i BUSINESCOMDENTML Boies Schiller Flexner LLP 575 Lexington Avenue, 7th Floor New York, NY 10022 USA ll July 2017 Letter of Engagement 1. This Letter of Engagement sets out the terms whereby Boies, Schiller Flexner LLP (herea?er "the Firm?) is engaging B.C. Strategy UK Ltd, a limited company incorporated in England and Wales (registered number: 0815397, hereinafter "Black Cube"), on behalf of a client, (hereafter "the Client"). This letter explains the research process and scope of the litigation support services to be provided to the Client, and attached to it you will ?nd our Terms and Conditions, which shall be considered as a part of this letter. General 2. B.C. Strategy UK is a business intelligence and strategic consultancy ?rm based in London, Tel-Aviv and Paris. The company, owner of the Black Cube brand in Israel, USA, UK, European Union. Hong Kong. Australia and other countries, specializes in ?nding tailored solutions to business challenges by gathering high quality intelligence and providing its clients strategic consultancy and guidance. The ?rm specializes in delivering end-to-end research into corporations, individuals and product markets. Black Cube is a select group of veterans of elite units in the Israeli intelligence community, combined with ?nancial and legal experts. Our team comes ?om a well-established intelligence background in the ?elds of information gathering, analysis and research, as well as various legal and ?nancial backgrounds and ?eld operations. The team's unique background, together with the cutting-edge methodology developed by Black Cube, was the reason we were retained to untangle complex business environments and legal cases for many multi-national clients. Black Cube regularly supplies services for a variety of international corporates and law ?rms. Black Cube is willing to provide business intelligence services to the Client in accordance with the work plan suggested below, and hereby warrants that all information collected during the project and all other action taken or directed by Black Cube will be obtained in con?dence and by legal means and in compliance with all applicable laws and regulations. In accordance, all operations are subject to the law in all relevant jurisdictions. "mm All of Black Cuhe'l opu'atimul methodolag'es have bear approved by KSLL Gila. BCL Burton Copeland Ind 0m". Hodak and Co. (lortier law firms in the US, UK and Israel who!>> 6, Furthermore. Black Cube tech advice and guidance Plum tap tierlaw firlm in any otherjuriadictian in which we operate, in order to flail to local law: Ind regulation". lpecilieally with reg-n1 to privacy and data pmleflion. Ohlecdves 7. The primary objectives of the pmjea are: a) Provide intelliwlu which will help the Climt's effort: to completely step the publicalion or. new negative article in a leading NY newspaper (hereinafla' "the Article"); h) Obtain additional come" of a book which curremly being written and include: harmful negative information on and about the Client (haeinafia' "the Book"). ll. of course. any 0th: apeeific reqirut or requirement hunt the Client will be taken into eonaidu-ation. The Research Team 9. For the Duration of the project. Black Oil): will allocate a dedicated teem of wiper! intelliwiee officers that will operate in the USA and any other necessary country: a) A project manage wilh Ipeeific exprriatee in manay'ng similar lamina: intelligence projecur The project Inlnaga will he in charge or building the Well plan, managing the team. allocating retourua, acheduling. and preaching vaults to the Clint, b) Intelligence -- expat in webhased daia gathering and database moss. swirl networks and pattern analyiis. c) A full-time agent by the name of "Anna" (hueinafla' "the Agent"). who will be based in New York and Lo! Angela as per the Client's instructions and who will be available full time to attain the Client and his momey: for the next four months, commencing on the date of this Later of Wt. sun Agar: em utilize the services of-oraiur Cube as the coordinator. d) All investiytive journalist a pa the Client request (herein-flu "the Journalist"), e) Avatar Operator: -- experts in relevant media analysis and relations. in all available soc-ill networks. We 0 Linguists -- for all relevant languages including Endish. 5) Operation expau with warm: expu'ienee in social engineaing. .mcomoanm . h) In house legal adviser for advice on the legality of collection methods and Operations; focusing on is, . privacy, data protection, and database access. 10. The team is supported by our board of directors and advisers businessmen in key positions in Israel and abroad and former heads of the Israeli intelligence forces, all of whom contribute from their vast experience and worldwide connections. Schedule and Fees 11. The ?nal report will be provided within four (4) months ?'om 10 July 2017, Le. by November 10, 2017. However, due to the urgency of the project, Black Cube will utilize its blitz methodology in order to allocate additional resources in the beginning of the project. 12. Regular updates, delivered in face to face meetings with the ?rm and client along with written status reports, will be given to the Firm and Client to present ?ndings and discuss further directions. 13. Relevant information will be provided to the Firm and Client as it becomes available. 14. The price for this project will be to be paid in four equal tranches of $50,000, inclusive of all costs databases and so?ware licenses, ?ights, travel, computers and special accessories, and out of pocket expenses) (hereinafter ?the Retainer?). The Client will not bear any additional expenses unless agreed upon in advance. The Client has caused to be paid, on July 10, 2017, $50,000 of the $190,000 Settlement Sum (as such term is de?ned in the Settlement Agreement, dated as of the date hereof, between Black Oibe and the Firm, acting on behalf of the Client). $100,000 of the Settlement Sum shall be paid to Black Cube upon the signing of this Engagement Letter and the remaining $40,000 of the Settlement Sum shall be paid to Black Cube within 10 days of the signing of this Engagement Letter. The ?rst tranche of the Retainer ($50,000) shall be paid by August 10, 2017. The remaining three tranches of the Retainer (each of $50,000) shall be paid on September 10, 2017, October 10, 2017 and November 10. 2017. 15. On, or within 10 days of, the date hereof, the Client shall pay Black Cube a refundable, lump sum amount of $40,000 for the services of the Journalist. The oumalist?s assignment is to conduct 10 interviews per month over a four month period, commencing on the date hereof, of interested persons. Black Cube shall report to the Client the results of such interviews by the Journalist. If such interviews are not so conducted, then such $40,000 shall be repaid by Black Cube to the Client immediately after the expiration of such for month period; provided that, such refund shall not need to be made if Black Cube is fully successful in achieving all of its other objectives, tasks and mandates pursuant to this 1013. In mm. I 16. In the event in which Black Cube provides intelligence which will directly contribute to the efforts to completely stop the Article from being published at all in any shape or form, Black Cube will be paid a success fee of 17. Furthermore, in the event in which Black Cube succeeds in achieving the other half of the Book?s content (approximately 250 pages in total) in readable book and legally admissible format (and not just based on interviews or recordings but the actual Book), Black Cube will be paid, an additional success fee of 18. If none of the objectives set forth above are achieved by Black Cube within four months of the date hereof, then Black Cube will provide its services to achieve those objectives for another month at no charge or fee. 19. Black Cube also hereby covenants and agrees with the Firm that it shall deliver (in the most professional and discreet manner) to the Firm, on behalf of the Client, all transcripts, recordings, tapes and other materials prepared, collected or made by or on behalf or of Black Cube for the bene?t of the Client pursuant to this Letter of Engagement immediately as they become available (and in no event later than 3 business days after they become available) in readable and legally admissible format, whether or not there is any dispute then pending between the Client and Black Cube or otherwise 20. The payment of the success fees will be independent from, and in addition to, any other fee paid according to this agreement. 21. This Letter of Engagement supersedes all prior agreements, written or otherwise, between the parties (including, in particular, the Letter of Engagement, dated October 24, 2014, between Black Cube and the Firm, acting on behalf of the Client (hereina?er ?the Original and the Client, whether written, oral or otherwise) and Black Cube acknowledges and agrees that it is not and will not be entitled to any fees (whether success fees or otherwise, whether pursuant paragraphs 16 through 18 of the Original or otherwise) or costs under the Original 22. We agree that Black Cube will solely look to the Client and not the Firm for payment of any amounts due under this engagement and shall hold the ?rm harmless from any costs arising out of this engagement. Ll We are looking forward to working with you on this opportunity. I ?rmly believe that Black Cube?s high-level intelligence capabilities will enable us to deliver to you the desired results ofthis case. 5 With kind regards. Dr Avi Yanus. Director Encl. I agree to the tenns of this letter and the BC Strategy UK Ltd. Terms and Conditions on behalf of the Client- Bates, Sch} lie-r4 Flex Ll?l> Name: Bal?s Signed: Date: