I appreciate the opportunity to assist you in this matter.

1. (a) Upon review of the presented Letter of Intent and applicable law, it

was clearly the intention of the parties to enter into a binding contract

within a 90-day period. Upon further review, Letter of Intent provides for,

however, under no circumstances obligates the parties to extend its terms.

The only concern I have is that the time frame indicated in § 3 is

summarized as the “Exclusivity Period”. Although, it is true that headings

are given for convenience purposes only, as I am not familiar with the

meaning this particular term may have in the Russian Jurisprudence, I would

suggest researching this issue prior to finalizing this matter.

In my understanding, relying on the American Jurisprudence, the parties were

not allowed to enter into similar agreements with any third party during the

stated 90-day period. If the same holds true for the Russian Jurisprudence,

than upon expatriation of the 90th day, the Letter of Intent terminates and

is no longer binding on the parties.

(b) This is important only if W___LLC is your client: As to the Fighter

being obligated to return the signing bonus, there are two concerns.

First, it does not state that this obligation survives the

termination/expiration of the Letter of Intent. However, since the

obligation is enforceable only upon termination/expiration of the Letter of

Intent, I do not think it would be a major issue. Second, and this is more

important, the refund is due only after failed “good faith negotiations”.

This is of concern because should the Fighter refuse to refund the money,

W___LLC would be required to prove that they attempted to negotiate in good

faith. Would they be able to do so? Have they actually attempted to

negotiate? Are there physical evidence (letters, meeting minutes and

ledgers, emails, faxes, etc.?)

2. In response to the second question, although neither the law nor the

Letter of Intent require it, I always send a brief letter to the other

party, without going into too much details, stating that upon the applicable

terms as stated in the Letter of Intent, the agreement between the parties

is null and void, request a prompt refund or refer to the payment being

submitted and thank for the efforts. That’s it. This way, there are no

further claims that the parties were verbally continuing to negotiate. Just

make sure that the termination notice is sent by verifiable means.

Let me know if I may be of any further assistance.

Very truly yours,

Olga Belenitsky, Esq.