DEAN LEDGER CHIEF EXECUTIVE OFFICER GLOBAL PHOTONIC ENERGY CORPORATION MEDFORD LAKES, NEW JERSEY 08055

Exhibit 10.17

 

October 1, 2013

XXXX XXXXXX

CHIEF EXECUTIVE OFFICER

GLOBAL PHOTONIC ENERGY CORPORATION

00 XXXXXXX XXXX XXX

MEDFORD LAKES, NEW JERSEY 08055

Dear Xxxx,

This Engagement Letter shall serve as our agreement that Global Photonic Energy Corporation (the “Client”) has retained Xxxxx Xxx & Company, Inc. (“Xxxxx Xxx”) to provide consulting services as described herein. The parties agree that this Engagement Letter and the attached Statement of Work (Attachment 1) and Terms of Business (Attachment 2) form the services agreement between Xxxxx Xxx and Client (collectively the “Agreement”) as of the Start Date (described below).

1. Scope of services. Xxxxx Xxx shall use its best efforts to provide Client the services as described in Attachment 1. These Services include: prelisting support and preparation, investor relations and capital markets consulting, market intelligence and analysis, financial communications support, and investor and analyst outreach and coordination. Services outside the scope of our Agreement are subject to additional or different fee arrangements which shall be agreed upon in writing by Client and Xxxxx Xxx prior to commencement of work.

2. Term. This Agreement is effective as of October 1, 2013 (the “Start Date”). This Agreement shall remain in effect for 27 consecutive months following the Start Date (the “Initial Term”). After the initial 12 months, Xxxxx Xxx and Client will review the amount of work conducted on the Client’s account and make reasonable adjustments to future work scope and/or fee structure that is agreeable to both parties. After the Initial Term, unless otherwise amended by the parties, this Agreement renews on a month to month basis; each renewal term being one calendar month (“Renewal Term”). During the Initial Term and subsequent Renewal Terms, either party may terminate this Agreement in accordance with the terms in Attachment 2.

3. Professional fees. Upon signing of this Agreement, Client shall pay Xxxxx Xxx $10,000, which shall be applied as payment for services during the first month (October 2013). Beginning on November 1, 2013, Client shall pay Xxxxx Xxx a retainer fee of $10,000 per month, which shall be billed on the first of each month and becomes due and payable within thirty (30) days. The retainer fee shall be pro-rated for any month in which services are provided for less than four weeks (28 days). In addition, the Client shall reimburse Xxxxx Xxx for reasonable and necessary out-of-pocket expenses and other charges in accordance with Xxxxx Xxx’x standard policies, as set forth in Attachment 2. Fees will be invoiced in U.S. Dollars and paid into Xxxxx Xxx’x bank account as identified on the invoice and exclude any applicable taxes and bank charges.

4. Equity consideration. Client shall also xxxxx Xxxxx Tao warrants to purchase 162,000 shares of common stock at an exercise price equivalent to the stock price set in the Client’s initial capital raise subsequent to the Start Date. These warrants shall vest on a monthly basis (6,000 per month) on the first day of each month during the Initial Term, beginning on October 1, 2013. These warrants shall expire on December 31, 2020.

5. Terms and conditions. Please reference Attachment 2 for important terms and conditions relating to this Agreement. Notices shall be provided as follows:

	To Xxxxx Xxx:	Xxxx Xxxxx		To Client:	Xxxx Xxxxxx
		000 Xxxxx Xxxxxxx Xxxx., Xxxxx 0000			00 Xxxxxxx Xxxx Xxx
		Orange, CA 92868			Medford Lakes, NJ 08055
		xxxxxx@xxxxxxxx.xxx			xxxxxxx@xxxxxxxxxxxxxx.xxx

If after full review, our Agreement is acceptable to you, please sign and return the enclosed and keep a copy for your records.

Sincerely,

XXXXX XXX & COMPANY, INC.			AGREED:  GLOBAL PHOTONIC ENERGY CORPORATION
BY:	/s/ Xxxx Xxxxx		BY:	/s/ Xxxx Xxxxxx
	Xxxx Xxxxx, Managing Partner			Xxxx Xxxxxx, Chief Executive Officer