Received by NSD/FARA Registration Unit 02/06/2018 6:09:16 PM Plllsbury Wlnthrop Shaw Pittman LLP 1200 Seventeenth Street NW Washington, DC 20036-3000 j tel 202.663.8000 fax 202.663,8007 Kimberly V. Mann tel: 202,663.8281 ldmberly.mann@pillsburylaw.com September 13,20L7 Ministry of Financial Services and Home Affairs Government Administration Building, Box 126 133 Elgin Avenue Grand Cayman KYI-9000 Cayman Islands Attention: Dax Basdeo, Ph.D., JP, Chief Officer Dear Dr, Basdeo: We are pleased that The Ministry of Financial Services Mid Home Affairs (the “Ministry”) has selected Pillsbury Winthrop Shaw Pittman LLP (“we” or the “Firm”) as legal counsel to.represerit the Ministry with respect to the matters below described. This letter sets forth the terms and conditions of our engagement. 1. Nature of Engagement and Fees. The Ministry has asked us to (i) provide legislative arid public policy advice to, and consult, coordinate and strategize with, the Ministry on matters of relevance to the Ministry in connection with phase three of the Ministry’s education and advocacy program in the United States and (ii) represent the Ministry in connection with legislative; administrative, regulatory and stakeholder briefings for phase three of such education and advocacy program. For the avoidance of doubt; we will provide no legal advice with respect to matters relating to the laws of the Cayman Islands or any other jurisdiction outside the United States. Our billing policies and procedures, rates, charges for disbursements, and other standard terms of engagement are provided in file Addendum to this letter. 2, Identity of the Client. Unless agreed otherwise in writing, the Ministry will be our . sole client in this engagement. The Ministry has agreed with us that the Firm should not regard The Government of the Cayman Islands or any department or agency thereof or any other affiliated entity, other than the Ministry, as a client of the Firm for any purpose, unless an attorney-client relationship with that entity has been established by an express agreement with the Firm. Similarly, the Firm should not regard a representation that is adverse to any such entity as being adverse to the Ministry unless such an agreement with such entity has been entered. www, plllaburvlaw.com 4844-9840-5166.V 1 Received by NSD/FARA Registration Unit 02/06/2018 6:09:16 PM Received by NSD/FARA Registration Unit 02/06/2018 6:09:16 PM Ministry of Financial Services and Home Affairs September 13, 2017 Page 2 3. Pillsburv Marketing, The Ministry agrees that we may list it as a client in our marketing materials and note the general nature of the matters where we have represented it. We will of course preserve any confidential information obtained during the course of our engagement. 4. Advance Conflicts Waiver. The Firm, is an international law firm that represents many different clients with diverse interests. Many of our clients conduct business or compete with one another. Our website, www.pillsburylaw.com, describes the types of clients we represent, the locations where we practice, and the matters we typically handle. In the future, we may be asked to represent a party in a transaction or a dispute that is adverse or potentially adverse to the Ministry, where that transaction or dispute is unrelated to the matter involved in this engagement. Under the rules of professional conduct for lawyers in many of the jurisdictions where we practice, we may be precluded from representing a current or new client in a matter adverse or potentially adverse to the Ministry, even though that matter is unrelated to this engagement for the Ministry, unless we have specific agreement from the Minisfry in advance that we may do so. The Ministry’s signature of this letter confirms that the Ministry understands and agrees that we may take on such unrelated matters and that the Ministry waives any conflicts that such a future representation might present to the extent such consent and waiver may be required under applicable laws. We will preserve at all times the Ministry’s confidences under applicable rules of professional conduct and this advance waiver does not affect that obligation. By signing this letter, the Ministry also acknowledges, that it has had the opportunity to consult with other counsel about the consequences of granting this advance waiver and that we recommended that it do so. 5. Termination or Withdrawal. Unless otherwise agreed in writing, this engagement will terminate if no services are provided by us for a six-month period, except where we are awaiting an action or decision by a court, tribunal or agency, of specific actions are necessary to complete the engagement that extend beyond the six-month period. The Ministry may terminate this representation at any time, with or without cause, by providing written notice to us. In the event of .such termination, the Ministry agrees to pay for our time and expenses incurred on its behalf in copying and transferring files to other legal counsel. wwvy.pllisburvdaw.com 4844-984Q.JlM.vl Received by NSD/FARA Registration Unit 02/06/2018 6:09:16 PM Received by NSD/FARA Registration Unit 02/06/2018 6:09:16 PM Ministry of Financial Services and Home Affairs September 13,2017 Page 3 We have the right to withdraw from representation of the Ministry subject to applicable rules of professional conduct. Before withdrawing we will discuss with the Ministry any steps necessary to protect the Ministry’s interests in any ongoing matter including transfer to other legal counsel The termination, dr withdrawal of this engagement will not affect the Ministry’s responsibility to pay for services rendered and charges incurred on its behalf. 6. Arbitration of Disputes. If the Ministry disagrees with the amount of our fees or other charges, of if it has any concerns about our work for it, please bring that to our attention as soon as possible. In the event any dispute between us arising from or relating to our work cannot be resolved informally, we both agree to forego the right to trial by jury and to resolve any disputes between us, or any disputes the Ministry has with any of our lawyers or staff, including but not limited to disputes over fees and charges, exclusively through private and confidential binding arbitration before the American Arbitration Association. The arbitration will be governed by the rules for complex commercial disputes, conducted before one neutral arbitrator for any dispute where the claim is less than $300,000 dr before three neutral arbitrators for any larger dispute, and the arbitrator or arbitrators will be authorized to award any damages or relief that a court of law having jurisdiction over the dispute could award. The Ministry acknowledges by signing this letter that it has had die opportunity to consult with other counsel about the consequences of agreeing to binding arbitration and that we recommended that the Ministry do so. To the extent that New York rules would apply to a dispute between us that cannot be readily resolved, the Ministry may have the right to request non-binding arbitration in New York City under Part 137 of the Rules of the Chief Administrator of the Office of Court Administration of the New York State Unified Court System or under applicable bar association procedures. By signing this engagement letter, the Ministry expressly waives that right and agrees to binding private arbitration as provided above. 7. Internal Communications. There may be instances where our lawyers and staff find it useful to communicate about their professional obligations with inside or outside counsel for our Firm. For example, we may need to determine if a new representation of another client would present a conflict of interest because of our work for the Ministry, and if so, the form of waiver required. Another example is where a dispute occurs between the Ministry and our Firm. The Ministry agrees that if our lawyers or staff have communications with our inside or outside legal counsel about our work for the Ministry, we have the Ministry’s consent to do so, and such communications will be deemed confidential and protected by our Firm’s attorneyclient privilege. Our representation of the Ministry shall not waive such privilege and tiww.plllsburylaw.com 4844 -9840-5166. V1 Received by NSD/FARA Registration Unit 02/06/2018 6:09:16 PM Received by NSD/FARA Registration Unit 02/06/2018 6:09:16 PM Ministry of Financial Services and Home Affairs September 13,2017 Page 4 the Ministry agrees that wc will not be obligated to disclose such privileged communications. 8. Additional Engagements. If the Ministry requests and we agree that our Firm undertake additional engagements for the Ministry, or represent any of its affiliates, we will do so on die terms and conditions set forth in this letter unless otherwise mutually agreed in writing. ?. Review and Execution. Please review this letter carefully and let us know if the Ministry has any questions. If these terms arc acceptable, please sign and return the enclosed copy, keeping a copy for the Ministry’s files. We are pleased to have this opportunity to be of service and we look forward to working with the Ministry on the engagement Very truly yours, .r By NamesUaxBasdeo Title: Chief Officer Date www.plll3buryt8w.8Cmi 4844484Q.5ttt.vl Received by NSD/FARA Registration Unit 02/06/2018 6:09:16 PM