Strictly Con?dlltial Attorney-Client Privilege Via Email February 23, 201? Dear Andrei, You have asked me, through my firm Fieldcrest Adtisors, LLC (?Fieldcrest") and Fieldcrest has agreed, to consider acting as your strategic consultant with respect to how to navigate the complicated and time-consuming process involved in getting the applicable U.S. sanctions currently in place with respect to your client, Hem removed (?Strategic Goal?). In order to achieve the Strategic Goal we anticipate the need to accomplish many things including, but not limited to, the events set forth on Exhibit attached hereto (?the Roadmap"). We would advise you on the way to accomplish each of the events listed on the Roadmap and any others we determine are necessary during the course of trying to achieve the Strategic Goal. The purpose of this letter is to explain the terms and conditions of our senices with respect to helping you achieve the Strategic Goal. As we discussed, Ilmow and have already spoken to many influential experts, lobbyists and attorneys who are expert in this area who will be key to accomplishing the Strategic Goal and who are ready, willing and able to work immediately on your behalf and on behalf of Among the key team members I have spoken to are former high~ranlring of?cials of the Departments of Justice, Defense, State, Treasury, and Commerce, and former House and Senate members and their former staff members on relevant committees. In particular, we still have the foremost legal experts on sanctions issues and former Treasury of?cials who are expert inthis area working on behalf of Services Provided: We would advise on the creation of the appropriate team and mgotiate on your behalfreasonable fees for the hiring of each of the team members. You would be responsible to pay each team member directly. We would provide advice and manage coordination of the team so that itcan achieve the Strategic Goal. You understand that Fieldcrest is not a Lobbyist" or registered ?Toreign Agent" and at no time would Eieldcrest be acting in such capacities. Please see my bio attached as Exhibit to this Agreement and Exhibit for the names and short bios of potential members of the team. As part of our services, Fieldcrest would produce a progress report for you. Con?dmtiality: You and we would agree that each of us and your client and your client?s representatives would abide by the terms and conditions set forth in Exhibit entitled ?Mutual Confidentiality Non-Compete, Non-Circumvention, Non-Dispuagement and Warranties Rider"- Those who agree to Exhibit will be invited to attend all meetings set forth on Exhibit We will give you and you will give your clients as much notice as possible on the date, time and location of each meeting set forth in Exhibit or such other meetings as may be set up in furtherance of the Strategic Goal. Strategic Consulting Else": 5 1 Other Consulting Sen'ices Fielderest Would Like to Preside: Once the Strategic Goal has been achieved, based on our decades of experience in the capital markets, we would like to be retained to advise on the various ?nancing opportunities available that best advance their goals. Because of our close relationships with many financial institutions, we believe we can add signi?cant value. We propose an advi sory fee equal to 5% on fmancings completed with United States, Great Britain and EU financial instinuions for a period of 13 months after termination of the sanctions. Tinting: We project that it will take approximately two years to achieve the Strategic Goal cenunencing Match 1, 201? and continuing through February 23, 2019. Fees: Fieldorest would charge a non-refundable mobilization fee of $500,000, payable upon signature of this document or a Term Sheet to be drafted and the following fees: $300,000 per month for Fieldcrest Advisers for the ?rst 12 months; (it) $400,000 per month for Fieldcrest Adtisers for months 13-13; $500,000 per month for Fieldcrest Advisers for months 19-24; Reasonable, eut-of?poeket expenses including travel. In addition to these, we estimate that it will cost an additional $300,000 per month for 24 months for any the attorneys, lobbyists, experts and other consultants that Pieldcrest Advisers will recommend be engaged on the project. This sum does not include the amount that your ?rm will charge mm directly. We bill for our services on a basis. You would agree to make payments within 15 days of your receipt of our progress report, statement and invoice. We reserve the right to suspend performing services and to withdraw from providing further services upon a failure to timely pay an invoice. Termination: At any time after June 30, 201?, you would be able to terminate our agreement by providing 30 days notice. Governing Law and Entire Document: The agreement would be governed by and construed in accordance with the substantive laws of the State of Delaware. Furthermore, any agreement between us would be understood as having been drafted by both parties and constitute the ?nal, complete, and exclusive statement of the terms of the agreement between the parties superseding all prior and contemporaneous agreements, representations, and tmderstandings of the parties. Counterparts: Any agreement between us may be executed inone ormere counterpart copies- Each counterpart copy would oenstinrte an agreement and all of the eeunterpart copies shall constitute one fully executed agreement. The agreement may be executed on electronic mail and facsimile counterparts. The signature of any party to any counterpart shall be deemed a signature to, and maybe appended to, any other counterpart Strategrc Consulting Agreement Eaev? I would like to meet with you and your client on Thursday, March and onoe that is eon?rmed I will arrange other meetings for that day with other potential team members. Thank you in advance for the opportunity to advise you. We would be honored to assist you. If you have any questions or require additional information please do not hesitate to contact me directly. Vent mil}: yours. FIELDCEEST ADVISORS, LLC By . Eltiott Broidy. Chairman and CEO ACCEPTED and AGREED TO this day of 2017 1 By Prim Name and Title Current Situation: 2014 - Sanctions imposed by President Baraclt Obama in response to Russia minding Crimea and assisting Ukrainian separatists in their efforts to take over Donetsk in the Eastern part of Ukraine (?Presidential Sanctions"). entities added to the ma Sanctions Identi?cation List pursuant to Executive Order 13662 on March 24, 2014. See OFAC Sanctions List Search form entities last updated by OFAC on. 122016 attached hereto. 2017 - Russian Sanctions Review Act of 201? -2 Bills introduced inCongress to limit President Donald TrumP?s authorityr to lift Presidential Sanctions without ?rst notifying Congress. Senate Version Sponsored on a bi-partisan basis by Senators Richard Burr, Lindseyr Graham, John McCain, Ben Cardin, Claire W1, Sherrod Brown, and Marco Rnbio. House Version - HR 1059 Sponsored on a bi-partisan basis by Republican Congressmen Adam Tom Rooney, Michael Turner, and Charlie Dent as well Democrats including House Minority Whip, 3m Hotter- 201? - Issues for Congress: Progress on Minsk Agreements II required before Congressional Sanctions would be lifted and they need information as to whether Russia did indeed hack DNC and attempt to in?uence US Presidential election. Congress would require agreement with Russia that Russia will not do so again. ROADBIAP: A. Articles written by think tank experts and others indicating that removal of the sanctions on the type of corporations like is fair, reasonable and in the national security interest of the United States Meeting with the House Foreign Affairs Subcommittee Staff on Europe, Eurasia and Emerging Threats Meeting with the Senate Foreign Relations Subcommittee Staff on Europe and Regional Securityr Cooperation Meeong with the Chairman of the House Foreign Affairs Subcommittee on Europe, Eurasia and Emerging Threats Congressman Dana Meeting with the Chairman of the Senate Foreign Relations Subcommittee on Europe and Regional Securityr Cooperation Senator Ron Johnson Meeting with members of the House Foreign Affairs Committee (including Adana WEE: Torn Rooney and Michael Turner) Meeting with the Chairman of the House Foreign Affairs Committee - Ed Royce Meetings with members of the members of the Senate Foreign Relations Committee (including lindsay Graham) and members of the Senate Armed Services Committee (including Chair, John McCain}. 1. Meeting with the Chairman of Senate Foreign Relations Committee Senator Bob Cutter 1 . Hearings in the House Foreign Affairs Subcommittee on Europe, Eurasia and Emerging Threats - Chaired by Cong. Dana Strategic Consulting Proposal Eases? .1 .m .o on .o one an en en 52H en en Hearings in the House Foreign Affairs Committee Chaired by Cong. Ed Royce Hearings in the Senate Foreign Relations Subcommittee on Europe and Regional Security Cooperation - Chaired by Sen. Ron Johnson Hearings in the Senate Foreign Relations Committee - Chaired by Sen. Bob Corker Department of the Treasury - Meetings with the Under Secretary and-"or Assistant Secretary in the O?ice of International Affairs andu'or the Office of Terrorism and Financial Intelligence: followed by a meeting with the Deputy Secretary of the Treastny Mee?ng with the Secretary of 'I?reasrny Stet-?en Department of Commerce - Meetings with the Under Secretary for International Trade and-'or Under Secretary for Industry and Security, followed by a meeting with the Deputy Secretary of Commerce Todd Ridretts Meeting with the Secretary of Commerce current nominee is Wilbur Ross Department of State - Meetings with the Under Secretary for Political Affairs and'or Assistant Secretary of Europe and Eurasian Affairs followed by meetings with the Chief of Staff and-"or Counselor to the Secretary of State- Meeting with Secretary of State Rex Tillerson Department of Justice Meeting with Assistant Attorney General, National Secrnity Disision, followed by meetings with either Deputy Attorney General or Associate Attomey General or both Meeting with Attorney General Jeff Sessions White House National Security Advisor Lt. General mm and or other members of the National Security Council Meeting with Presidentis Chief of Staff?W ?ights; Removal of all US Sanctions with regard to