BROIDY CAPITAL MANAGEMENT CONSULTING AGREEMENT This Agreement is made this 12th day of June 2014, by and between Quillas Equities, SA. (the ?Company?), a corporation organized and existing under the laws of the British Virgin Islands located at 30A St. UMM Sequim Third PO. Box 929005, Jumeriah, Dubai, UAE, and Broidy Capital Management, LLC, located at 1801 Century Park East, Suite 2150, Los Angeles, CA 90067?2343( ?Consultant?). The Consultant is an investment banking and money management ?rm that also provides advisory and strategic consulting services to its clients. It is managed by Elliott B. Broidy. WHEREAS, the Consultant has many years of investment banking and money management, experience; WHEREAS, the Consultant?s owner, Elliott Broidy, possesses expertise in international investments and American politics, and served as Finance Chair of the Republican Party and has access to US. politicians and government agencies; WHEREAS, the Company desires that the Consultant and its principal provide advice and assistance to the Company in Consultant?s area of expertise; and WHEREAS, the Consultant desires to provide such advice and assistance to the Company under the terms and conditions of this Agreement; NOW, THEREFORE, the Company and the Consultant hereby agree as follows: Ft 1. Consulting Services. Subject to the terms and conditions of this Agreement, the Company hereby retains Consultant as an advisor to perform the consulting services speci?cally set out in Exhibit-A attached to this Agreement and made a part hereof (hereafter referred to as the ?Services?), as said Exhibit-A may be amended in writing from time to time, and Consultant agrees, subject to the terms and conditions of this Agreement, to render such Services during the term of this Agreement. Such services shall be limited to the area of expertise described in Exhibit?A (the ?Field?), as amended from time to time. Consultant shall render services hereunder at such times and places as shall be mutually agreed by Company and Consultant. Consultant?s commitment hereunder shall be for a period of 5 (five) years from the date of the execution of this Agreement. It is understood that the purpose of the Services is to provide regular political and business analysis, political advocacy, investment advice, and money management to the Company and its af?liates, including but not limited to ICU Holdings, Ltd. (BVI) and VTB Bank and its affiliates. To that end, the Company shall provide Consultant, in advance of meetings, with accurate, unbiased and suf?cient information for Consultant to review the subject matter thereof, and shall provide further information that Consultant reasonably deems relevant to forming any pertinent conclusions relevant the Company. It is expressly understood that Consultant has no ?duciary obligation to the Company or its af?liates, but instead a contractual one described by the terms of this Agreement; that Consultant?s role is to provide independent advice unin?uenced by other commercial concerns money management services; and that service as a Consultant does not require him to be a direct advocate for Company or its af?liates in any public forum. The Company expressly agrees that under Cd. no circumstances will this role be compromised or inaccurately represented. 2. Consultant Compensation and Expenses. In consideration of the Services to be provided by Consultant to the Company hereunder, the Company shall pay to Consultant $2,500,000 (two-million ?ve hundred thousand US. Dollars) per annum, to be paid bi- annually as directed by Consultant as set out in Exhibit- B, attached to this Agreement and made a part hereof as said Exhibit-B may be amended in writing from time to time. An attorney trust account or similar third-party ?duciary bank account shall be set up in a jurisdiction set out in Exhibit-B for the wire of the funds pursuant to this Agreement. The Company shall reimburse Consultant for reasonable travel and other expenses Consultant incurs in connection with performing the Services. To obtain reimbursement, Consultant shall submit to the Company, or his or her designee, an invoice describing services rendered and expenses incurred under this Agreement. Company shall provide any documentation requirements and any travel policy restrictions to consultant in writing contemporaneously with the signing of this Agreement, or be foreclosed from relying on such requirements and restrictions to deny reimbursement. The Company or any designee shall pay to Consultant invoiced amounts within 10 (ten) days after the date of invoice. The Company will accommodate Consultant?s request to arrange, at Company?s expense, for all of Consultant?s travel and accommodations in connection with such meetings if they occur outside the Los Angeles area. All travel for Mr. Broidy shall be arranged at executive level, with all airline transportation to be First Class of service or equivalent. 3. Independent Contractor. In order to enter into this Agreement with Consultant, the Company therefore further acknowledges and agrees that in the event that any con?ict should arise between the duties set forth in this Agreement and Consultant?s obligations to other clients, Consultant shall apprise all parties of the con?ict and will either obtain a written waiver or will withdraw from services that are deemed to be a cause of con?ict of interest. Consultant acknowledges that the Company does not desire to acquire any trade secrets, know-how, con?dential information, or other intellectual property that the Consultant may have acquired from or developed for any third party (?Third-Party Information?). The Company agrees that in the course of providing the Services, Consultant shall not be required to use or disclose any Third-Party Information, including without limitation any intellectual property of any former or current employer, (ii) any person for whom the Consultant has performed or currently performs consulting services, or any other person to whom the Consultant has a legal obligation regarding the use or disclosure of such intellectual property. 6. Con?dential Information. The parties acknowledge that in connection with Consultant?s Services, the Company may disclose to Consultant con?dential and proprietary information and trade secrets of the Company and its af?liates, and that Consultant may also create such information within the scope and in the course of performing the Services (hereinafter, subject to the exceptions below, ?Company Confidential Information?). Such information may take the form of, for example: data concerning third party ?nancial information provided by the Company; the Company?s and its principals? and af?liates business and political relationships; the Company?s manufacturing strategies and processes; the Company?s marketing plans; non-public geopolitical information; the Company?s past, present and future business plans; the Company?s strategy for its clients; or the Company?s forecasts of sales and sales data. Notwithstanding the above, the Company acknowledges and agrees that none of the information described in this Paragraph 6 (except Con?dential Information created by Consultant) will be considered Company Con?dential Information for purposes of this Agreement, unless the information is disclosed to Consultant by the Company in writing and is clearly marked as con?dential, or, where verbally disclosed to Consultant by the Compan is followed within thirty (30) days of such verbal disclosure by a writing from the Company con?rming such disclosure and indicating that such disclosure is con?dential. Subject to the terms and conditions of this Agreement, Consultant hereby agrees that during the term of this Agreement and for a period of 5 years thereafter: Consultant shall not publicly divulge, disseminate, publish or otherwise disclose any Company Con?dential Information without the Company?s prior written consent; and (ii) Consultant shall not use any such Company Con?dential Information for any purposes other than consultation with the Company. Notwithstanding the above, the Company and Consultant acknowledge and agree that the obligations set out in this Paragraph 6 shall not apply to any portion of Company Con?dential Information which: was at the time of disclosure to Consultant part of the public domain by publication or otherwise; or (ii) became part of the public domain after disclosure to Consultant by publication or otherwise, except by breach of this Agreement; or was already properly and lawfully in Consultant?s possession at the time it was received from the Company; or (iv) was or is lawfully received by Consultant ?om a third party who was under no obligation of con?dentiality with respect thereto; or (V) was or is independently developed by Consultant without reference to Company Con?dential Information; (vi) is required to be disclosed by law, regulation or judicial or administrative process; or Notwithstanding any other term of this Agreement, the Company agrees that it shall not disclose to Consultant any information which is Company Con?dential Information: except to the extent necessary for Consultant to ful?ll Consultant?s obligations to the Company under this Agreement; or (ii) unless Consultant has agreed in writing to accept such disclosure. All other information and communications between the Company and Consultant shall be deemed to be provided to Consultant by the Company on a non- con?dential basis. The Company also agrees that Consultant may share the terms of this agreement on a con?dential basis with its legal and ?nancial advisors, insurers and other third parties who have a legitimate need to know about them, and that Consultant may disclose the existence and general nature of his consulting arrangement with the Company?s key employees. The Company further agrees that Consultant shall not be liable to the Company or to any third party claiming by or through the Company for any unauthorized disclosure or use of Company Con?dential Information which occurs despite Consultant?s compliance with Consultant?s obligations under this Agreement. Upon termination of the Agreement, or any other termination of Consultant?s services for the Company, all records, drawings, notebooks and other documents pertaining to any Con?dential Information of the Company, whether prepared by Consultant or others, and any material, specimens, equipment, tools or other devices owned by the Company then in Consultant?s possession, and all copies of any documents, shall be returned to the Company, except Consultant may keep one copy of all documents for his or her ?les (which copy shall be subject to the con?dentiality and non-use requirements set out in this Agreement). All substantive communication between Consultant and the Company or on its behalf shall be conducted in non-electronic form. 7. Term. This Agreement shall remain in effect for a term of 5 years commencing on the date ?rst written above, unless sooner terminated as hereinafter provided, or unless extended by agreement of the parties. This Agreement may be terminated by either party, with cause, upon thirty (30) days prior written notice to the other; provided that if Consultant terminates this Agreement, Consultant shall, in accordance with the terms and conditions hereof, nevertheless wind up in an orderly fashion assignment for the Company which Consultant began prior to the date of notice of termination hereunder. (0) Upon termination of this Agreement for any reason, Consultant shall be entitled to receive such compensation and reimbursement, if any, accrued under the terms of this Agreement, but unpaid, as of the date Consultant ceases work under this Agreement. In addition, Consultant shall be reimbursed for any non - cancellable obligations, any cancellation penalties, and, unless Consultant terminates the agreement without cause, any expenditures reasonably made in order to perform the Services that were to occur had cancellation not occurred. 8. Other Agreements. The Company shall not use Consultant?s name or depiction, or the name, logos, trademarks, or depictions Consultant or of Elliott Broidy, or any other officer, director, employee, appointee, medical staff member of employee of either, or any adaptation thereof, in any promotional, advertising or marketing literature, provided however that in neutral circumstances that do not imply endorsement or advocacy, or otherwise misrepresent the terms of this Agreement or Consultant?s role, the Company may accurately state that Consultant is a consultant to Company, and list his or her professional degrees and titles. No alteration or modi?cation of this Agreement, including Exhibit-A hereto, shall be valid unless made in writing and executed by Consultant and the Company. Consultant and the Company mutually represent that to the best of their knowledge neither currently has any agreement with, or any other obligation to, any third party that con?icts with the terms of this Agreement. The parties agree that they shall not intentionally and knowingly enter into any such agreement. The laws of the State of California shall govern this Agreement. Any notice or other communication by one party to the other hereunder shall be in writing and shall be given, and be deemed to have been given, if either hand delivered or mailed, postage prepaid, certi?ed mail (return receipt requested) or sent by FedEx, UPS or DHL. The parties acknowledge that the Services are personal in nature, and that from Consultant?s perspective the speci?c identity of the Company, including its leadership, corporate culture and reputation, is material to Consultant?s choice to enter into this Agreement. 10 Therefore, the parties expressly agree that no party may assign this Agreement without the written consent of the other. IN WITNESS WHEREOF, the parties have executed this Agreement on the dates indicated below. Broidy Capital Management, LLC .n ,z T7 ,1 By: Mame r; 14/ Elliott B. Broidy Its: President Date: June 12, 2014 Quillas Equities, SA y: nea-w?i-?Le Its: Director and Representative Date: June 12, 2014 Exhibit-A? Consulting Activities Consultant shall provide analysis of political and economic climate in US. to the Company on at least quarterly basis, and shall advocate company interests to US. government politicians and institutions; Consultant shall make investment recommendations in US. and the Middle East for the Company and its clients. Exhibit-B? Payments for Services The Company shall set up an account with a reputable European banking institution which will either be set up as an escrow or an attorney trust account, and shall make a deposit of at least 2.5 years of consulting payments into said account. Funds will be disbursed semi-annually as directed by Consultant.