product Doctrine" Dangate agrees rim it dial] immediately notify Quinn Emmuel of the unauthorized disclosure of any confidential infonnztion in its possfisiml; and (2) my inquest by anyone to ulnxin oonfldentinl infoauntion from Dangatei in Ill: event of any such request Bangui: fimhe'r agrees in ism, as wplimble, the momey-elimi privilege or Immey work- pzoduct doctrine; and (2) decline pmduction of mfidentill information pending million of my motion for protective mder or similar motions filed on belutlf of Messrs. Ayoub--Fuid and Fadi Saab, unless specifically morized in writing by Quinn Emanuel disclose the requested canfidenrill infimmtion. You agree um Mail's. Ayoub-Farid and Fndi Saab dull be solely responsible {for payment of inv You shall submit Dunng invoices (0 Quinn EmInuel for review, with a copy to Messrs. Ayoub-Flrirl and Fall suit You further Igree tint Quinn Emanunl does not nssumc my liability for the In: or omissions uf'Dangam arising out of or in connection with the [autumn-lee of this agnanull. Please indicate your Incepmee ofrhis Agreement by and timing below and return one copy of this lettu- to us We look forward tn working with you to assist us in our repmsalmion of Messrs. Ayoub-Farid and Patti Saab. Sincerdy, William A Burck osmium/maul 2 Hogan Lovells April 29. 2015 By Ekctronlc Mail Andrew Demetriou Ra: Return of Confidential intonation retain-d and/or approprllud by Danng Consulting Ltd, Harrington London Ltd. and Nigel Brown. Dear Sirs We reter to your email dated April 25. 2015. As with our correspondence at April 24. 2015. Quinn Emanuel joins in this letter on behait of Ayouh-Farid M. Saab and Fadl M. Saab. the shareholders at FBME Bank Ltd. (hereinatier the 'Shareholders"). we object to both the tone and content oi your email and reject any suggestion that our letter oi April 24. 2015 was in any my Improper or inappropriate (it that Is the suggestion which you seek to make). On the contrary. hath FBME and the Shareholders have a number of very legitimate concerns with respect to your ctlents' conduct (both past and present); they are fully enmted to obtain confirmation and reassurance in the circumstances that your clients continue to comply with the very serious obligations which they agreed to assume. In an etiort to progress matters in a constructive manner. we say no more an the matter here. save to note that you have failed to respond to the very simple requests tor contirman'on set out in our letter. With respect to the identity of our client. our letter at April 24. 2015 could not have been clearer. Hogan Lovells represents FBME Bank Ltd. or the 'Bank'). and Quinn Emanuel represents the Shareholders. These relationships are described in our respective engagement letters with your clients. We note your comment that the Special Administrator is "the only authority [you] recognize as representing FBME Bank Ltd." Your understanding is wrong. The sperm Administrator and Resolution Authority represent the Cyprus Brunch at they do not act tar or represent the Bank itseii. whim is headquartered in Tanzania and is under the supervision and authority statutory manager appointed by the Bank at Tanzania. Hogan Lovells does not act at the ma. traum- mounts-um nag-tum." ttpnawnwr--mmiunmmn Alt-r11 Mm Beltane mm mm mu"- Drawer mu Mn mm mm. mm mammary mm. mm: mm timer, mm MM mala- mm ru- Phil-nami- amrm Rn"- -mma. was>>: anew--y Mm rem mm Mart-mum: me'mwt Mr 1mm lonnides Demetriou LLC April 29, 2015 direction of the Special Administrator, as the Special Administrator only supervises the Cyprus Branch of FBME Bank. You indicate in your letter that you intend to provide our letter of April 24, 2015, your email of the same date, and additional correspondence ?to the Special Administrator and the Resolution Authority, namely the Central Bank of Cyprus so that they are both fully aware of [Hogan Lovells?] actions in respect of this issue and of your unjusti?ed attack basis upon which such disclosure could be justi?ed in circumstances where neither the Special Administrator nor the Resolution Authority represents FBME in this matter. We remind your clients (again) of their extensive con?dentiality obligations under their various engagement agreements with both FBME and the Shareholders. By way of example, under the Hogan Lovells engagement agreement, your clients agreed that they would "not take any steps that would in any way endanger the con?dential nature of the Services or the protections of applicable privileges, unless HL expressly directs [them] to do so.? We put you on notice that sharing this correspondence (or indeed any other information relating to your clients' engagement) with the Special Admininstrator and/or Resolution Authority is very likely to violate your clients' con?dentiality obligations. We understand that you met with representatives from the Central Bank of Cyprus on 20 April 2015. Please con?rm that no information subject to the con?dentiality obligations by which your clients are bound was shared during that meeting. In the meantime, FBME and the Shareholders reserve their rights entirely. Thank you for clarifying that you do not have in your possession (and are not privy to) "documents belonging to or generated by FBME Bank or its shareholders.? However, your clients? con?dentiality obligations extend signi?cantly beyond such documents to all information, documents or records created by them related to their engagements and information learned in the course of their engagement (see our letter of April 24, 2015 for the full extent of your clients' con?dentiality obligations). We therefore repeat our request that you con?rm without further delay that (1) you and your clients understand and will abide by the con?dentiality obligations set out in our letter of April 24, 2015; and (2) neither you nor your clients have disclosed any con?dential information or the existence of such information to any person or entity outside of your law firm. lunnides Demeviuu Amt 29' 2015 We also repeat our request for information about the steps which your lirrn has taken to ensure that any confidential or privileged information disclosed to you by your clients in the course of your representation otthem In "Us matter Is not shared with members at your firm who are working on the EPS Electronic Payment Services Ltd. litigatlon. We seek your assurance that no inlormation in the possession at Dangale Consulting Ltd.. Harrington London Ltd., Nigel Brawn nr any related party will be disclosed to or used by members of your law firm In the separate and unrelated litigation. That Is a perfectly proper request In the circumstances and your refusal to provide even a basic confirmation that such steps have been taken Is iikety to be a matter omgniflcant concern to our drent, in respect of which it reserves its right to take appropriate action. We look tarward to hearing from you Sincerely' (flag Partner Enclosures cc: