Exhibit
10.17


 


 


 


October
1, 2013


 


DEAN LEDGER


CHIEF EXECUTIVE
OFFICER


GLOBAL PHOTONIC
ENERGY CORPORATION


20 TRADING
POST WAY


MEDFORD
LAKES, NEW JERSEY 08055


 


Dear
Dean,


 


This
Engagement Letter shall serve as our agreement that Global Photonic Energy Corporation (the “Client”) has retained
Tobin Tao & Company, Inc. (“Tobin Tao”) 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 Tobin Tao and Client (collectively the “Agreement”) as of the Start Date (described below).


 


		1.	Scope
                                         of services. Tobin Tao 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 Tobin Tao 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, Tobin Tao 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 Tobin Tao $10,000, which shall
                                         be applied as payment for services during the first month (October 2013). Beginning on
                                         November 1, 2013, Client shall pay Tobin Tao 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 Tobin Tao
                                         for reasonable and necessary out-of-pocket expenses and other charges in accordance with
                                         Tobin Tao’s standard policies, as set forth in Attachment 2. Fees will be invoiced
                                         in U.S. Dollars and paid into Tobin Tao’s bank account as identified on the invoice
                                         and exclude any applicable taxes and bank charges.



 


		4.	Equity
                                         consideration. Client shall also grant Tobin 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
    Tobin Tao:	Mark
    Tobin	 	To
    Client:	Dean
    Ledger	 
	 	 	500 State College Blvd., Suite 1100	 	20
    Trading Post Way	 
	 	 	Orange,
    CA 92868	 	 	Medford
    Lakes, NJ 08055	 
	 	 	mtobin@tobintao.com	 	 	dledger@globalphotonic.com	 


 


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


 


Sincerely,


 


	TOBIN
    TAO & COMPANY, INC.	 	AGREED:  GLOBAL
    PHOTONIC ENERGY CORPORATION
	 	 	 	 	 
	BY:	/s/
    Mark Tobin	 	BY:	/s/
    Dean Ledger
	 	Mark
    Tobin, Managing Partner	 	 	Dean
    Ledger, Chief Executive Officer