Received by NSD/FARA Registration Unit 01/12/2018 1:37:48 PM OMB No. 1124-0006; Expires May 31,2020 U.S. Department ot Justice Washington, DC 20530 Exhibit A to Registration Statement Pu rsuant to the Foreign Agents Registration Act of 1938, as amended INSTRUCTIONS, Furnish this exhibit for EACH foreign principal listed in nn initial statement and for EACH additional foreign principal acquired subsequently. The filing of this document requires the payment of a filing fee us set forth in Rule (d)(1), 28 C.F.R. § 5.5(d)(1). Compliance Is accomplished by filing on electronic Exhibit A form at Inipsi/As'ww.fiuii.iiov. Privacy Act Statement. The filing of this document is required by the Foreign Agents Registration Act ofl938. as amended, 22 U.S.C. § 611 tt xeq., for the purposes of registration tinder the Act and public disclosure. Provision of the information requested is mandatory, and failure to provide this information is subject to the penally and enforcement provision's established in Section 8 of the Act. Every registration statement, short form registration statement, supplemental sialomenl, exhibit, amendment, copy of informational materials or other document or Information filed with (he Attorney General under tnis Act is u public record open to public examination, inspection and copying during the posted business hours of the Registration Unit in Washington, DC. Statements arc also available online at the Registration Unit's webpage: httiisi/Avww.fnrn.gov. One copy of every such document, other than informational materials, is automatically provided to the Secretory of State pursuant lu Section 6(b) of the Act, and copies of tiny and alt documents arc routinely made available to other agencies, departments and Congress pursuant to Section 6(e) of the Act. The Attorney General niso transmits a scml-nnnuul report to Congress on the administration of the Act which lists the names of all agents registered under the Act and the foreign prlncipnls'lhcy represent. This report is available to the public in print and online at: llUpajtfwww.JjtnLllity. Public Reporting Durden. 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 dnln needed, and completing and reviewing (he collection of information. Send comments regarding this burden estimate or any other aspect of this collection of Information, Including suggestions Tor reducing this burden to.C'hlcf, Registration Unit, Counterintelligence and Export Control Section, National Security Division, U.S, Department of Justice, Washington, DC 20530; and to the Office ol'lnltirmalion and Regulatory Affairs, Offico of Management and Budget. Washington, DC 20503. 2. Registration No 1. Name and Address of Registrant Manatt, Phelps & Phillips, LLP 1050 Connecticut Avenue, NW, Suite 600 Washington, DC 20036 3. Namcof Poreign Principal Banque Centrale de Mauritania 4, Principal Address of Foreign Principal 2017 Avenue de Hnctepen'dance BP 623 Nouakchott Mauritania 5. Indicate whether your foreign principal is one of tlte following: □ Government of a foreign country*1 □ Foreign political parly IS Foreign or domestic organization: If either, check one of the following: □ Partnership Q Committee D Corporation Q Voluntary group □ Association 0 Other (specify) Banque Centrale de Mauritania □ Individual-State nationality 6. If the foreign principal is a foreign government, state: a) Branch or agency represented by the registrant Banque Centrale de Mauritania b) Name and title of official with whom registrant deals Abdel Aziz OULD DAHI, Governor of the Central dank of Mauritania 7. If the foreign principalis aforeign political party, state: a) Principal address b) Name and title of official with whom registrant deals c) Principal aim I "Government of n forciiiu country." as defined in Section 1(e) of Hit Ad, includes any person of group of ftiinons exercising sovereign de fnelo or do into political jurisdiction over any country, either titan (lie United Stales, or over nny part of xucli counliy, end includes any subdivision of any such group mid any group or agency lo which such sovereign de facto or de jure mnhorliy or functions me directly or indirectly delegated. Such term shall include any faction or body of insurgents within a country assuming to exercise governmental authority whether melt Caution or body of insurgent hits or has not been recognized by the United Rintci. FORM NSD-J Revised 05/17 Received by NSD/FARA Registration Unit 01/12/2018 1:37:48 PM Received by NSD/FARA Registration Unit 01/12/2018 1:37:48 PM 8. If the foreign principal is not a foreign government or a foreign political party: a) State the nature of the business or activity of this foreign principal. The Central Bank of Mauritania plays similar role as the US Federal Reserve. It Is the regulatory authority and It supervises the banks In Mauritania, Further the CBM exercises monetary policies and carries out, on behalf of the government of Mauritania, wire payments abroad. b) Is this foreign principal: Supervised by a foreign government, foreign political party, or other foreign principal Yes 0 No □ Owned by a foreign government, foreign political party, or other foreign principal Yes ® No □ Directed by a foreign government, foreign political party, or other foreign principal Yes 0 No □ Controlled by a foreign government, foreign political party, or other foreJgiv principal Yes 0 No □ Financed by a foreign government, foreign political parly, or other foreign principal Yes K! No □ Subsidized in part by a foreign government, foreign political party, or other foreign principal Yes □ No 0 9. Explain fully all items answered "Yes" in Item 8(b). (Ifadditional space Is needed, afull insert page must be used) The Centra! Bank is an autonomous agency, but It Is a governmental agency. The head of the Central Bank (the Governor) Is appointed and released by the President of Mauritania. 10. ff.thc foreign principal Isan organization'and is not owned or controlled by a foreign government, foreign political party or other foreign principal, state who owns and controls it. The Central Bank Is fully owned and controlled by the government of Mauritania, EXECUTION In accordance with 28 U.S.C. § 1746, the undersigned swears or affirms under penalty of perjury that he/shc 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 oontents are in their entirety (me and accurate to the best of his/her knowledge and belief. Date of Exhibit A Name find Title Signature **“/\ /I A Received by NSD/FARA Registration Unit 01/12/2018 1:37:48 PM Received by NSD/FARA Registration Unit 01/12/2018 1:37:40 PM OMB No. 1124-0004; Expires May 31,2020 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 us on Exhibit B copies of cuclt written agreement nnt! the terms and conditions of each uml agreement witl) his foreign principal. Including all modifications of such agreements, or, whore no contract exists, a full statement of all the circumstances by reason of which the registrant is acting ns an agent of n foreign principal, Compliance is nccompliahcil by filing on electronic Exhibit B form til hiittiKw.WYJim.ttO.YPrivacy Act Statement, Tho tiling of this document is required for the foreign Agents Registration Act of 1938, as untended, 22 U.S.C. § 6U etseq., for the purposes of registration under the Act and public disclosure. Provision of the Inlbrmniion requested is mandatory, and failure to provide Ihc 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 Hied with the Attorney General under this Act is n public record open to public examination, inspection and copying during the posted business hours of (he Registration Unit In'Washington, DC. Statements nrc also available online nt the Registration Unit’s webpage: htlL>s://www.furji.gov. One copy of every such document, other than informational materials, is nulomulically provided to tho Secretary of State pursuant to Section 6(b) of the Act, and copies of any nnd.all documents arc routinely made available toother agencies, departments and Congress pursuant tu Section 6(e) of the Act. 1'hc Attorney General aJso'tnwsiiiiW ft semi-annual report to Congress on the administration of tho Act which Jisis the mime* 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: b It1) ,s y.W. J ii S£lm . Public Reporting Burden. Public reporting bunion for this collection of in formation is estimated to average .33 hours per response, including the lime for reviewing instructions, searching existing data sources, gathering and maintaining (he ilnl’a 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, Counterintelligence and Export Control Section, National Security Division, U.S. Department of Justice, Washington, DC 20530: and to die Office of Information and Regulatory Affairs, Office of Management mid Budget, Washington, DC 20503. 1. Name of Registrant 2. Registration No. Manatt, Phelps & Phillips, LLP 3. Nome of Foreign Principal the Centra/ Sank of Mauritania Check Appropriate Box: 4. ET The agreement between the registrant and the above-named foreign principal is a formal written contract. Ifthis box is checked, attach a copy of the contract to this exhibit. 5, □ There is no formal written contract between the registrant and the foreign principal. The agreement with die above-named foreign principal has resulted from nn exchange of correspondence, Ifthis box is checked, attach a copy of oil pertinent correspondence, including a copy of any initial proposal which has been adopted by reference in such correspondence, <5. □ 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, Ifthis box is cheeked, 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. Manatt has entered Into a service contract pursuant to which Manatt agrees to carrying out a preliminary visit to Mauritania to speak to gather Information regarding Anti-Money Laundering (AML}/Combatlng the Financing of Terrorism (CFT) compliance with a view to strengthen the relationship between BCM, Mauritanian banks and US commercial banks. Some high level official outreach Is contemplated. FORMNSD-4 Revised 05/17 Received by NSD/FARA Registration Unit 01/12/2018 1:37:40 PM Received by NSD/FARA Registration Unit 01/12/20)8 ]:37;40.PM 8, Describe fully the activities the registrant engages in or proposes to engage in on behalf of the above foreign principal. The purpose of the retainer Is In Its first phase to speak and gather Information on Mauritanian laws and regulations regarding AML/CFT, evaluate Its gaps and weaknesses and then propose remedial measures and steps to Improve policies and procedures on AML/CFT. The objective Is to maintain and preserve corresponding banking relationship with US commercial banks. 9. Will the activities on behalf of the above foreign principalinclude political activities a'S defined in Section l(o) of the Act and in the footnote below? Yes 0 . 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. The political activities within the meaning of FARA are expected to be carried out later on when additional retainers are secured. They would consist of meetings with various federal agencies and departments to explain the banking Industry In Mauritania and the compliance efforts.made.by CBM and Mauritanian commercial banks In order to maintain corresponding relationship with US Banks. Later on with the agreement of the Central Bank of Mauritania, Manatt will make recommendation where It has detected gaps and weaknesses to Improve compliance and stronghen AML/CFT. EXECUTION Tn accordance with 28 U.S.C. § 174(5, the undersigned swears or affirms under penalty of perjury that he/she has read the information set forth in this Exhibit B to the registration statement and that he/she is familiar with the con tents thereof and that such contents are In their entirety true and accurate to the best of his/her knowledge and belief. I ony agency or official of llic Government of (he t tailed Stoles oniny section of the public within the United Stales with reference to Cormuloung. adopting, or ohanj;(ny the domestic or foreign policies of the United Stales or'wiihrc/crcnco to the political or public Interests, policies, or relations of a government of a foreign country orb foreign political party. Received by NSD/FARA Registration Unit 01/12/2018 1:37:40 PM Received by NSD/FARA Registration Unit 01/12/2018 1:37:40 PM manatt manatt pheips phillips Manatt, Phelps & Phillips, LLP Direct Dial: mail:________@ manatt.com E-mail: 8 November, 2017 Dear Mr, Governor: While we are providing a French translation of this letter for your convenience and reference, the English language version of the letter governs. This letter describes the terms of our relationship. Manatt, Phelps & Phillips, LLP (“we” or “us”) will represent and advise the Banque Centrale de Mauritanie /“BCM”-) or (“you”) in for purposes of maintaining, restoring or the preservation of the corresponding banking relationships with American commercial banks, the terms of reference of such a representation and the services to be rendered are described in the present letter in Annex A hereinafter. For purposes of this engagement, we will be representing you only and all duties and responsibilities created and imposed by this agreement shall be owed solely to you and we will not be deemed to represent the interests of any of your affiliates, subsidiaries, parent companies, joint ventures, officers, directors, partners, principals, investors or employees (collectively, “Your Affiliates”), unless otherwise agreed to in writing. Accordingly, we will be free to represent other firm clients adverse to or involving Your Affiliates or their interests. Our representation does not extend to the individual members of BCM. Accordingly, we will be free to represent other firm clients adverse to or involving individual members of BCM or their interests, Unless otherwise agreed in writing, the terms of this letter also will apply to any additional matters we agree to handle on your behalf or at your direction. If this agreement is acceptable to you, please sign and return the original to me together with the retainer described below. The enclosed copy is for your files. In addition, please send a copy of the signed agreement to me by email as a .pdf attachment, or by facsimile at (310) 312-4224. When you sign this letter, it becomes a contract between you and us. Rates. You agree to pay our fees for services, which are primarily determined by multiplying the number of hours we spend working on your matters by the hourly rates then in effect for the professional providing such services. Currently, these hourly rates vary from $ 450 for the most junior legal assistant to $ 850 for the most senior professional likely to perform services for you. We review our hourly rates annually and any changes normally become effective on January 1.1 will be primarily responsible for representing you. My current hourly rate is $ 850. However for this assignment and due to particular circumstances of this dossier, we agree to bill you on the basis of a lump sum fee of one hundred thousand US dollars ( USD 100, 000) including all fees and expenses. It being understood that half of the honorarium 11355 West Olympic Boulevard, Los Angeles, California 90064-1614 Telephone: 310.312.4000 Fax: 310.312.4224 Albany Los Angeles New York Orange County Palo Alto Sacramento San Francisco Washington, D.C. Received by NSD/FARA Registration Unit 01/12/2018 1:37:40 PM Received by NSD/FARA Registration Unit 01/12/2018 1:37:40 PM manatt manatt phelps phUllps 8 November, 2017 Page 2 and fees shall be paid within the 3 working days of the signature of this agreement. The balance to be paid within 30 days following the end of this mission. Billing Practices. Please note that we do not accept foreign checks. No Guarantee of Results. Either at the beginning or during the course of our representation, we may express our opinions or beliefs concerning the matter or various courses of action and the results that might be anticipated. Any such statement made by any attorney or employee of our firm is intended to be an expression of opinion only, based on information available to us at the time, and must not be construed by you as a promise or guarantee of any particular result. Late Charges. Each month we send to clients who have amounts outstanding an Unpaid Statement notice listing all such amounts. A client will be assessed a late charge equal to one percent (1%) of the amount included on each notice that has been outstanding more than sixty (60) days. The amount of this late charge will be set forth on the notice. This late charge will be imposed each month on amounts that continue to be outstanding for more than sixty (60) days, including unpaid late charges. Unless a payment applies to a particular invoice, payments are applied to statements that have been outstanding the longest period of time. The costs associated with late payments go beyond a mere cost of funds calculation and make it impracticable or extremely difficult to quantify the actual costs incurred in connection with late payments, and you and we agree that this late charge is presumed to be the cost of a payment that is not made on time. We also note that this late charge provision is not intended to provide our clients with a means of financing their bills, and instead we continue to expect and require prompt payment of our billing statements. Termination of Engagement. Either of us can terminate this relationship at any time, but if we find it necessary to terminate the relationship, we will, of course, comply with our ethical obligations to protect your interests in the process of withdrawing. Upon termination of this engagement, you will remain responsible for the payment of all fees and expenses incurred on account of the representation. You also agree that we may apply to the court or other tribunal to withdraw as your counsel in such matter(s) and you hereby consent to such withdrawal and to cooperate fully and promptly in freeing us of any obligation to perform further work, including die execution and delivery of a substitution of attorney form. In addition, you agree to immediately advise the appropriate court or tribunal of replacement counsel. Client Files. At the conclusion of our engagement, upon your request, we will turn over documents in the file(s) for this matter to your custody. If you do not request the file, we will retain it for a period of at least seven (7) years after the matter has concluded. If you do not request delivery of the file before the end of the seven-year period, we will have no further r Received by NSD/FARA Registration Unit 01/12/2018 1:37:40 PM Received by NSD/FARA Registration Unit 01/12/2018 1:37:40 PM manatt manatt phelps phillips 8 November, 2017 Page 3 obligation to retain the file and may, at our sole discretion, destroy the file without further notice to you. Tax Reporting and Disclosure. Please be advised that certain federal and state tax laws and regulations may require us to provide information to tax authorities about advice rendered by us. If you have any questions about these requirements, an appropriate member of our tax practice will be pleased to discuss them with you. Policy Regarding Sarbanes-Oxley Section 307. Please be advised that our firm has a policy regarding compliance with Section 307 of the Sarbanes-Oxley Act of 2002, SEC Release No. 33-8185, 17 CFR, Chapter II, Part 205. A copy of this policy is available for your review upon request. Conflicts of Interest. You understand and acknowledge that while Manatt is representing you, that we may be asked to represent other clients in connection with non­ litigation matters adverse to or involving your interests. We represent a large number and variety of clients across a wide array of industries and businesses, including, without limitation, foreign investors including Americans or Mauritanians in the areas of infrastructure, mining, energy, communications, health, financial and banking services, transportation and entertainment. Given the scope of our practice, it is possible that we may be asked to represent, one or more of these other clients in matters adverse to you or your interests. By executing this letter, you acknowledge that we may represent other clients who directly, or through an affiliate, are adverse to you in transactions, negotiations, regulatory, legislative and public policy matters. You hereby, acknowledge and agree that you have no objection to our representing such other clients adverse to you or your interests in connection with any matter not directly related to those matters for which we are representing or have represented you, and you waive any conflict of interest that may exist by virtue of any such adverse representation. This consent and waiver does not permit us to use anv confidential information obtained during the course of our representation of you in ariv matter, nordoes it extend to our engaging in litigation, arbitration or other formal dispute resolution proceedings adverse to vou without vour consent. Arbitration. We appreciate the opportunity to serve as your attorneys and look forward to a harmonious relationship unmarred by disputes between us. In the event you become dissatisfied for any reason with the fees charged or the services we have performed, we encourage you to bring that to our attention immediately; we will do the same if we perceive a problem with the representation. It is our belief that most such problems can be resolved by good faith discussion between the parties. Nevertheless, it is always possible that some dispute may arise which cannot be resolved by discussion between us. We believe that such disputes can be resolved more expeditiously and with less expense to all concerned by binding arbitration Received by NSD/FARA Registration Unit 01/12/2018 1:37:40 PM Received by NSD/FARA Registration Unit 01/12/2018 1:37:40 PM manatt manatt phelps phillips 8 November, 2017 Page 4 rather than by court action. Accordingly, both you and we agree to be bound by the Arbitration Provision attached hereto as Schedule A and incorporated herein by this reference. Arbitration of Fee Dispute. By signing this letter, you agree that, in the event of any fee and expense dispute arising out of or relating to this agreement, our relationship, or the services performed, such dispute shall be resolved by submission to binding arbitration pursuant to the Attorney Client Arbitration Board (“ACAB”) established by the District of Columbia Bar. The prevailing party in such arbitration shall be entitled to recover from the losing party an amount equal to the reasonable value of the attorney services (including the time of our own attorneys representing us in such dispute) and costs, and the arbitrators shall be authorized to enter such an award in favor of the prevailing party. The value of attorneys’ reasonable services shall be calculated on the basis of the attorneys’ prevailing hourly rates at the time of the arbitration, We encourage you to contact the ACAB for a copy of the ACAB rules at (202) 737-4700, extension 238 and for counseling and other information pertaining to the process prior to executing this agreement. Retainer, While we are not requiring a retainer at the outset of this engagement, we reserve the right to require a retainer in the future if we determine that circumstances so warrant. However, if there are outstanding fees due us for any other matters we may handle on your behalf, by signing below you acknowledge and agree that we may apply such retainer against any fees. Without limiting the foregoing, we may require retainers in advance to defray charges of third parties engaged by us on your behalf (such as experts, consultants, engineers, litigation support services and foreign counsel), which retainers will be applied to pay such third party charges on a current basis. Except as otherwise agreed by you, any retainers so delivered by you in respect of such third party charges will be applied exclusively to that purpose and not to the payment of our legal fees. As security for the payment of the sums charged to you in connection with our representation, and without prejudice to any other rights, recourse or remedies we may have, you hereby grant us a security interest in and lien upon any retainer funds that we may receive from you. In addition, as to any matters covered by this letter which involve litigation or threatened litigation, or any administrative or alternative dispute resolution proceeding, you hereby grant us a security interest in and a lien upon any sum or sums that may be recovered or received by you or on your behalf (or to which you are, or become, entitled to recover or receive) in connection with such litigation, threatened litigation or other proceeding, from any source or for any reason, including without limitation pursuant to any judgment, arbitration decision, settlement or insurance policy. You expressly authorize us to take appropriate action to perfect these security interests or liens, if necessary, and to resort to such security interests or liens to obtain partial or total satisfaction of any obligation or debt that you may have to us arising from this engagement. You may seek the advice of ah independent lawyer of your choice about this lien provision and its consequences. By signing this agreement you acknowledge that you have been advised of the terms of this lien agreement and of your right to consult independent counsel and that you have been given a reasonable opportunity to seek such advice. Received by NSD/FARA Registration Unit 01/12/2018 1:37:40 PM Received by NSD/FARA Registration Unit 01/12/2018 1:37:40 PM manatt manatt phelps [ phillips 8 November, 2017 Page 5 Wire Transfer. You may remit the retainer, if one is required for this engagement, and any monthly payments to us via wire transfer as follows: Comerica Bank - California 1021 Glendon Avenue Los Angeles, CA 90024 Routing number: For credit to the account of Manatt, Phelps & Phillips, LLP Account number!#BI^Sl^^^ Effective Date. This agreement will not take effect, and we will have no obligation to provide services to you, until you return a signed copy of this agreement but the effective date of this agreement will be retroactive to the date we first provided legal services to you. Even if this agreement is not executed and returned by you, you will be obligated to pay the reasonable value of any services we may have performed for you at your direction. No modification to this agreement will be effective unless it is in writing and signed by both of you and us. Facsimile signatures are as effective as original signatures. Please confirm your agreement to the terms of this engagement letter by signing and returning this letter at your earliest opportunity. For your convenience, we have enclosed a selfaddressed, stamped envelope, or you can return it to me by email as a .pdf attachment, or by fax at 310.312.4224. Received by NSD/FARA Registration Unit 01/12/2018 1:37:40 PM Received by NSD/FARA Registration Unit 01/12/2018 1:37:40 PM manatt manatt phelps phillips 8 November, 2017 Page 6 We appreciate this opportunity to be of service to you. Very truly yours, Attorney’s Name Manatt, Phelps & Phillips, LLP Abdel Aziz ould Dahi: We hereby agree to regain Manatt, Phelps & Phillips, LLP, on the terms described above. By: Abdel Aziz Ould Dahi Its: Dated: i Received by NSD/FARA Registration Unit 01/12/2018 1:37:40 PM Received by NSD/FARA Registration Unit 01/12/2018 1 >37:40 PM manatt manatt phelps philllps 8 November, 2017 Page 7 Schedule A ARBITRATION PROVISION Arbitration is a process by which both parties to a dispute agree to submit the matter to a judge or arbitrator who has expertise in the area and to abide by the arbitrator’s decision. In arbitration, there is no right to a trial by jury and the arbitrator’s legal and factual determinations are generally not subject to appellate review. Rules of evidence and procedure are often less formal and rigid than in a court trial. Arbitration usually results in a decision much more quickly than proceedings in court. Please note that you are free to discuss the advisability of arbitration with other counsel or advisors. By signing this letter, you agree that, in the event of any dispute arising out of or relating to this agreement, our relationship, or the services performed (including, but not limited to, disputes alleging negligence, breach of fiduciary duty, fraud, or any claim based upon a statute), such disputes shall be resolved by submission to binding arbitration in (Los Angeles, Santa Clara, Orange, San Francisco, Sacramento] County, California, before a retired judge, justice or other neutral person affiliated with JAMS dr ADR Services, as the case may be (JAMS or ADR Services being referred to as the “Arbitration Service”); provided however, that, in the event of any inconsistency between the rules and procedures of the Arbitration Service and the terms of this agreement, the terms of this agreement shall prevail. If we are unable to agree on an arbitrator, each party will name one-arbitrator and the two persons so named will select a neutral arbitrator who will act as the sole arbitrator. If either side fails or refuses to name ah arbitrator as set forth above, the arbitrator identified by the other party shall conduct the arbitration. The parties shall be entitled to take discovery in accordance with the provisions of the California Code of Civil Procedure, but either party may request that the arbitrator limit the amount or scope of discovery and, in determining whether to do so, the arbitrator shall balance the need for the discovery against the parties’ mutual desire to resolve disputes expeditiously and inexpensively. The arbitrator shall apply and follow California law. The arbitrator shall have no power to commit errors of law or legal reasoning, and the arbitration award must be vacated or corrected by a court of competent jurisdiction for any such error. The prevailing party shall be entitled to recover all reasonable attorneys’ fees, expert fees, expenses, and costs (whether or not such fees, expenses, and costs are recoverable pursuant to the California Code of Civil Procedure). You agree that, if we represent ourselves in such arbitration and we are the prevailing party, we shall be entitled to recover the reasonable value of the services of fees of our attorneys representing us in such arbitration (based on their normal billing rates). Absent this agreement, we may be precluded from recovering attorneys’ fees unless we retain other counsel to represent us in such arbitration. Received by NSD/FARA Registration Unit 01/12/2018 1:37:40 PM Received by NSD/FARA Registration Unit 01/12/2018 1:37:40 PM manatt manatt phelps philllps 8 November, 2017 Page 8 Notwithstanding the foregoing, in the event a dispute arises between us relating to the amount or payment of our fees, you have the right to request nonbinding arbitration of such fee dispute under the procedures provided in Sections 6200-6206 of the California Business & Professions Code, as opposed to the procedures described in this letter. This firm is required to give you notice of this right at the commencement of any action to recover fees, which will also include the process for electing the alternative arbitration procedures.. If you decline to accept that nonbinding arbitration within 30 days, either you or we are then entitled to binding arbitration as set forth above.. If you accept nonbinding arbitration and, after that arbitration, either side refuses to accept the award as a binding award, then either side is entitled.to initiate binding arbitration as set forth above. Any other claims or disputes between us, including claims for professional negligence, shall remain subject to the binding arbitration procedures as provided in this letter. Annex B: The Terms of Reference of Manatt’s mission before the BCM The purposes of this first three days visit is to: 1. Gather all information and documentation relating to the laws and regulations regarding anti-money laundering and the fight against financing of terrorism (“AML/CFT”). 2. Obtain detailed information on current stock of foreign currencies at the Central Bank of Mauritania (US dollars, Euros, GBP, and CHF). 3. Obtain copies of inspection reports carried out by the banking supervision authority or the inspector general on banks operating in Mauritania. With a particular emphasis on measures taken by Commercial banks and bureaux de change, if any, to conform to AML/CFT laws and regulations and more specifically on the identity, origin of deposits, depositors in foreign currencies, the usual destination of recurrent transfers in certain countries Or for the benefits of certain individuals or corresponding banks/intermediaries used by these transfers. 4. Verify if the official bureaux de change have their registers kept update with information on the identity of deposits and depositors in foreign currencies. 5. Examine measures regarding the security of the payment system put in place and the respect of the rules of confidentiality by the commercial banks. Verify if there are policies which Received by NSD/FARA Registration Unit 01/12/2018 l:37:40 PM Received by NSD/FARA Registration Unit 01/12/2018 1:37:40 PM manatt manatt j phelps phillips 8 November, 2017 Page 9 would allow commercial banks to execute wire transfers or receive payments directly without going through the BCM. 6. Examine if the BCM has conducted an evaluation on its own operations of the risks associated with AML/CFT, protection against cybersecurity or theft of data. 7. Inquire on actions undertaken by BCM or the public prosecutor to prosecute and fine the principles and accomplices of illegal activities which were deemed non-compliant with AML/CFT national laws. 8. Provide to Manatt copies of all. communication orally or in writing which were exchanged with corresponding banks and relatively to questions that might have been raised with respect to certain payments between you and your corresponding banks. It may be correspondences seeking for example a certificate of conformity in compliance with the USA Patriot Act; request for submission of policies and procedures regarding AML/CFT. Also to provide copies of the responses given by the BCM to request from corresponding banks. 9. Obtain copies Of verbal communication or telephonic calls which.took place and the reports or notes taken thereto or exchanged with corresponding banks or institutions such as but not only the World Bank and the International Monetary Fund. What actions have been taken in responses to issues raised and questions asked by the foregoing corresponding banks and or institutions. 10. Prepare a list Of recommendations based on the findings on site and agreed upon with the BCM on the different steps to be followed to strictly comply with the AML/CF regulations. This step is a condition for Manatt to prepare a report to be submitted to the corresponding banks and the American federal authorities with a view to restore, and or preserve corresponding banking relationship with American financial institutions. The mission team will be composed of as follows: Kalidou Gadio, Esq ( head of mission) and he shall be accompanied by Joe Passaic,Esq (Manatt), Douglas Boggs Esq, ( Manatt), Bradely Wears , consultant ( Promontory). The resumes of the members of the team are attached to this Annex B. Received by NSD/FARA Registration Unit 01/12/2018 1:37:40 PM