administrative agreement this administrative …...864346320) has an address at east wing building...

ADMINISTRATIVE AGREEMENT

This Administrative Agreement ("Agreement") is made between ANHAM FZCO ("ANHAM") and ANHAM U.S.A., Inc. ("ANHAM U.S.A."), and the Defense Logistics Agency ("DLA"). As used herein, "ANHAM" and "ANHAM U.S.A." mean all of the respective operating sectors, groups, divisions, units and wholly owned subsidiaries of ANHAM and ANHAM U.S.A., including those acquired or established before the Effective Date of this Administrative Agreement (as defined in Terms and Conditions below) or during the term of this Administrative Agreement. Collectively, all of the aforementioned entities are referred to as "the Parties."

PREAMBLE!

A. On November 27, 2018, Abul Huda Farouki ("A.H. Farouki"), Mazen Farouki ("M. Farouki"), and Salah Maarouf (''S. Maarouf') were indicted by a grand jury in the United States District Court for the District of Columbia charging violations of Major Fraud Against the United States (18 U.S.C. § 103 l(a)), Aiding and Abetting, Causing an Act to be Done (18 U.S.C. § 2), Conspiracy to Violate the International Emergency Economic Powers Act ("IEEPA") (50 U.S.C. §§ 1705(a) and (c)), Violation of the IEEPA (50 U.S.C. §§ l 705(a) and (c)), and Conspiracy to Launder Money/International Money Laundering (18 U.S.C. §§ 1956(a)(2)(A) and (h)). That Indictment is incorporated herein by reference.

B. On the basis of that Indictment, on December 17, 2018,DLA suspended A.H. Farouki, M. Farouki, and S. Maarouffrom contracting with the Government.

C. ANHAM FZCO ("ANHAM") (CAGE Codes lANFW, SFW66, SUR64) (DUNS 864346320) has an address at East Wing Building 4A, Dubai Airport Free Zone, Dubai, United Arab Emirates.

D. ANHAM's corporate presence in the United States is known as ANHAM U.S.A., Inc. ("ANHAM U.S.A.") (CAGE Code 3VEA2) (DUNS 142361489), formerlyNour U.S.A., and has ati address at 1600 Tysons Blvd., Floor 6, McLean, VA, 22102-4865. ANHAM U.S.A., Inc. provided training, project management, logistics, supply, and warehousing services to the United States Government under contracts awarded to ANHAM FZCO.

E. As set forth in the Indictment, A.H. Farouki was the Chief Executive Officer of both ANHAM FZCO and ANHAM U.S.A., and all employees of ANHAM and ANHAM U.S.A. ultimately reported to him.

F. Through one or more holding companies, A.H. Farouki, independently or together with his wife, Samia Farouki recently owned 25% of ANHAM and 33.33% of ANHAM USA.

1 The content of this Preamble is merely a summary of the facts and events that have occurred in this overall matter, and is not meant to contradict or otherwise characterize the extensive factual recitations that are contained in the correspondence between the parties or in any court filings. The Preamble is merely intended to aid the reader by providing context for the subsequent Articles of this Agreement.

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G. ANHAM and ANHAM U.S.A. were suspended by DLA on December 27, 2018, based on the separate and independent grounds of (1) imputation to ANHAM and ANHAM U.S.A. of A.H. Farouki's misconduct as described in the Indictment, and (2) affiliation based in large part on the fact that A.H. Farouki maintains an ownership stake in ANHAM and ANHAM U.S.A.

H. Since the date of the suspensions of ANHAM and ANHAM U.S.A., the Parties have engaged in extensive discussions. Representatives of ANHAM and ANHAM U.S.A. presented evidence asserting that the two companies are now presently responsible. Further, A.H. Farouki Further, A.H. Farouki and Samia Farouki placed their ownership shares of ANHAM and ANHAM U.S.A. in trusts controlled by two individuals with a preexisting relationship to the family; however, DLA remained concerned about the level of independence of these two trustees, and so the suspensions on the companies were left in place. Ultimately, litigation between the parties ensued in both the Court of Federal Claims and the United States District Court for the District of Columbia.

I. On May 17, 2019, representatives of ANHAM and ANHAM U.S.A. presented DLA with a fully executed, irrevocable trust indicating that Steven A. Shaw, Esquire, has been appointed as trustee, thereby putting Mr. Shaw in control of all ANHAM shares owned by Hii-Finance, as well as the ANHAM U.S.A. shares previously held by A.H. Farouki. Mr. Shaw will also fill the now-vacant fourth Director seat on the ANHAM Board. This trust document is incorporated herein by reference. Mr. Shaw is recognized internationally as an expert on ethics and compliance with respect to government contracts. He formerly served as Deputy General Counsel (Contractor Responsibility), Department of the Air Force, where he was the Air Force Debarring and Suspending Official for sixteen years. He also managed the Air Force's Coordination of Fraud Remedies Program. Previously, Mr. Shaw also served as Chief of the Criminal,Division of the U.S. Attorney's Office in the Southern District of Texas, as a Trial Attorney with the DOJ Criminal Division's Public Integrity Section, and as Chief of the Enforcement Division of the Federal Energy Regulatory Commission. The Parties agree that Mr. Shaw's reputation in the industry is impeccable. His appointment as the irrevocable, independent trustee for all of the ANHAM and ANHAM U.S.A. shares owned, controlled, or otherwise held, directly or otherwise, provides DLA with the requisite assurance that A.H. Farouki is no longer able to control or influence the operations and business decisions of ANHAM and ANHAM U.S.A. Further, the misconduct described in the Indictment occurred between four and eight years ago, and the co:µipanies have recently presenteq. sufficient evidence asserting they are now presently responsible; therefore, the companies have sufficiently addressed DLA's concerns regarding imputation of A.H. Farouki's misconduct. Thus, as the stated grounds for the companies' suspension (i.e., affiliation and imputation) have been adequately addressed, it is now appropriate· to terminate the suspension and enter into this Agreement.

NOW THEREFORE, in consideration of the promises set forth herein and for good and valuable consideration, the Parties mutually agree to the following terms and conditions:

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ARTICLES

1. The Effective Date of this Agreement is the date on which the DLA Special Assistant for Contracting Integrity ("SACI") signs this Agreement. Prior to that signature occurring, Jay Ward, who is the current Chief Executive Officer of ANHAM and ANHAM U.S.A., and Gaven Jones, who is the President, Chief Operating Officer, and Chief Compliance Officer of ANHAM, shall sign the Agreement, and their signatures shall bind ANHAM and ANHAM U.S.A. to the full terms and conditions of this Agreement upon its Effective Date.

2. Effective upon the execution of this Agreement, the suspensions of ANHAM and ANHAM U.S.A. will be terminated by the SACI.

3. The term of this Agreement shall be the earlier of: (a) three (3) years from the Effective Date; or (b) an earlier date should DLA determine that the protections and assurances of present responsibility provided for in this Agreement are no longer required to protect the Government's business interests, and the DLA SACI provides notice thereof to ANHAM and ANHAM U.S.A.; or (c) upon the withdrawal of A.H. Farouki's Indictment, upon a court of law finding A.H. Farouki not guilty of the viol~tions set forth in the Indictment, or upon the death of, A.H. Farouki. Should ANHAM and/or ANHAM U.S.A. fail to be in full compliance with any term or condition of this Agreement, DLA may at its discretion extend the requirements of this Agreement. The time-period of the Agreement would reset to begin again for a period of three (3) years from the time that ANHAM and ANHAM U.S.A. reestablishes full compliance with this Agreement.

4. If, at any point during the term of this Agreement, DLA determines, in its reasoned discretion, that ANHAM and/or ANHAM U.S.A. has breached a term of this Agreement or failed to meet any requirement of this Agreement, DLA may terminate this Agreement and suspend, or initiate proceedings to debar, ANHAM and ANHAM U.S.A. and their managers and employees, and other agents, as appropriate. ANHAM and ANHAM U.S.A. shall be permitted to request reconsideration of any such suspension or debarment decision under the procedures contained in FAR 9.4. The basis_ofDLA's determination whether a breach occurred, and/or grounds for suspension or the initiation of proceedings to debar exist, may include but is not limited to any information indicating that:

a. A.H. Farouki, or any other individual indicted now or in the future in this matter, is controlling or otherwise influencing in any manner ANHAM and/or ANHAM U.S.A.; or

b. With the exception of A.H. Farouki, M. Farouki, and S. Maarouf, who are already indicted, an Indictment or Criminal Information is filed against ANHAM and/or ANHAM U.S.A., and/or a corporate officer or other senior corporate official of ANHAM and/or ANHAM U.S.A. to include those characterized as "employees," "independent contractors," and "advisors," regardless of whether such corporate officer or senior corporate official is actively working for the companies or is on paid/unpaid administrative leave.

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5. ANHAM and ANHAM U.S.A. shall maintain complete records, including original documents, of all purchases, sales, receipts, shipments, or testing of any material or product in any way related to U.S. Government contracts or subcontracts. These records shall be sufficient to provide complete evidence of all transactions related to items furnished directly or indirectly by Contractor to the U.S. Government upon any U.S. Government procurement. These records shall be maintained for not less than four ( 4) years after final payment of any affected contract.

6. ANHAM and ANHAM U.S.A. shall continue to maintain their Ethics and Compliance Program. Management and operation of this Ethics and Compliance Program shall be the direct responsibility of Gaven Jones, who is the President, Chief Operating Officer, ·and Chief Compliance Officer of ANHAM. Jay Ward, the current CEO of ANHAM and ANHAM U.S.A., shall maintain oversight of the Ethics and Compliance Program, and shall be ultimately responsible for Mr. Jones's administration of the Program. The Ethics and Compliance Program shall be maintained so as to ensure that ANHAM and ANHAM U.S.A. and the officers and employees of ANHAM and ANHAM U.S.A. maintain the business honesty and integrity required of a U.S. Government contractor and that the performance of ANHAM and ANHAM U.S.A. on each of their U.S. Government contracts and subcontracts is in compliance with all applicable laws, regulations, and the terms of the contracts and subcontracts. The Ethics and Compliance Program shall, at a minimum, include the following components:

a. ANHAM and ANHAM U.S.A. shall maintain and improve their Code of Business Ethics and Conduct. The Code will include: (i) a statement of the companies' commitment to comply with all applicable laws and regulations in the conduct of its business; (ii) guidelines for company employees to follow in their business dealings on behalf of any company affiliated with ANHAM and ANHAM U.S.A.; (iii) a notice that ANHAM and ANHAM U.S.A. shall immediately take appropriate disciplinary action, up to and including dismissal, against any employee, officer, or director of ANHAM and ANHAM U.S.A. whose conduct violates applicable laws, regulations, the Code of Business Ethics and Conduct for ANHAM and ANHAM U.S.A., or basic tenets of business honesty and integrity; (iv) a requirement that employees report through the companies' established reporting mechanisms any impropriety relating to U.S. Government contracting of which they have knowledge, whether committed by an employee of ANHAM and ANHAM U.S.A., or of the U.S. Government, or any other person, and whether the impropriety relates to violations of law, regulation, contract, the companies' Code, basic tenets of business honesty and integrity, or any other requirement; and (v) a notice that employees may report improprieties anonymously, without fear of retaliation, directly to the Inspector General of the Department of Defense (see paragraph 6.(c.), below).

b. ANHAM and ANHAM U.S.A. will continue to perform its regular and periodic compliance training of all employees that shall, on a risk-based manner, be designed to ensure that employees are aware of all applicable laws, regulations,

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and standards of business conduct that employees are expected to follow and the consequences both to the employee and to their employer that will ensue from any violation of such laws, regulations or standards of conduct. For those employees directly involved in the administrative of U.S. Government contracts, ANHAM and ANHAM U.S.A. shall provide additional training on the requirements of the FAR and the DFARS, including appropriate training based upon the employee's position, regarding preparation and submission of proposals for U.S. Government contracts, contract formation and administration, and the maintenance of contractrelated documentation.

c. ANHAM, ANHAM U.S.A., and any of their subsidiaries that participate in U.S. Government contracts shall post prominently in common work areas a "Hotline" poster prepared by the Inspector General of the Department of Defense (which includes the phone number to report fraud, waste, abuse or security violations to the DoD Office of Inspector General) and a notice of the company's commitment to comply with all applicable laws and regulations in the conduct of its business. The Hotline posters and notices shall be printed in English and any other such language necessary to ensure that the relevant employees understand all elements of the contents therein. Further, ANHAM and ANHAM U.S.A. shall maintain a policy of permitting employees to report violations anonymously and of prohibiting any retaliation against any employee as a result of his or her good faith reporting of an actual or suspected breach of the Code.

d. Written materials and training related to the Ethics and Compliance Program, to include Hotline posters, shall be provided to employees of ANHAM and ANHAM U.S.A. in English and any other such language necessary to ensure that the relevant employees understand all elements of any written or oral presentation. New employees of ANHAM and ANHAM U.S.A. and their subsidiaries shall receive these materials and face-to-face training within thirty (30) calendar days of their employment.

e. Promotion of the companies' Ethics and Compliance Program shall be an element of the performance evaluation of each ANHAM and ANHAM U.S.A. manager and supervisor. Within ninety (90) calendar days of the Effective Date of this Agreement, ANHAM and ANHAM U.S.A. shall create and maintain an annual performance evaluation plan for managers and supervisors, should such plan not already exist, and ANHAM and ANHAM U.S.A. shall implement and maintain an annual certification requirement that all ANHAM and ANHAM U.S.A. managers and supervisors certify that they personally have: (i) discussed with each company employee urider their supervision the content and application of the companies' Ethics and Compliance Program; (ii) informed each such employee that strict compliance with the Program is a condition of employment; and (iii) informed each such employee that ANHAM and ANHAM U.S.A. shall take disciplinary action, including termination, for violation of the principles and practices applicable to the Program, applicable laws and regulations, or basic tenets of business integrity. ANHAM and ANHAM U.S.A. shall submit, as part

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of each report to DLA pursuant to Article 7 of this Agreement, a statement that the certifications are being maintained and that each manager has provided a certification as required by this ·provision. The certificates shall be maintained and available for DLA's review and inspection during the life of this Agreement.

7. For a term ending three (3) years after the Effective Date of this Agreement, the Chief Executive Officer of ANHAM and ANHAM U.S.A., and the Chief Compliance Officer of ANHAM and ANHAM U.S.A., shall jointly submit to DLA a quarterly report (i.e., every three months up to and including the conclusion of this Agreement) regarding measures taken by ANHAM and ANHAM U.S.A. to comply with this Agreement. Such reports shall be routed through a reputable law firm or any alternative provider of good repute whom the companies may appoint. The companies' failure to meet these reporting requirements on or before the dates agreed to and listed in the Exhibit to this Agreement shall constitute a breach of this same Agreement. The reports shall include, but need not be limited to, the following information:

a. Description of standards of conduct/ethics/compliance training conducted by ANHAM and ANHAM U.S.A. and the number of the persons who attended.

b. Description of informal notifications or initiatives relating to the Ethics and Compliance Program as applicable to ANHAM and ANHAM U.S.A.

c. Information or documents required by Articles 6( e) and 15 hereof.

d. A status update for any matter as required throughout this Agreement.

8. Within thirty (30) calendar days after the Effective Date of this Agreement, ANHAM and ANHAM U.S.A. shall select an Independent Monitor ("Monitor") under this Agreement. ANHAM and ANHAM U.S.A. shall submit the proposed Monitor's name, resume, and contact information to DLA for DLA's approval. DLA shall inform ANHAM and ANHAM U.S.A. within fifteen (15) calendar days whether it approves the companies' proposed Monitor. Once DLA has approved the companies' selection of the Monitor, if ANHAM and ANHAM U.S.A. wishes to replace this selected Monitor, ANHAM and ANHAM U.S.A. must obtain the approval of DLA before contracting with the subsequent Monitor. The Monitor shall (i) evaluate the effectiveness of the companies' Ethics and Compliance Program; (ii) assess the ethical culture of ANHAM and ANHAM U.S.A. as it relates to the companies' Government contracting activities; (iii) review the companies' policies, procedures, training and compliance as it relates to compliance with the provisions of the FAR and the DFARS; and (iv) report to DLA on the companies' compliance with the terms of this Agreement no later than the end of the third month after the Effective Date of this Agreement.

a. For a term ending three (3) years after the Effective Date of this Agreement, the Monitor shall report quarterly to DLA regarding measures taken by ANHAM and ANHAM U.S.A. to comply with this Agreement. The reports shall be provided directly to the SACI, with a copy to ANHAM and ANHAM U.S.A., and include:

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(i) summaries of actions taken by the Monitor and recommendations provided by the Monitor to ANHAM and ANHAM U.S.A. regarding the companies' Ethics and Compliance Program or this Agreement; (ii) indications of any problems or weaknesses identified in the Program, the corrective action( s) proposed or undertaken, and the status of any such corrective action(s); and (iii) any recommended updates or enhancements to the Code to promote industry best practices relating to compliance and ethics programs.

b. ANHAM and ANHAM U.S.A. shall provide responses to any problems or weaknesses identified in prior Monitor reports to which it has not yet responded, as well as a plan for addressing the recommendations offered by the Monitor or an explanation why action is not being taken in response to a Monitor recommendation.

c. Any and all costs for any Monitor under this Agreement shall be treated as unallowable for Government contracting purposes and shall not be charged either directly or indirectly to any Government contract. ANHAM and ANHAM U.S.A. agree to account separately for such costs.

9. Any and all costs incurred by the companies or their subsidiaries and affiliates under this Agreement shall be treated as unallowable for Government contracting purposes and shall not be charged either directly or indirectly to any Government contract. ANHAM and ANHAM U.S.A. agree to account separately for such costs.

10. The current Chief Executive Officer of ANHAM and ANHAM U.S.A. is Jay Ward, and Gaven Jones, who is the President, Chief Operating Officer, and Chief Compliance Officer of ANHAM. Messrs. Ward and Jones agree to notify DLA within five (5) working days if either of them leave their current positions, and they also agree to provide the name of any acting or interim person or persons performing these roles, and to provide the name(s) of his/her/their successor(s) to DLA upon appointment.

11. With the exception of the investigation that led to the indictment of A.H. Farouki, M. Farouki, and S. Maarouf, ANHAM and ANHAM U.S.A. represent to DLA that, to the best of the companies' knowledge, none of their current employees and corporate leadership are now under criminal or civil investigation by any Government entity. The companies also agree that:

a. In addition to the periodic written reports required under Article 7, the companies shall notify DLA within two (2) worldng days of the time the companies' management learns of: (1) the initiation of any criminal or civil investigation by any Government entity, if the companies have reason to believe that one or both of them are the subject or target of an investigation; (2) service of subpoenas by any Government entity, if the companies have reason to believe that one or both of them is the subject or target of an investigation; (3) service of search warrants and/or searches carried out in any of the companies' facilities; and (4) initiation of legal action by any entity that alleges facts that, if true, would impact the present

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responsibility of ANHAM and ANHAM U.S.A.

b. ANHAM and ANHAM U.S.A. shall report suspected misconduct involving or a affecting any U.S. Government business to DLA within five (5) working days after such misconduct is discovered by, known to, or disclosed to company management. The misconduct to be reported includes misconduct by any person, including, but not limited to, those associated with ANHAM and ANHAM U.S.A., or with the Government and shall include misconduct disclosed to the companies from any source. The companies shall investigate any report of misconduct that comes to their attention and shall notify DLA of the outcome of the investigation and any potential or actual impact on any aspect of the companies' Government business. ANHAM and ANHAM U.S.A. shall take corrective action, including prompt restitution for any harm to the Government. The companies shall include summary reports of the status of each such investigation to DLA in the reports submitted pursuant to Article 7 until each matter is finally resolved. To the extent that reports of suspected misconduct made pursuant to this Article 7 result in an investigation by any of the military criminal investigative organizations, the Defense Criminal Investigative Service, or any other Federal U.S. law enforcement agency, the companies shall fully cooperate.

12. ANHAM and ANHAM U.S.A. shall not knowingly employ, with or without pay, an individual who will perform work in connection with a U.S. Government contract or subcontract, who is listed by a Federal Agency as debarred, suspended, or otherwise ineligible for Federal programs. ANHAM and ANHAM U.S.A. shall make reasonable inquiry into the status of any potential employee or consultant who will perform work in connection with a U.S. Government contract or subcontract. The salary of any officer, employee, or consultant removed from U.S. Government contracting in accordance vyith this Article 11 shall be treated as unallowable for U.S. Government contracting purposes and shall not be charged either directly or indirectly to any U.S. Government contract.

13. ANHAM and ANHAM U.S.A. shall not seek reimbursement from the Government, either directly or indirectly, for legal or related costs expended or to be expended arising from, related to, or in connection with, DLA' s independent administrative review of the present responsibility of ANHAM and ANHAM U.S.A., or the negotiation and preparation of this Agreement, or the performance or administration of this Agreement. ANHAM and ANHAM U.S.A. shall treat these costs as unallowable costs for U.S. Government contract accounting purposes, and shall ensure that they are in no way, directly or indirectly, including in any contract price, fee, or invoice, regardless of the contract pricing type. Past, present, and future costs of maintaining, operating, and improving the companies' internal controls and Ethics and Compliance Program are allowable costs for purposes of this Agreement.

14. The Parties agree to the following with regard to claims, demands, or requests for monies:

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a. ANHAM and ANHAM U.S.A. hereby release the United States, its instrumentalities, agents, and employees in their official and personal capacities, of any and all liability or claims to ANHAM and ANHAM U.S.A. arising out of the discussions leading to this Agreement. DLA hereby releases, to the extent authorized by law, ANHAM and ANHAM U.S.A. and all of its related subsidiaries and affiliates, and its officials and employees in their official and personal capacities, of any and all liability or claims to DLA arising out of the discussions leading to this Agreement.

b. ANHAM and ANHAM U.S.A. agrees to waive all claims, demands, or requests for monies of any kind or of whatever nature that ANHAM and ANHAM U.S.A. may have or may develop in the future that relate to this Agreement.

c. Nothing in this Article or Agreement, nor any conduct by or on behalf of the Parties, waives any claims, demands, requests for monies of any kind, or defenses to such claims, including affirmative defenses, for which the Parties have or may submit under any current agreement or contract. The Parties acknowledge that this Agreement continues to preserve any and all claims, demands, requests for monies of any kind, or defenses to such claims, including affirmative defenses, which the Parties now have or may have, whether known or unknown.

15. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and assigns. In the event that ANHAM and ANHAM U.S.A. sell or in any way transfer ownership of all or any part of the business entities that are bound by this Agreement, ANHAM and ANHAM U.S.A. shall notify DLA in advance and shall require by the terms of the transfer that the new owner, in addition to ANHAM and ANHAM U.S.A. shall be bound by the terms and conditions of this Agreement, including, but not limited to, all reporting requirements.

16. In the event that ANHAM and ANHAM U.S.A. purchases or establishes new business units after the Effective Date of this Agreement, ANHAM and ANHAM U.S.A. shall implement in full all provisions of this Agreement with such units, including any training or education requirements, as quickly as reasonably possible following such purchase or establishment. If ANHAM and ANHAM U.S.A. are unable to complete implementation of this Agreement within sixty ( 60) calendar days following purchase or establishment of a new business unit, ANHAM and ANHAM U.S.A. shall provide a report in accordance with Article 7 hereof to DLA, explaining why such action could not be completed within the required timeframe, identifying the actions it has taken to date and the actions that remain outstanding, and providing an estimated time line for completion of the outstanding activities.

17. The companies' compliance with the terms and conditions of this Agreement shall constitute an element of the companies' present responsibility for Government contracting. Failure by ANHAM and ANHAM U.S.A. to meet its obligations under this Agreement, not corrected within fifteen (15) working days after notice by DLA of such non-compliance, constitutes a cause for suspension and/or debarment. This Agreement

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does not prevent a contracting officer, the SACI, or the Suspension and Debarment Official (SDO) for any other U.S. Government contracting agency from considering misconduct or questionable business practices on the part of or attributable to ANHAM and ANHAM U.S.A. that are discovered or otherwise become known to a contracting officer, the SACI, or an SDO after the Effective Date of this Agreement, regardless of when the misconduct or questionable business practices occurred, in determining whether ANHAM and ANHAM U.S.A. are presently responsible.

18. ANHAM and ANHAM U.S.A. represent that all written materials and other information supplied to DLA by its authorized representatives during the course of discussions with DLA preceding this Agreement and before the Effective Date of this Agreement are true and accurate, to the best information and belief of the companies' signatories to this Agreement. ANHAM and ANHAM U.S.A. understand that this Agreement is executed on behalf of DLA in reliance upon the truth and accuracy of all such representations.

19. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, whether oral or written, relating to the subject matters hereof.

20. The provisions of this Agreement in no way alter or diminish the rights and responsibilities of the United States to carry out its lawful functions in any proper manner.

21. Jay Ward, who is the current Chief Executive Officer of ANHAM and ANHAM U.S.A., and Gaven Jones, who is the President, Chief Operating Officer, and Chief Compliance Officer of ANHAM and ANHAM U.S.A., are fully authorized to execute this Agreement and represent that they have authority to bind ANHAM and ANHAM U.S.A.

22. In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction in any respect, such invalidity, illegality or unenforceability shall not affect other provisions of this Agreement.

23. Any notices or information required hereunder shall be in writing and delivered or emailed as follows:

Ifto ANHAM and ANHAM U.S.A., in care of:

Kelly E. Buroker, Esq. Vedder Price 1401 I Street NW Suite 1100 Washington, DC 20005 [email protected]

At any time during the pendency of this Agreement should ANHAM and ANHAM U.S.A. choose to no longer avail themselves of the services of VedderPrice in

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conjunction with this Agreement, ANHAM and ANHAM U.S.A. shall notify DLA of the same and shall also indicate the other person or entity they have chosen to represent the companies in this manner.

Ifto DLA, to:

B. Patrick Costello, Jr., Esq. Chief of Business Integrity and Procurement Fraud Defense Logistics Agency (DG) 8725 John J. Kingman Road, Suite 1644 Fort Belvoir, VA 22060-6221 Patrick. [email protected]

or such other address as either party shall have designated by notice in writing to the other party.

24. This Agreement is a public document and contains no information covered by a disclosure exemption under the Freedom of Information Act. Therefore, pursuant to the provisions of FAR 9.406-3(f), this Agreement between the parties shall be posted on the Federal Awardee Performance and Integrity Information System (FAPIIS), available at www.cpars.gov. Should DLA receive any Freedom oflnformation Act request(s) for documents in this matter other than this Agreement, ANHAM and ANHAM U.S.A. shall be given the opportunity to redact confidential, proprietary, or other sensitive information.

25. By signature hereto, Jay Ward and Gaven Jones understand the provisions of 18 U.S.C. § 1001 are applicable to the statements and representations contained herein.

26. This Agreement may be amended or modified only by a written document signed by both Parties.

FOR DEFENSE LOGISTICS AGENCY:

I date Matthew F. Pausch Special Assistant for Contracting Integrity

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FOR ANHAM and ANHAM U.S.A.:

May 17, 2019 Date

May17,2019

Date

CEO, ANHAM and ANHAM U.S.A.

Gaven Jones President, COO, and CCO, ANHAM

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