Exhibit 10.17



 





 


This
CONSULTING AGREEMENT is made as of the 5th of December 2012 between Global Equity Partners Plc. a Seychelles
corporation having its principal place of business at Level 28, Al Habtoor Business Tower, Dubai Marina, Dubai, U.A.E. (hereinafter
referred to as “GEP”), and Scorpion Performance Inc. (hereinafter referred to as “SPI”
or “the Company”) located at NW 44th Avenue, Ocala, FL 34482, USA.


 


WHEREAS,
GEP is engaged in the business of providing financial, management consulting and advisory type services to small and medium
sized, private and publicly traded, national and internationally based companies; and


 


WHEREAS,
SPI is desirous of entering into an agreement retaining GEP;


 


WHEREAS,
GEP desires to accept such retention upon the terms and conditions hereinafter set forth:


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein contained, it is agreed as follows:


 


	1.	Appointment


 


GEP
is hereby engaged by SPI as its corporate finance adviser in relation to an IPO on to the DUBAI NASDAQ.


 


The
Company agrees not to appoint and not to instruct any other person on its behalf to appoint any other person as arranger/ advisor
for such purpose at any time during the Engagement Period without GEP’s specific consent, such consent not to be unreasonably
withheld. Further, during the Engagement Period the Company itself shall ensure that no other person on its behalf instructs any
other agents, intermediaries or advisors in relation to the specific above stated objectives of this engagement without GEP’s
prior written approval.


 


The
Company shall promptly inform GEP of all information, inquiries and proposals it has received before or receives at any time during
the engagement period with respect to the specific objectives of this engagement.


 


GEP
shall inform the Company on a regular basis of any information that may come to its attention regarding the objectives of this
engagement during the engagement period.


 


	2.	Services
    to be provided by GEP


 


GEP
will act as corporate finance adviser to the Company in connection with the objectives of this engagement. As such, GEP will use
all reasonable endeavors to provide the following advice, assistance and services:


 


	a)	GEP
    shall advise the Company on structuring and arranging the objectives of this engagement. Additionally, as arranger, GEP shall
    assist in the preparation and authorization of documentation, as required.


 


    	Global Equity Partners Plc.
Level 28 – Al Habtoor Business Tower, PO Box 28905, Dubai Marina, Dubai, UAE.
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	b)	GEP
    shall use reasonable efforts through its marketing and public relations contacts to support and market the Company including:


 


	 	(i)	Where
    appropriate, arrange meetings and assist in presentations.
	 	(ii)	Assist
    the Company, the Directors and their advisors in negotiating definitive documentation. 
	 	(iii)	Take
    such other actions as are reasonably necessary to give effect to the foregoing. 


 


The
Company will give GEP reasonable and prompt co-operation and assistance to support GEP in the provision of its services hereunder
and keep GEP informed of all developments relevant to the objectives of this engagement (“the Services”).


 


	c)	The
    Company acknowledges that this engagement letter does not constitute any understanding or commitment whatsoever by GEP, or
    any of its respective affiliates, to participate financially in any way in the objectives of this engagement. 
	 	 
	d)	At
    the Company’s option, GEP agrees to introduce to the Company professional advisers to include but not be limited to
    reporting accountants, auditors, lawyers and registrars, it being understood that all fees in connection with such professional
    advice will be borne by the Company.
	 	 
	e)	At
    the Company’s option, GEP agrees to provide assistance in the marketing of the Company’s product, any such assistance
    to be governed by a separate agreement.
	 	 
	f)	GEP
    shall on a best efforts basis seek to provide or make relevant introductions to provide:


  


	 	●	Any
    finance required for the listing and additional finance as agreed with the company for 
	 	 	 
	 	●	Ongoing
    development pre listing. Post listing finance is by separate negotiation. 


  


	g)	GEP’s
    standard protocol for Companies seeking a public listing on a Public Exchange is as follows:


 


	 	1.	Comprehensive
    Due Diligence for an IPO on to the DUBAI NASDAQ.
	 	2.	Assisting
    with the following:


 


	 	●	Prospectus
    Preparation
	 	●	Prospectus
    legal review for local regulation and compliance
	 	●	Prospectus
    Vetting by DFSA
	 	●	Prospectus
    approval and all regulatory documents submitted to the DFSA.
	 	●	Application
    for listing 
	 	●	Road
    shows arranged in Dubai with Intuitional Investors
	 	●	Application
    to trade


 





 




    	Global Equity Partners Plc.
Level 28 – Al Habtoor Business Tower, PO Box 28905, Dubai Marina, Dubai, UAE.
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	3.	Fees
    and Expenses


 


In
consideration of GEP providing the Services, the Company will pay GEP $340,000 in total. This amount will be divided into
the following payments:


 


	 	a)	An
    initial payment of $25,000 will become due the day that this agreement is signed and a second payment of $145,000
    will become due no later than December 20, 2012.


  


This
amount contemplates the following work:


 


	 	●	Comprehensive
    collection of Due Diligence materials.
	 	●	Sourcing
    a local Sponsor that will sponsor the public listing.
	 	●	Preparation
    and review of Due Diligence materials for Sponsor and ultimately legal counsel.
	 	●	Appointment
    of local counsel.
	 	●	Prospectus
    review by local counsel.
	 	●	Prospectus
    preparation in line with local regulation by legal counsel.
	 	●	Full
    review of Prospectus and Due Diligence document in tandem
	 	●	Initial
    DFSA fee for prospectus submission.
	 	●	Translations
    of all documents into Arabic
	 	●	Liaising
    with all parties for acceptance of Prospectus.


 


	 	b)	$85,000
    will become due the day the Prospectus is ready for submission to the DFSA. This amount contemplates the following work:


 


	 	●	Final
    Settlement of all final legal fees.
	 	●	Final
    local disbursements.
	 	●	NASDAQ
    initial Submission fee.
	 	●	Prospectus
    and paperwork review prior to submission to NASDAQ.
	 	●	Liaising
    with NASDAQ, DFSA, legal and investors
	 	●	Upon
    Submission of final paperwork to NASDAQ Dubai and application to trade an amount of $70,000 is due to the exchange for the
    first years Market fees. This charge is included in the second $170,000 invoice from GEP, subsequent years are charged at
    $20,000 annually in advance to the exchange.


  


	 	c)	A
    further $85,000 will become due the day that the company is fully listed on the Dubai NASDAQ.
	 	 	 
	 	d)	A
    fee of 5% of the Public Company’s total diluted issued and outstanding share capital of the Company after the
    IPO. This initial fee will be issued to Global Equity Partners Plc. out of treasury prior to the Company being
    fully listed on the Dubai NASDAQ.
	 	 	 
	 	e)	A
    fee of 5% of the Public Company’s total diluted issued and outstanding share capital after any secondary or
    subsequent rounds of investment or financing up to 50 million dollars. This fee will be issued to Global Equity Partners
    Plc. out of treasury within 7 days of any financing drawdown.


 




    	Global Equity Partners Plc.
Level 28 – Al Habtoor Business Tower, PO Box 28905, Dubai Marina, Dubai, UAE.
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In
addition SPI agrees to pay accountants, sponsors, auditors and any other fees that may arise if any valuations are required.


 


In
the event that GEP provides the Services hereunder and such objectives of this engagement thereafter do not proceed owing to a
material or adverse change in the structure of the Company or to any failure on the part of the Company to close on such Acquisition,
the Company shall be required to pay to GEP a cancellation fee of $50,000 (Fifty Thousand Dollars).


 


All
fees shall be paid in USD$ or an alternative currency using the days prevailing interbank exchange rate. All out of pocket expenses
to be reimbursed to GEP shall be reimbursed in the currency in which they were incurred.


 


	4.	Engagement
    Period and Termination 


 


GEP’s
engagement hereunder shall become effective on the date the Company executes and delivers this engagement letter to GEP and shall
remain in effect until termination in accordance with the following provisions:


 


	 	●	Termination
    of this agreement shall occur on the following events/circumstances: On the date 90 (ninety) days following execution
    by the parties of the present agreement, provided at least 30 (thirty) days prior to such date, at least one of the parties
    has served notice in writing on the other that it wishes the engagement to terminate on such date. Where no such notice is
    served by either party as aforesaid, the engagement shall remain in effect for another 90 days from such date, under the same
    terms and conditions as set out in this engagement letter; 
	 	 	 
	 	●	GEP
    shall be entitled to terminate: In the event there has been a material breach of the terms of the engagement letter by
    the Company; otherwise, subject to the minimum term established in this contract, at any time as GEP so wishes on giving 30
    (thirty) days written notice to the Company.
	 	 	 
	 	●	The
    Company shall be entitled to terminate: In the event there has been a material breach of the terms of the engagement letter
    by the Company; otherwise, subject to the minimum term established in this contract, and to giving 30 (thirty) days
    written notice to GEP, in the event that the Company in its discretion no longer wishes to proceed with the objectives of
    this engagement / contract, in which event the cancellation fee specified in this contract hereof will become immediately
    payable. 
	 	 	 
	 		At
    any time but without prejudice to the foregoing as specifically agreed between the parties in writing. 
	 	 	 
	 		Upon
    termination of this engagement letter, neither party shall have any continuing liability or obligation to the other. 


 




    	Global Equity Partners Plc.
Level 28 – Al Habtoor Business Tower, PO Box 28905, Dubai Marina, Dubai, UAE.
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	5.	Information
    and Co-operation


 


In
connection with GEP’s engagement hereunder, the Company shall provide GEP with such information and documents as GEP may
consider necessary or desirable in order to enable it to provide the Services and to carry out its duties and responsibilities
hereunder. In particular, and without prejudice to the generality of the foregoing, the Company will promptly furnish GEP with
such information as GEP may request in order to permit GEP to assist the Company in preparing any material required for the Acquisition
(collectively, the “Acquisition Documents”).


 


The
Company will be solely responsible for the contents of any Acquisition Documents and the Company represents and warrants to GEP
that the Acquisition Documents will, as of the date of any marketing, distribution of the Acquisition Documents or completion,
or preparation of the Acquisition, be true and accurate in all material respects, not omit any material fact and not be misleading
in any respect and, with respect to any financial projections, the Company represents that they have been, or will be, prepared
in good faith on the basis of reasonable assumptions. The Company agrees to advise GEP promptly of the occurrence of any event
or any other change known to the Company which results in any of the Acquisition Documents containing any untrue statement of
a material fact or omitting to state a material fact the omission of which would render any statements contained therein, in light
of the circumstances under which they were made, misleading and in such event the Company shall provide corrective information
to GEP suitable for inclusion in a supplemental information statement. For purposes of this paragraph notification by the Company
must be made directly to GEP and GEP shall not be deemed notified solely as a result of action, notice or the constructive knowledge
of any of its Related Parties.


 


The
Company acknowledges that GEP (i) will use and rely upon the information provided by the Company or on its behalf which will comprise
the Acquisition Documents absolutely and without GEP itself independently verifying any of the same, (ii) does not itself assume
any responsibility for the accuracy of completeness of the Acquisition Documents.


 


The
Company hereby authorizes GEP to provide the Acquisition Documents on its behalf to those concerned with the Acquisition. GEP
shall each have the right to review and be required to approve all Acquisition Documents and every form of letter, circular, notice,
memorandum or other written communication from the Company or any person acting on its behalf in connection with the Acquisition
and the persons to whom any of the foregoing are to be directed, such approval not to be unreasonably withheld.


 


The
Company shall at all times use its efforts to assist GEP in providing the Services and in carrying out its duties, functions and
responsibilities hereunder and shall co-operate and use all reasonable efforts to assist GEP in complying with the applicable
laws of any jurisdiction in which GEP operating.


Confidentiality


 


GEP
acknowledges that, in performing its duties from time to time hereunder, it shall receive from the Company certain information
relating to the Company, the Acquisition and otherwise to the transactions contemplated by this engagement letter.


 


For
purposes of this paragraph, all such information, except for information which


 


	 	(i)	Is
    comprised in Acquisition Documents as approved by the Company.


 




    	Global Equity Partners Plc.
Level 28 – Al Habtoor Business Tower, PO Box 28905, Dubai Marina, Dubai, UAE.
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	 	(ii)	GEP
    is otherwise authorized by the Company to disclose to third parties otherwise than on a confidential basis.
	 	(iii)	Is
    or becomes generally available to the public other than as a result of a disclosure by GEP where such disclosure is not permitted.
    
	 	(iv)	Is
    or becomes available to GEP on a non-confidential basis from a person or entity other than the Company, is hereinafter referred
    to as “Confidential Information”. 


 


GEP
shall keep the Confidential Information confidential and not without the Company’s prior consent, except as required by
law, legal process, or regulatory authority:


 


	 	(i)	disclose
    or reveal any Confidential Information to any person, firm or entity other than those employees, agents or advisors of GEP
    who are actively and directly participating in the transactions contemplated by this engagement letter or who otherwise need
    to know the Confidential Information for the purpose of evaluating, structuring or reviewing any portion of the objectives
    of this engagement or GEP’s role with respect thereto.
	 	(ii)	Use
    Confidential Information for any purpose other than in connection with the transactions contemplated by this engagement letter.
    


  


If
GEP’s engagement is terminated at any time, GEP shall continue to maintain the Confidential Information in confidence in
accordance with the terms of this engagement letter and, upon the written request of the Company, such Confidential Information
and all copies thereof as are held by GEP, will be returned to the Company, or destroyed by GEP, provided, however, that GEP may
retain one copy of the Confidential Information in the files of its general counsel for compliance purposes or for the purpose
of defending or maintaining any litigation relating to this engagement letter.


 


If
GEP should decide that any such Confidential Information should be included in any documents pertaining to the objectives of this
engagement, and the Company withholds its consent to such disclosure or refrains from co-operating fully in such disclosure, GEP
may immediately terminate the Services and the Company shall immediately reimburse all GEP’s fees and expenses due.


 


The
Company agrees that this engagement letter (including the fact of its existence and its terms and conditions), and the services
it describes, together with any related information or documents, constitute confidential and propriety information of GEP. The
Company further agrees that its written and verbal reports to the Company and all writings prepared by or on behalf of GEP and
furnished to the Company in connection with GEP’s engagement hereunder (collectively the “GEP Information”)
shall be kept confidential and the Company shall not without GEP’s prior written consent, except as required by law, legal
process or a regulatory authority, (i) disclose or reveal any GEP information to any person, firm or entity other than those employees,
agents or advisors of the Company who are actively and directly participating in the transactions contemplated by this engagement
letter or otherwise needed to know the GEP information for the purpose of evaluating, structuring or reviewing any portion of
the work carried out by GEP (objectives of this engagement) or the Company’s participation with respect thereto, or (ii)
use the GEP Information for any purpose other than in connection with the transactions contemplated by this engagement letter.


 




    	Global Equity Partners Plc.
Level 28 – Al Habtoor Business Tower, PO Box 28905, Dubai Marina, Dubai, UAE.
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	6.	Related
    Parties.


 


GEP
acknowledges that it will take all reasonable steps to ensure that any Confidential Information obtained from the Company shall
not be disclosed to the Related Parties, except as permitted under point 6 of this agreement.


 


	7.	Indemnification.


 


The
Company agrees to indemnify and hold harmless GEP, each of its Related Parties and each of its or their directors, officers, employees,
agents and affiliates (each an “Indemnitee”) in respect of any and all actions, claims losses, liabilities, damages,
costs, charges and expenses whatsoever which any Indemnitee may suffer or incur or which may be made against any Indemnitee relating
to or arising from GEP’s engagement, the provision of the Services, any acquisitions or otherwise from the arrangements
contemplated by this engagement letter or any acts or omissions of any Indemnitee otherwise requested by the Company or any of
the Company’s affiliates pursuant to or in connection therewith, provided that the Company shall not be liable under this
indemnity to the extent any such action, claims, losses, liabilities, damages, costs, charges, or expenses are attributable to
the gross negligence or willful misconduct of such Indemnitee. The indemnity in this paragraph is given to GEP in its own right
and as trustee for each other Indemnitee.


 


	8.	Due
    Diligence and Information.


 


The
Company shall not be responsible for any due diligence in relation to the transaction and the Company acknowledges that any advice
given by GEP, on the structuring of the objectives contemplated in this contract, shall be based on information provided by the
Company.


 


	9.	Conflicts.


 


The
Company acknowledges that, in addition to GEP acting as arranger under this engagement letter, other members of the GEP group
of companies may have other roles in relation to the Acquisition or provide other services to the Company or its affiliates or
to other persons who may have a role or participation in any or all objectives contemplated in this agreement, and the Company
hereby on its own behalf and on behalf of its affiliates waives any claim against GEP in undertaking any such other roles.


 


	10.	Limited
    GEP Role.


 


It
is expressly agreed and understood that GEP is not providing nor is the Company relying on GEP for legal, accounting, tax or other
advice and that the Company will rely on the advice of its own professionals and advisors as it considers appropriate for such
matters and will make an independent analysis and decision regarding the objectives contemplated in this agreement in relation
to such matters based on such advice.


 


The
determination whether to accept any proposals, presentation or recommendations arising out of GEP’s services under this
engagement letter shall be made by the Company in its sole discretion, and the Company shall have the option, at its sole discretion,
to accept, reject or modify any such proposals, presentations or recommendations rendered to it by GEP.


 


Nothing
in this engagement letter shall give rise to any liability or responsibility on the part of GEP for the success or otherwise of
the objectives contemplated in this agreement.


 




    	Global Equity Partners Plc.
Level 28 – Al Habtoor Business Tower, PO Box 28905, Dubai Marina, Dubai, UAE.
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	11.	GEP
    Affiliates.


 


The
Company hereby acknowledges and agrees that GEP may perform the services, contemplated to be rendered by it, under this engagement
letter through selected affiliates within the host country of listing. In connection therewith but at all times subject to the
confidentiality obligations set out herein, GEP may share any information on matters relating to the Company with such affiliates.


 


	12.	Modification
    of Agreement.


 


This
engagement letter may be modified, amended or superseded only in writing signed by both the parties hereto and expressly referring
to this engagement letter.


 


	13.	Brokers.


 


The
Company represents and warrants that there have been no other brokers or agents engaged by it or by any other person on its behalf
in connection with the transactions contemplated by this engagement letter, other than those specifically advised.


 


The
Company shall indemnify and hold GEP for itself and on trust for each of its Related Parties (each an “Indemnitee”)
harmless against the claim of any broker or agent claiming to have acted on behalf of the Company or any of its affiliates in
connection with the Acquisition, and against the claim of any other party (other than a party expressly engaged by GEP) claiming
to be entitled to any fees or expenses in connection with the objectives contemplated in this agreement and against all costs,
charges and expenses incurred by each Indemnitee in relation thereto.


 


	14.	Authority.


 


The
Company represents and warrants to GEP that its entry into and delivery of this engagement letter has been duly authorized. GEP
represents and warrants to the Company that GEP’s entry into and delivery of this engagement letter has been duly authorized.


 


	15.	No
Agency.


 


Notwithstanding
the identification of GEP as arranger for the objectives contemplated in this agreement, GEP will act under this engagement letter
solely as an independent contractor. The execution of this engagement letter shall not authorize any party to act as or hold themselves
to act as an agent or fiduciary, and GEP shall not be or be deemed to be an agent or fiduciary of the Company.


 


	16.
    	Taxes:
    Payments Free and Clear.


 


All
payments by the Company under this engagement letter shall not be subject to any counter-claim or set-off for, or be otherwise
affected by, any claim or dispute relating to any matter and will be made free and clear of and without deduction for any and
all present or future taxes, levies, imposts, deductions, charges over holdings, and all liabilities with respect thereto (together
“Taxes”).


 




    	Global Equity Partners Plc.
Level 28 – Al Habtoor Business Tower, PO Box 28905, Dubai Marina, Dubai, UAE.
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If
the Company shall be required by law to deduct any Taxes from or in respect of any sum payable to GEP hereunder, the sum payable
shall be increased as may be necessary so that after making all required deductions, GEP receives an amount equal to the sum it
would have received had no such deductions been made. In addition, the Company agrees to pay any present or future stamp or sales
taxes or any other excise taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery
or registration of, or otherwise with respect to this engagement letter at the same time as payment or reimbursement of any fees,
costs and expenses payable hereunder.


 


The
Company shall pay for any Value Added Taxes or other form of duty or sales tax which is required to be levied thereon.


 


	17.
    	Disputes.


 


Any
disputes or complaints (with all relevant details) must be in writing and should be referred in the first instance to the Compliance
Officer of GEP. Should the Company be dissatisfied with the handling of the dispute, the Company has the right to refer the matter
to the Directors of GEP. As the Company is classified as either an Intermediate Customer or Private Expert Client and thereby
an Intermediate Customer the Company waives the right to the services of any Financial Ombudsman Service (FOS) and compensation
under the any regulatory regime.


 


	18.	Assignment.


 


This
engagement letter shall be binding upon and inure to the benefit of the parties hereto and may not be assigned by either party,
without the prior written consent of the other party.


 


	19.	Entire
Agreement.


 


This
agreement supersedes any and all discussions, written or oral, between the parties hereto and sets out the entire agreement of
the parties relating to the subject matter of this engagement letter.


 


	20.	Counterparts.


 


This
agreement may be executed in counterparts, each of which shall be deemed an original and all of which counterparts shall constitute
one and the same document.


 


	21.	Applicable
Law.


 


The
laws of the United Kingdom apply to this agreement


 




    	Global Equity Partners Plc.
Level 28 – Al Habtoor Business Tower, PO Box 28905, Dubai Marina, Dubai, UAE.
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	22.	GEP
bank account details.


 


	Bank:	ABN
    AMRO Bank (Luxembourg) S.A. 
	 	46
    Avenue JF Kennedy,
	 	L-1855
    Luxembourg,
	 	Luxembourg.
	 	 
	Beneficiary:
    	Global
    Equity Partners Plc.
	 	 
	Beneficiary ́s
    Address:	Level
    28, Al Habtoor Business Tower,
	 	Dubai
    Marina,
	 	Dubai,
    U.A.E.
	 	 
	Account
    Number:	********
	 	 
	IBAN:	******************
	 	 
	SWIFT:	**********


 


Please
indicate the Company’s acceptance of the provisions of this engagement letter by signing as indicated and in accordance
with the provisions set out below:


 


This
engagement letter is hereby executed and delivered by the parties as a Deed on the date and year of acceptance of the terms of
this letter by the Company as indicated by the date of its signature below:


 


EXECUTED
AND DELIVERED AS A DEED 


by
Global Equity Partners


 


	/s/ Mr.
    Peter Smith	 
	Mr.
    Peter Smith - CEO 	 


 


Date
December 5, 2012


 


EXECUTED
AND DELIVERED AS A DEED


By
Scorpion Performance Inc.


 


	/s/ Mr.
    Luke Whalen	 
	Mr.
    Luke Whalen - CEO	 


 


Date _______________


 




    	Global Equity Partners Plc.
Level 28 – Al Habtoor Business Tower, PO Box 28905, Dubai Marina, Dubai, UAE.
10