EFTA00594163.pdf

INTERFOR INC Privileged and Confidential By E-mail June 25, 2015 Damn K. Indyke, Esq. Darren K. Indyke, PLLC 575 Lexington Avenue 4th Floor New York, NY 10022 TERMS OF ENGAGEMENT Re: Matter of Our Reference # P2171-15 Dear Mr. Indyke: We are pleased that Darren K. Indyke, PLLC has engaged Interfor, Inc. ("Interior") to perform research and investigative services in connection with the above referenced matter. This letter shall confirm the agreement between Darren K. Indyke, PLLC and Interior, pursuant to which Interior will perform research and investigative services for Darren K. Indyke, PLLC, the scope of such services and the terms and conditions on which the services are to be provided. Please carefully review this letter and if it meets with your approval, sign and return the enclosed copy to us, along with the retainer indicated on the attached invoice. In connection with this matter, Interfor agrees to conduct factual inquiries as may be mutually agreed upon and to consult with and assist Darren K. Indyke, PLLC in formulating strategy and preparing for legal proceedings, if applicable. It is understood and agreed that in the course of Interior's work, Darren K. Indyke, PLLC may supply Interfor with certain materials relating to the case, and that Interfor may generate certain work papers and reports. It is further understood and agreed that all such materials will be deemed confidential work product prepared in connection with the case 575 Madison Avenue, Suite 1008, New York, NY 10022 T. ynNtintedorMe.00m Avsnacue MUM Mme. OW> AVIS CACO 81000904 MON x19414/ (7, CC AMID. EFTA00594163 Privileged and Confidential Darren K. Indyke, Esq. June 25, 2015 Page 2 and that all communications between Darren K. Indyke, PLLC and Interfor shall be for the purpose of assisting Darren K. Indyke, PLLC and are, therefore, privileged. If any person or entity requests, subpoenas, or otherwise seeks to obtain any testimony or materials within Interfor's custody, possession or control or the custody, possession, or control of any of its officers, directors, employees, agents or representatives, which relate or refer in any way to its work under this Agreement, Interfor shall inform Darren K. Indyke, PLLC of such request or subpoena. Interfor, Inc. Headquartered in New York, Interfor offers comprehensive and confidential worldwide corporate intelligence services. These include litigation support, due diligence, asset search and recovery, and other fraud investigations. With extensive resources throughout Europe (including Eastern Europe and Russia), the Americas, the Middle East, Asia, the Pacific Rim and Africa, Interfor conducts its investigations in phases, allowing for maximum cost-effectiveness for clients. Interior's industry-leading research department, with access to over 2000 databases worldwide, supports an intemational staff of multi-lingual field investigators and both industry and confidential sources. A written report is provided upon completion of the assignment, and we are ready to begin the assignment you have described immediately. We have performed a conflict of interest check and determined that no conflict currently exists. Proposal iikiliOMIMSiiMlt This investigation will include, as applicable: • Verification of the subject's identity; • Civil record checks; • Name screening on government terrorist and criminal lists; • Nationwide bankruptcy search; • Property search; INTERFOR I INC EFTA00594164 Privileged and Confidential Darren K. Indyke, Esq. June 25, 2015 Page 3 • World-wide and industry-specific media review; • Analysis of corporate holdings and affiliations; • Professional license, education and credential verification (if the necessary details are provided); and • Lien and judgments search. Please provide Interior with any additional identifiers (full name, national identity number, passport number, addresses, phone numbers, licenses) you have with regard to the subject, as applicable. Deliverables & Timelines Interior will use its best efforts to complete this investigation within twelve (12) to fifteen (15) business days of retention in this matter. Significant intelligence findings will be communicated to you as received. Budget & Retainers We estimate a budget of USD $4,600 plus expenses not to exceed 20% of the fee budget. We require a retainer of USD $3,680 to begin. The initial retainer set forth above is based on our preliminary review and we will begin performing services on your behalf upon receipt of these funds. The retainer will be deposited and serve as security for the payment of our invoices. At any time during the course of our engagement, we reserve the right to request that you replenish the retainer amount, if we have expended the monies in this account. Interior's services generally are subject to the imposition of New York State sales taxes when oral or written reports are delivered by Interfor in New York State. Our license requires that we receive the retainer and a signed copy of this contract before we begin work on your case. Wire transfer instructions will be forwarded to you. This Agreement and any disputes, actions or other proceedings arising under or relating to it shall be governed by the laws of the State of New York without regard to its principles of conflicts of laws. INTERFOR I INC EFTA00594165 Privileged and Confidential Darren K. Indyke, Esq. June 25, 2015 Page 4 If any provision of this Agreement is held to be unenforceable or invalid, only so much of such provision as may be unenforceable or invalid shall be severed from this Agreement and the remainder of the Agreement shall remain in full force and effect. Resumes of Key Management Personnel Juval Aviv - President: Mr. Aviv served in the 60s and 70s in the Israeli Defense Force, leading an elite commando/intelligence unit, and was assigned to the Israeli Secret Service for which he participated in a number of intelligence and special operations. Now a U.S. citizen, he founded Interior in 1979. He regularly consults with intelligence and law enforcement agencies and supervises all investigative matters for Interior. B.A. Tel Aviv University, Graduate IDF Strategic Intelligence Program, Scotland Yard International Corporate Security Program, NYPD Academy Management Program. Member of American Society for Industrial Security. Daniel Aharoni, Esq. - General Counsel: Mr. Aharoni supervises the legal aspects of Interior investigations. Member: Bars of the State of New York and of the U.S. District Courts for the Southern, Eastern and Northern Districts of New York. B.A. Ohio State University, J.D. University of Toledo. Don Aviv, CPP, PSP, PCI - C00: Mr. Aviv joins Interior with extensive physical security, crisis mitigation and risk management experience. He is currently an Adjunct Professor at the University of Maryland University College (UMUC). He teaches Homeland Security and Emergency Management courses. Prior to joining Interior, Don managed the Global Security department for an international software company, where he was responsible for the security and safety of company assets and employees within 138 field offices. He has been Board Certified as both a CPP and PSP by the American Society for Industrial Security. He holds a B.A. from the University of Rochester and an Alpha Phi Sigma M.S. in Criminal Justice from Suffolk University. Thomas M. Suozzo, Esq. - Sr. Vice President, BDM: Mr. Suozzo oversees the case origination and contracting process at Interior as well as the business development and marketing efforts of the firm. Prior to joining Interior, Mr. Suozzo was in private practice specializing in civil litigation. In addition, he has served in an executive capacity with public and private companies in the legal service and medical device industries. B.A. Rutgers University; J.D. Syracuse University College of Law. INTERFOR I INC EFTA00594166 Privileged and Confidential Darren K. Indyke, Esq. June 25, 2015 Page 5 Todd Young - Vice President, Senior Investigator: Mr. Young has been an international corporate investigator for more than twenty years. He now heads Interfor's investigative division. He participated in the high profile asset searches of Ferdinand Marcos and Jean Claude "Baby Doc" Duvalier. Mr. Young received his B.A. from Ithaca College where he studied history. Lynne Friedman, Ed.D. - Vice President, Director of Research: Dr. Friedman has more than twenty years of experience in corporate investigations. Her research and experience include coordinating and managing numerous large-scale international investigations, corporate takeover investigations and asset searches. B.A. and M.S. Queens College, Ed.D. Columbia University. Benjamin Kunde, CFE - Director of International Investigations: Mr. Kunde oversees complex and cross-border asset and due diligence matters. A Certified Fraud Examiner, he has over seven years of industry experience. As a senior investigator, he led investigative teams in hundreds of fraud, litigation support and high-profile asset/sovereign debt investigations. He managed Interiors Los Angeles office and opened the firm's first operations in Asia through its Singapore office. Mr. Kunde earned his M.B.A. from the Leonard N. Stem School of Business at New York University, specializing in Economics, Business Law, and Management. He also received a B.A. in Political Science and an M.A. in Sociology from the University of Rostock, Germany. Conditions All our investigations are conducted under the guidance of our in-house counsel, as well as in accordance with your directives. Our work is governed by the laws of private investigation licensing in the State of New York. Neither we, nor anyone acting on our behalf, shall violate any federal, state or municipal law, statute, ordinance or regulation as may be applicable. Sources of Interior may be utilized in the course of this investigation. The identity of these sources, or any information tending to reveal the identity of these sources, shall not be disclosed to the client. In addition, any and all information or intelligence they provide, in any form whatsoever whether written, oral or documentary, shall remain the sole and exclusive property of Interior. If the foregoing correctly reflects our understanding, please sign, date and return to me the enclosed copy of this letter. If you have any questions regarding this engagement letter, INTERFOR I INC EFTA00594167 Privileged and Confidential Darren K. lndyke, Esq. June 25, 2015 Page 6 please do not hesitate to contact me. We look forward to working with you and are pleased that you have chosen Interior. Yours truly, city-Ate, 7t, ‘, Thomas M. Suozzo Sr. Vice President, BDM Agreed: Date: Darren K. Indyke, Esq. INTERFOR I INC EFTA00594168 INTERFOR INC By E-mail June 25, 2015 Darren K. lndyke, Esq. Darren K. lndyke, PLLC 575 Lexington Avenue 4th Floor New York, NY 10022 Retainer Invoice In Reference To: P2171-15 For Professional Services, Retainer Note: If you are located in New York State, sales tax of 8.875% will be applied to this amount, and any other fee charges, on the final bill. Amount USD $3,680.00 Our federal ID No.: 13-3048513. All payments are due upon receipt. A bookkeeping charge of 1.5% of the total balance due will be charged each month for invoices not paid in full within 30 days. tuy. le/ (7, CC AMON 575 Madison Avenue. Suite 1006. New York NY 10022 T. F. wvntinterforine.00m EFTA00594169