Received by NSD/FARA Registration Unit 05/19/2017 4:44:00 PM J ' - - © OMB No. 1124-0006; Expires April 30,2017 Exhibit A to Registration Statement Pursuant to the Foreign Agents Registration Act of 1938, as amended U.S. Department of Justice Washington, DC 20530 INSTRUCTIONS. Furnish this exhibit for EACH foreign principal listed in an initial statement and for EACH additional foreign principal acquired subsequently. The filing of this document requires the payment of a filing fee as set forth in Rule (d)( 1), 28 C.F.R. § 5.5(dX 1). Compliance is accomplished by filing an electronic Exhibit A form at http://www„ fara.gov. Privacy Act Statement The filing of this document isrequiredby the Foreign Agents Registration Act of 1938, as amended, 22 U.S.C. § 611 et seq., for the purposes of registration under the Act and public disclosure. Provision of the information requested is mandatory, and failure to provide this 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 filed with the Attorney General under this Act is a public record open to public examination, inspection and copying during the posted business hours of the Registration Unit in Washington, DC. Statements are also available online at the Registration Unit's webpage: hUpV/kvoy.fara.gov. One copy of every such document, other than informational materials, is automatically provided to the Secretary of State pursuant to Section 6(b) of the Act, and copies of any and all documents are routinely made available to other agencies, departments and Congress pursuant to Section 6(c) of the Act'. The Attorney General also transmits a serm'-artnual report to Congress on the administration of the Act which lists the names 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: http://www. fara.gov. Public Reporting Burden. 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 data needed, and completing andreviewingthe 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, Counterespionage Section, National Security Division, U.S. Department of Justice, Washington, DC 20530; and to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503. 2. Registration No. I . Name and Address of Registrant The.45 Group 2084 National Road Wheeling,VVV 26003 a 3. Name of Foreign'Principal The Republic of Malaysia via the Godfrey Group, Ltd. 4. Principal Address of Foreign Principal Godfrey Group, Ltd. Office of the Prime Minister 43 Jalan Molek 2/3 Main Block, Perdana Putra Bid. Taman, Molek Fed. Govt. Admin. Centre 8100 Johor Bahru, Malaysia 62502, Putrajaya, Malaysia 5. Indicate whether your foreign principal is one of the following: 1 K3 Government of a foreign country • Foreign political party • Foreign or domestic organization: If either, check one of the following: O Partnership • Committee n • Voluntary group • Other (specify) _ Corporation • Association Individual-State nationality • .... ._ . _ . 6. If the foreign principal is a foreign government, state: a) Branch or agency represented by the registrant Oifice of the Prime Minister b) Name and title of official with whom registrant deals Prime Minister Dato' Sri Mohd Najib bin Tun Abdul Razak 7. If the foreign principal is a foreign political party, state; a) Principal address b) Name and title of official with whom registrant deals c) Principal aim 1 "Government of a foreign country," as defined in Section 1(e) of the Act, includes any person or group of persons exercising sovereign de facto or de jure political jurisdiction over any country, other than the United States, or over any part of such country,'and includes any subdivision of any such group and any group or agency to which such sovereign de facto or de jure authority or functions are directly or indirectly delegated. Such term shall include any faction or body of insurgents within a country assuming to exercise governmental authority whether such faction or body of insurgents has or has hot been recognized by the United States. FORM NSD-3 Revised 03/14 Received by NSD/FARA Registration Unit 05/19/2017 4:44:00 PM Received by NSD/FARA Registration Unit 05/19/2017 4:44:00 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. b) Is this foreign principal: Supervised by a foreign government, foreign political party, or other foreign principal Yes • 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 • No • Controlled by a foreign government, foreign political party, or other foreign principal Yes • No • Financed by a foreign government, foreign political party, or other foreign principal Yes • No • Subsidized in part by a foreign government, foreign political party, or other foreign principal Yes • No • 9. Explain fully all items answered "Yes" in Item 8(b). (If additional space is needed, a full insert page must be used.) 10. If the foreign principal is an organization and is not owned or controlled by a foreign government, foreign political party or other " foreign principal, state who owns and controls it. EXECUTION In accordance with 28 U.S.C. § 1746, the undersigned swears or affirms under penalty of perjury that he/she has read the information set forth in this Exhibit A to theregistrationstatement and that he/she is familiar with the contents thereof and that such contents are in their entirety true and accurate to the best of his/her knowledge and belief. Date of Exhibit A Name and Title Signature May 19,2017 /s/ Healy E. Baumgardner-Nardone Healy E. Baumgardner-Nardone, CEO Received by NSD/FARA Registration Unit 05/19/2017 4:44:00 PM eSigried OMB No, 1124-0004; Expires April 30, 2017 VS. 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 as an Exhibit B copies of each written agreement and the terms and conditions of each oral agreement with his foreign principal, mcluding all modifications of such agreements, or, where no contract exists, a full statement of all the circumstances by reason of which the registrant is acting as an agent ofa foreign principal. Compliance is accomplished by filing ah electronic Exhibit B form at http://www.fara.gov. Privacy Act Statement. The filing of this document is required for the Foreign Agents Registration Act of 1938, as amended, 22 U.S.C. § 611 etseq., for the purposes of registration under the Act and public disclosure. Provision of the information requested is mandatory, and failure to provide the information is subjecttothe 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 filed with the Attorney General under this Act is a public record opentopublic examination, inspection and copying during the posted business hours of the Registration Unit in Washington, DC. Statements are also available online at the Registration Unit's webpage: http"://wwwfa"ra.go"v. One copy of every such drjcumem, other than mfonnational materials, is automatically provided to the Secretary of State pursuant to Section6(b) of the Act, and copies of any and all documents are routinely made available to other agencies, departments arid Congress pursuanttoSection 6(c) of the Act. The Attorney General also transmits a semi-annual report to Congress on the administration of the Act which lists the names of all agents registered under the Act and the foreign' principals they represent. This report is availabletothe public in print and online at: http://www.fara.gov. / Public Reporting Burden. Public reporting burden for this collection of information is estimated to average .33 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send commentsregardingthis burden estimate or any other aspect of this collection of in formation, including suggestions for reducing this burdentoChief, Registration Unit, Counterespionage Section, National Security Division, U.S. Department of Justice, Washington, DC 20530; andtothe Office of Iriformation and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503. 2. Registration No. The 45 Group 3. Name of Foreign Principal The Republic of Malaysia via the Godfrey Group, Ltd. Check Appropriate Box: 4. • The agreement between the registrant and the above-named foreign principal is a formal written contract. If this 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 the above-named foreign principal has resulted from an exchange of correspondence. If this box is checked, attach a copy of all pert inent correspondence, including a copy of any initial proposal which has been adopted by reference in such correspondence. 6. ES The agreement or understanding between theregistrantand the foreign principal is the result of neither a formal written contract nor an exchange of correspondence between the parties. If this box is checked, 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. Attached is aformalwritten contract between the the Godfrey Group, Ltd. and The 45 Group. While the activities of the registrant are in support of strengthening the relationship between the U.S. and the Republic of Malaysia, the foreign principal (the Republic of Malaysia) is not supervising, controlling, or financing the effort The Godfrey Group, Ltd. is directing all activities. However, Malaysian government officials will be consulted and engaged in outreach efforts within the U.S. FORM NSD-4 Revised 03/14 8. Describe fully the activities the registrant engages in or proposes to engage in on behalf of the above foreign principal. The 45 Group will assist the foreign principal, the Republic of Malaysia via the Godfrey Group, Ltd., with government relations and public relations services. 9. Will "the activities on behalf of the above foreign principal include political activities as defined in Section l(o) of the Act and in the footnote below? Yes H 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 45 Group will assist the Republic of Malaysia via the Godfrey Group, Ltd. with arranging meetings between U.S. government officials and Malaysian officials and advocating on strengthening relations between the U.5. and the Republic of Malaysia, The 45 Group will also assist the Republic of Malaysia via the Godfrey Group, Ltd. with coordinating public relations efforts. EXECUTION In accordance with 28 U.S.C. § 1746, the undersigned swears or affirms under penalty of perjury that he/she has read the information set forth in this Exhibit B to theregistrationstatement and that he/she is familiar with the contents thereof and that such contents are in their entirety true and accurate to the best of his/her knowledge and belief. Date of Exhibit B May 19,2017 Name and Title Healy E. Baumgardner-Nardone, CEO Signature fsf Healy E. Baumgardner-Nardone eSigned Footnote: "Political activity," as defined in Section l(o) of the Act, means any activity which the person engaging in believes will, or that the person intends to, in any way influence any agency or official of the Government of the United States or any section of the public within the United States with reference to formulating, adopting, or changing the domestic or foreign policies of the United States or with reference to the political or public interests, policies, or relations ofa government ofa foreign country or a foreign political pony- AGREEMENT This agreement (the "Agreement") is entered into by and between: GODFREY GROUP LIMITED, a company organized and existing under the laws of the British Virgin Islands, haying its registered office at 42 Jalan Molek 2/3, Taman Molek, 81100 Johor Bahru,. Malaysia (hereinafter the "Principal*'); AND THE 45 GROUP LLC, a company organized and existing under the laws of the United States of America, having its registered office at 2084 National Road, Wheeling, West Virginia 26003 (hereinafter tie "Business Adviser"); The Principal and the Business Adviser, hereinafter referred to individually as a "Party" and collectively as the "Parties,*' state as follows: L OblifFarinng of Business Adviser: Business Adviser agrees to assist Principal in s^reng^iemng bilateral relations between Malaysia and the United States. Business Adviser agrees to provide such services as may be instructed by Principalfromtime to time and as mutually agreed to by the Parties. The Parties agree that some services mayrequirefiling under the Foreign Agents Registration Act (FARA). Obligations of Principal: Inconsiderate^ agrees'to cxrapensate" Business AdMser. as follows, Twenty Five Thousand ($25,000) dollars per month, payable in advance on thefirstday of each month. II. Teirwirmtinn: a. Each Party may terminate mis Agreement as ofright,if: i. the oiber Party commits a breach of any term or condition of this Agreement and, if the breach is capable of remedy, fails to remedy the same within thirty (30) calendar days after receipt ofa prior notice setting out me nature of such breach and demanding the sametobe remedied or it. the other Party cornmits a series of persistent minor breaches which, when taken together, amount to a material breach. b. The Principal mayterminatethis Agreemerrt wiui inmiediate effect, as of right, without cause and prior notice in thefollowingcircumstances: i. Any unforeseen circumstance or any act of the any Government renders the continued performance of services impossible or inappropriate; ii. The Business Adviser takes any corporate action or other steps for its winding up or dissolution, or applies for or is subject to the appointment of a receiver, trustee in bankruptcy or any similar measure, or ceases its activity. c. In addition to the foregoing, should this Agreement, the relationship created hereby or the perfmiriance hereof be determined to be contrary to the laws, rules or regulations of Malaysia or the United States, this Agreement shall terminate automatically on the date when such legislation or rules is (are) scheduled to become, or has (have) become, effective. d. In the event of termination, the terminating party shall notify the other party in accordance with Article VI of this Agreement (the ^ernirnation Notice"), the Termination Notice shall identify the cause of termination, with reference to prior notice if any. Termination shall take effect on the termination date indicated m the Termination Notice. e. In uie event of any tennination pursuant to Articles UJ the Business Adviser shall be entitledtopayment of all services duly performed through the effective date of tennination of this Agreement, prorata temporis. The Parties hereby acknowledge that such payment received by the Business Adviser shall constitute full settlement of any and all claims of the Business Adviser against the Principal and that no additional compensation or mdenmification whatsoever may be claimed by the Business Adviser on the basis of such termination. III. Cnveminfrljiw; The construction, mterprctation, and performance of tins Agreement shall be governed by the laws of the United States, the extent that Singapore law governs the activities performed by the Business Advi ser - in which case those laws will apply. IV. Dispute Resolution: All disputes arising in connection with this Agreement shall be settled by binding arbitration in accordance with the arbitration rules ofthe American Arbitration Association by three arbitrators appointed in accordance withfeesaid rules. The place of arbitration shall be Washington, DC. V. Notices: Any notice under this Agreement sent by one Party to the other shall be in writing and shall be sent byfirstclass mail using recorded delivery to the address set out below. Neither email nor facsimile transmission is an acceptable means of sending notices. a. Notices to the Principal shall be addressed to: Godfrey Group Limited 42 Jalan Molek 2/3 Taman Molek 81100 Johor Bahru, Malaysia Phone: +60 7357 6899 b. Notices to the Business Adviser shall be addressed to: The 45 Group IXC . 2084 National Road Wheeling, West Vfrginia 26003 United States of America Phone: 202 262 4620 If either Parry changes its address, it shall advise the other Party in writing and any notice thereafter required to be given shall be sent to such new address. For GODREY GORUP LIMITED: FOR THE 45 GROUP LLC: Titie: 3