Received by NSD/FARA Registration Unit 04/26/2019 10:46:50 AM ° OMB No. 1124-0006; Expires May 31, 2020 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(d)(1). Compliance is accomplished by filing an electronic Exhibit A form at https://www.fara.gov Privacy Act Statement. The filing of this document is required by 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 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: https://www.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 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 available to the public in print and online at: https://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 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 the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503. 2. Registration No. 1. Name and Address of Registrant 6170 Mercury Public Affairs, LLC 3. Name of Foreign Principal Government of National Accord Libya, Office of the Prime Minister 4. Principal Address of Foreign Principal Office of the Prime Minister Tariq Al Seka Ben Ashour District Tripoli, Libya 5. Indicate whether your foreign principal is one of the following; H Government of a foreign country1 □ Foreign political party □ Foreign or domestic organization: If either, check one of the following; □ Partnership D Committee P □ Voluntary group □ Q\hsr (specify) Corporation □ Association □ Individual-State nationality 6. If the foreign principal is a foreign government, state: a) Branch or agency represented by the registrant Office of the Prime Minister b) Name and title of official with whom registrant deals Yousef El-Mabrouk, Director 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 not been recognized by the United States. chRMNSTM Received by NSD/FAR A Registration Unit 04/26/2019 10:46:50 AM Revised 05/17 Received by NSD/FARA Registration Unit 04/26/2019 10:46:50 AM 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 □ Gontrolled 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, afull 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 the registration statement 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 April 26,2019 Name and Title Leonardo Dosoretz, Counsel Signature Is/ Leonardo Dosoretz Received by NSD/FARA Registration Unit 04/26/2019 10:46;50 AM eSigned OMB No. 1124-0004; Expires May 31,2020 Exhibit B to Registration Statement Pursuant to the Foreign Agents Registration Act of 1938, as amended U.S. Department of Justice Washington, dc 20530 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, including 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 of a foreign principal. Compliance is accomplished by filing an electronic Exhibit B form at https://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 subject to the penalty and enforcement provisions established in Section s 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: httns://www.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 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 available to the public in print and online at: https://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 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 the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503 . 2. Registration No. 1. Name of Registrant Mercury Public Affairs, LLC 6170 3. Name of Foreign Principal Government of National Accord Libya, Office Of the Prime Minister Check Appropriate Box: 4. 0 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 pertinent correspondence, including a copy of any initial proposal which has been adopted by reference in such correspondence. 6. □ 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. 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. Please see the attached contract. Registrant's services are anticipated to include strategic consulting, government relations/ lobbying, and media relations and management. FORM NSD-4 Revised 05/17 8 . Describe fully the activities the registrant engages in or proposes to engage in on behalf of the above foreign principal . Please see the attached contract. Registrant's services are anticipated to include strategic consulting, government relations/ lobbying, and media relations and management. 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 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. Please see the attached contract. Registrant's services are anticipated to include strategiccpnsulting, government relations/ lobbying, and media relations and management. 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 the registration statement 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 April 26,2019 Name and Title Leonardo Dosoretz, Counsel Signature /s/ Leonardo Dosoretz eSigned Footnote: "Political activity," as defined in Section l(o) of the Act, means any activity wKiclf 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 of a government of a foreign country or a foreign political party. CONSULTING SERVICES AGREEMENT Government of National Accord Libya, Office of the Prime Minister ("Client") hereby enters into this Consulting Services Agreement ("Agreement") effective as of April Q.£ 2019 ("Effective Date") to retain Mercury Public Affairs LLC, a Delaware limited liability company having a business address at 200 Varick Street, Suite 600, New York, New York U.S.A. 10014 ("Consultant"), as an independent contractor to perform the services described herein. Client and Consultant may each be referred to as a "Party" herein, and collectively may be referred to as "Parties". 1. The Services. Client and Consultant agree that Client hereby retains Consultant to render consulting services to the Client as specified on Schedule 1 attached hereto. In addition, subject to any limitations set forth on Schedule 1, Consultant will provide such other reasonable consulting services as the parties shall mutually agree to in writing (together with the consulting services identified on Schedule 1, the "Services") during the Term (as described below). 2. Payment Terms. Client and Consultant agree that Consultant is entitled to receive and Client shall pay the fees and expenses set forth on Schedule 2, which is incorporated at this point, and which may be modified from time to time , as mutually agreed to in writing. Payment in full of fees and expenses shall be made to Consultant within thirty (30) days after an invoice is rendered. For ongoing fees and expenses, Client will be billed on a quarterly basis. In the event that Client does not pay such fees and expenses per the invoices within the specified timeframe, Consultant may suspend provision of Services until payment is made. All payments made by Client shall be without deduction or offset. 3. Term. The Term of this Agreement shall begin on the Effective Date and will continue in effect for one year (the "Initial Term"). The term of this Agreement shall continue on a month-to-month basis thereafter, unless terminated by either Party on thirty (30) days prior written notice to the other Party (the “Renewal Term”, aid together with the Initial Term, the‘Term"). 4. Client Contact. Client shall designate to Consultant, from time to time in writing, the primary contact for reporting and billing purposes. Contacts are identified on Schedule 3. Consultant shall keep the primary contact for reporting purposes regularly informed as to the status of the performance of the Services in accordance with this consulting Agreement . 5. Independent Contractor Status. Consultant agrees that it is an independent contractor and not an agent or employee of Client and Consultant will not hold itself out as such an agent or employee. Consultant has no authority or responsibility to enter into any contracts on behalf of Client. Government of National Accord Libya DC INTL contract 04222019 Page 1 6. Confidential Information/Trade Secrets. During the course of the performance of the Services, Consultant may have access to, have disclosed to it, or otherwise obtain information which Client identifies in writing or through labeling as being of a confidential and/or proprietary nature (the "Confidential Information"). Consultant shall use such Confidential Information solely in performance of its obligations under this Agreement. Information shall not be deemed confidential if such information is: (i) already known to Consultant free of any restriction at the time it is obtained; (ii) subsequently learned from an independent third Party free of any restriction; or (iii) available publicly. 7. Non-Exclusive/Performance. Client hereby acknowledges and agrees that Consultant will, during the Term and thereafter, be entitled to perform and render services or conduct operations of a nature similar or dissimilar to the services or operations performed for Client under this Agreement on behalf of itself or other entities in the same or similar business as Client and nothing contained herein will preclude Consultant from doing so. Notwithstanding anything contained in this Section 7 to the contrary, Consultant represents and warrants that throughout the Term it will devote such personnel and resources in the performance of the Services as it deems reasonably necessary to perform such Services hereunder diligently and conscientiously. 8. Indemnification. Each Party will indemnify and hold harmless the other party, its principals, employees, officers and agents, (collectively, the "Indemnified Parties") from and against any and all liabilities, losses, claims, demands, actions, judgments, costs and expenses including but not limited to attorney’s fees, arising out of or resulting from any negligence, gross negligence or willful misconduct by the indemnifying Party, its employees, officers, directors and agents. Mechanics of Indemnity. Each Party's indemnification obligations set forth herein are conditioned upon the Indemnified Parties: (i) giving prompt written notice of any claim, action, suit or proceeding for which the Indemnified Parties are seeking indemnity; (ii) granting control of the defense and settlement of the action to the indemnifying Party; and (iii) reasonably cooperating with the indemnifying Party with respect to the defense of the action. Notwithstanding the foregoing, the Indemnified Parties may, at their option and expense, participate in the defense or settlement of any claim, action, suit or proceeding covered by this Section 8. 9. Publicity. Neither Party will use the other Party's name, logo, trademarks or service marks in any advertising, publicity releases, or any other materials without that Party's prior written approval. 10. Assignment. Neither Party will assign this Agreement or otherwise transfer, subcontract dr delegate any of its rights and/or obligations hereunder without the prior written consent of the other and any attempt to do so will be void. 11. Notices. Any notice or other communication required or which may be given hereunder will be in writing and either delivered personally or mailed, by certified or registered mail, postage prepaid, or sent via facsimile or email, and will be deemed given when so delivered personally or if sent via facsimile, to a facsimile number designated below with receipt thereof confirmed electronically, or if mailed, 72 hours after the time of mailing as follows : 7 Government of National Accord Libya DC INTL contract 04222019 /^ * / Page 2 ) \ If to Consultant: Mercury Public Affairs, LLC 509 Guisando de Avila, Suite 100 Tampa, Florida 33613 United State of America Attention: Bibi Rahim Telephone: 813-908-1380 . ■ ■ Fax:813-969-0368 Email: DASAccounting @mercuryllc.com If to Client: Government of National Accord Libya Office of the Prime Minister Attention: Yousef El-Mabrouk, Director Tariq A1 Seka Ben Ashour District Tripoli, Libya Email: y.elmabruk@pc.gov.Iy Phone: +218-91-200-7070 Either Party may change the persons and address to which notices or other communications are to be sent to it by giving written notice of any such change in the manner provided herein for giving notice. 12. Governing Law. This Agreement will be governed by and construed in accordance with the Laws of the State of New York, United States of America applicable to agreements negotiated, executed and performed entirely within the State of New York, United States of America without regard to its conflicts of laws rules and both Parties submit to the exclusive personal jurisdiction of the state and federal courts in New York County, NY, and waive any claim of forum non conveniens and objection to venue in said courts. l 13. No Liability of Consultant. Consultant shall bear no liability to Client for loss or damage in connection with advice or assistance by Consultant given in good faith performance of the Services. 14. Applicable Law—Dispute Resolution. This Agreement is governed exclusively by the law of the State of New York and the United States of America, as applicable. In the event of any dispute between the parties to this Agreement concerning the terms of this Agreement or matters related thereto, the parties will first attempt as a condition precedent to further action to settle and resolve said dispute amicably and by agreement within thirty (30) days of a receipt of notice of a dispute by one Party to the other Party. Each Party shall deal in good faith through representatives authorized and empowered to resolve the dispute. In the event that said dispute cannot be settled and resolved amicably as set out above, said dispute shall be resolved exclusively and finally through arbitration as set out in this paragraph 14 and under the following terms and conditions: Government of National Accord Libya DC INTL contract C Page 3 (a) All disputes arising out of or in connection with this Agreement shall be finally settled and resolved under the Rules of Arbitration of the International Chamber of Commerce as are at present in force. (b) Three arbitrators shall be appointed in accordance with said Rules. (c) The arbitration shall take place in Washington, DC, unless otherwise agreed to in writing by both parties to this Agreement. (d) The language of the arbitration shall be English. (e) Each Party shall produce documents originally drafted in English without translation. Any document drafted in a language other than English must be translated into English, properly certified as accurate, with said translation attached to the original document. (f) All findings, comments, orders, and the arbitration decision and award itself, in addition to all documents and communications of every sort used in the arbitration shall be in English. (g) The arbitrators may award compensatory damages under the terms of this Agreement, but in no event shall the arbitrators award special, consequential, or punitive damages. (h) Each Party shall initially bear its own expenses, including all costs and attorney’s fees, in connection with presenting its case for arbitration, and the parties shall share equally in the costs and expenses of the arbitration process itself, including, but not limited to, the cost of the arbitrators. However, in the final award, the arbitral tribunal as described herein shall set and fix the costs of the arbitration and shall decide which Party or parties shall bear and pay the costs and in what proportions. (i) Each Party irrevocably waives any right it has or may have to a jury trial concerning any dispute concerning this Agreement. 15. General. (a) No amendments or modifications shall be binding upon either Party unless made in writing and signed by both parties. (b) This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, promises, proposals, representations, understandings, and negotiations, whether written or oral, between the parties respecting the subject matter hereof. (c) In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement will be unimpaired, and the invalid, illegal or unenforceable provision wil 1 be replaced by a provision which, being valid, legal and enforceable, cOmes closest to the intention of the parties underlying the invalid, illegal, or unenforceable provision. (d) This Agreement may be executed in one or more Counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same instrument. (e) The parties hereto agree to perform any further acts and to execute and deliver any further documents which may be reasonably necessary or appropriate to carry out Government of National Accord Libya DC 1NTL contract 04222019 Page 4 the purposes of this Agreement. (f) The section headings contained in this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement. (g) Notwithstanding any provision to the contrary in this Agreement, in no event will Consultant be liable to Client (whether for damages, indemnification or any other claim) for an amount greater than the amount of compensation (and not reimbursement for expenses) actually paid to Consultant by Client for the Services. [SIGNATURE PAGE FOLLOWS] Government of National Accord Libya DC INTL contract 04222019 Page 5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date noted above. Mercury Public Affairs, LLC By: Name: Morris L. Reid Title: Partner Date: 4/2272019 Government of National-Accord Libya, Office of the Prhpe'Minister By: ■d Name Tide: ofc OS. dpLtoU?^. gfi Date: Government of National Accord Libya DC INTL contract 04222019 / International affairs The Consultant and Client will comply with the provisions of all applicable local laws, regulations, and requirements pertaining to the performance Of Services under this Agreement. Government of National Accord Libya DC INTL contract 04222019 Page? SCHEDULER Compensation and Expense For Services identified in Schedule 1, Client will pay Consultant the following fees in U.S. Dollars ($): ❖ $150,000.00 per month during the Term, paid quarterly, each installment to be paid in advance * $50,000.00 per quarter during the Term for expenses in connection with the Services, each installment to be paid in advance Consultant will not perform Services until (i) this Agreement is duly signed and executed by Client and delivered to Consultant, and (ii) an initial payment of $500,000.00 has been received by Consultant. Payments shall be made by wire transfers to Consultant’s bank per attached Schedule 4. Client acknowledges and agrees that the consulting fees for Services provided in connection herewith shall not be reduced by any expenses incurred or not incurred by either party. In addition, Client will pay all polling expenses and any media/advertising expenses, including both production and placement. Said expense will only be incurred with the prior approval of Client, and will be billed along with fees and other expenses. In the event expenses exceed $50,000 in any given quarter, Consultant may, within its sole judgment and discretion, require Client to pay said expense directly or in advance prior to Consultant undertaking or incurring such expenses. Government of National Accord Libya DC INTL contract 0422201 Page8 SCHEDULE 3 Contact Information Government of National Accord Libya Office of the Prime Minister Attention: Yousef El-Mabrouk, Director TariqAlSeka Ben Ashour District Tripoli, Libya Email: y.elmabruk@pc.gov.ly Phone: +218-91-200-7070 Government of National Accord Libya DC ENTL contract 042220(19 Page 9 SCHEDULE 4 Bank information for payments Below please find our payment instructions for receipt of wires, ACHs or book transfers. The information is as follows: [REDACTED] Government of National Aceord Libya DC INTL contract 04222019 Page 10