Confidential November 20, 20## CDA WHEELHOUSE Fund II Limited Via email mile@w######.com Dear Paul, Intersection Capital LLC (“we,” “us” or “IC”) is pleased to serve as a presentation and general corporate advisor to CDA Wheelhouse Fund II Limited (“you” or the “Company”). This letter confirms the terms and conditions under which you engage us (the “Agreement” or the “Engagement Agreement”). 1. Our Services. As your presentation advisor, we will:

(a) Identify potential investors, and introduce and discuss the potential sale of shares or units by the Company or its related parties to the identified investors;

(b) Discuss presentation strategies with Company;

(c) Review structure of the offering; identify key merits of the investment narrative; assess potential issues impacting the offering; discuss presentation strategies with the representatives of the Company;

(d) Prepare and update written marketing materials describing the offering including the “Confidential Memorandum”, and supporting documents to the investment opportunity (the “Marketing Materials”);

(e) Identify prospective investors and strategic partners (the “Prospective Investors”) through discussions with the Company. Conduct primary public and private research on targets including the use of the Advisor databases. Create and circulate a master prospect list to include relationships the Company, Intersection and the results of public & private research.

(f) Market the Company’s offering to Prospective Investors on a blind basis, obtaining a prior signed “Confidentiality and Nondisclosure Agreement” from each Prospective Investor who wishes to obtain a Confidential Memorandum, and responding to Prospective Investor questions.

(g) Coordinate calls, conference lines and site visits for Prospective Investors to meet with Wheelhouse and/or the banking team.

(h) Secure an executed copy of subscription documents on a best efforts basis (the “Subscription Documents”) from Prospective Investors; negotiate on behalf of Wheelhouse to maximize the value of the investment.

2. Your Actions and Responsibilities. In connection with the Financing you:

(a) Will commit such time and resources as reasonably necessary or appropriate to ensure the success of the Project;

(b) Will furnish us with all information regarding the Company that we reasonably request and provide us, and selected investors approved by you, with reasonable access to the Company’s officers, key employees, accountants, and counsel;

(c) Represent and warrant to us that all such information furnished by you or on your behalf to us, when delivered, will be true and correct in all material respects to the best of your knowledge and will not contain any material misstatement of fact or omit to state any material fact necessary to make the statements contained therein not misleading. You will notify us promptly if you become aware of any material inaccuracy, misstatement or material omission in any information previously delivered to us;

(d) Represent and warrant that any projected financial information or other forward-looking information furnished by you or on your behalf to us, will have been prepared in good faith on reasonable assumptions derived from the best estimates and facts then available to your management and / or your professional advisers;

(e) Acknowledge and agree that we will use and rely upon information furnished to us by you and on information from generally recognized public sources in performing our services pursuant to this Agreement without independently verifying such information, and we will not make an appraisal of any of the Company’s assets or liabilities; and

3. Compensation. Engagement Fee. Company shall pay a fee equal to $75,000 (Upon execution of this Agreement) These fees are earned when paid and non-refundable.

Transaction Fees. $2.5 million by way of an options granting in Wheelhouse Limited upon the successful closing of the transaction. Terms including vesting to be determined between the parties.

4. Reimbursement of Expenses. In the case of approved expenses you will reimburse us periodically for our reasonable out-of-pocket expenses, not to exceed $1,000, incurred in connection with performing our services pursuant to this Agreement. You will reimburse us regardless if the Presentation is completed and will reimburse us within 10 days of receipt of our invoice.

5. Confidentiality. Covered under terms of Non-disclosure agreement previously executed between both parties.

6. Termination. This Agreement will automatically terminate on April 1, 2017. Notwithstanding the foregoing, sections 3 and 4 the preceding sentence in this section 6, and Section 7 and 8 will survive the termination of this Agreement. Section 5-Confidentiality will survive the termination of this Agreement for 2 years.

Please confirm that this Agreement accurately states the understanding and is accepted by the Company, by signing it in the space provided below and returning it to us. Thank you for placing your trust in Pitch Industries and Intersection Capital LLC and we look forward to working with you.

Sincerely, Understood and accepted as of the date above:

Intersection Capital, LLC CDA Wheelhouse Fund II Limited

(1)

By:_OREN KLAFF

Oren D. Klaff Director of Capital Markets Intersection Capital

By:_____ _____________________________

Title: _____________________________ Authorized Representative_________________________

WIRING INSTRUCTIONS Bank of America Intersection Capital Account: 16410##### Routing Transit Number (wire) 026009593 US DOLLARS SWIFT CODE: BOFAUS3N FOREIGN CURRENCY SWIFT CODE: BOFAUS6S BANK BRANCH Beverly Hills, CA Branch contact: Jim S.