Exhibit 10.17


 


PORTFOLIO ADVISORS ALLIANCE, INC.


330 Madison Avenue, 6th Floor


New York, New York 10016


Tel.: (212) 812-8900 / (800) 804-2595


Fax: (212) 867-1993


 


	 	January 3, 2014


 


Cardax Pharma, Inc.


2800 Woodlawn Drive, Suite 129


Honolulu, Hawaii 96822


		Attention:	Mr. David G. Watumull,



President and Chief Executive Officer 


 


Re:  Financial Consulting Agreement


 


Dear Mr. Watumull:


 


This financial consulting
agreement (this “Agreement”) sets forth the terms upon which Cardax Pharma, Inc., a Delaware corporation (and
unless the context otherwise requires, from and after the Commencement Date (as hereinafter defined), PubCo, including any of their
respective successors thereto, the “Company”), shall engage Portfolio Advisors Alliance, Inc., a California
corporation (the “Consultant”), which is a registered broker-dealer and a member of the Financial Industry Regulatory
Authority, on a non-exclusive basis and during the Term (as hereinafter defined) to perform services related to financial consulting
and public relations matters as more particularly set forth herein. We acknowledge that our non-exclusive right to act as the Company’s
financial and public relations advisor is with the consent of Agincourt Ltd. (which consent is evidenced by its signature below)
whose prior existing commitment from the Company to serve as the Company’s exclusive financial advisor will continue in effect
following the termination of the Consultant’s services hereunder. In addition, with the consent of Agincourt, Ltd., the Consultant
is, concurrently herewith, entering into a Placement Agent Agreement relating to the Consultant’s services as placement agent
for a private placement (the “Private Placement”) of securities of the Company.


 


1.          Services.
Commencing on the Commencement Date, the Consultant shall act as a non-exclusive advisor to the Company with respect to financial
and public relations matters, and in that capacity the Consultant shall perform such services related to financial and public relations
matters (the “Services”) as may be reasonably requested by the Company from time to time, which services may
include, but will not necessarily be limited to:


 




    	 



    	 



    

 


(a)          advice
regarding obtaining financing, including introducing the Company to accredited investors, which may be corporations, partnerships,
mutual funds, hedge funds, investment partnerships, securities firms, lending and other institutions and entities, as well as select
high net worth individuals for the purposes of providing financing in the form of equity or equity-linked securities of the Company
or a combination of the foregoing (a “Corporate Financing Transaction”);


 


(b)          advice
regarding the financial structure of the Company or its divisions or any programs and projects undertaken by any of the foregoing;


 


(c)          counsel
to the Company regarding its overall strategy and related activities within the financial community;


 


(d)          advice
regarding proposed press releases by the Company;


 


(e)          assistance
to the Company with the preparation and revision of presentation materials for meetings with the investment community; and


 


(f)          such
other services as the Company may reasonably request of the Consultant from time to time.


 


In addition, from time
to time, subject to scheduling availability, the Consultant shall:


 


		(i)	meet with the financial community on behalf of Company;



 


		(ii)	survey key analysts, brokers and institutional investors:



 


		(iii)	arrange meetings between Company’s senior management
and members of the financial community, including individual meetings, informal group meetings and formal presentations.



 


2.          Performance
of Services. The Consultant shall provide the Services requested by Company at times determined in the reasonable good faith
discretion of the Consultant, giving due regard to the timing needs of the Company and the reasonable scheduling and other commitments
of the Consultant. Such services shall be provided in person, by telephone, by email or by such other means as the Consultant shall
reasonably determine in good faith. The Company and the Consultant agree that the Services to be provided hereunder by the Consultant
are not exclusive, that the Company has existing relationships and is free to pursue new relationships with other financial advisors,
and that the Consultant has other business obligations, including providing financial advisory and consultant services to others.
The Company agrees that the provision of such services shall not constitute a breach hereof of any duty owed to the Company by
virtue of this Agreement and that the provision of similar financial advisory service by other advisors to the Company shall not
constitute a breach hereof of any duty owed by the Company to the Consultant by virtue of this Agreement. Nothing contained herein
shall be construed to limit or restrict the Consultant in conducting such businesses with respect to others or in rendering such
services to others.


 




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3.          Relationship
of the Parties. The Consultant shall be, and at all times during the Term (as hereinafter defined) shall remain, an independent
contractor. As such, the Consultant shall determine the means and methods of performing the Services hereunder and shall render
the Services at such places and by such means as it determines.


 


4.          Expenses.
The Company shall pay all -approved reasonable costs and expenses incurred by the Consultant that were pre-approved by the Company
in the performance of its duties hereunder, including but not limited to reasonable and documented travel, legal fees and other
expenses. The Consultant will not bear any of the Company’s legal, accounting, printing or other expenses in connection with
any transaction considered or consummated hereby. It also is understood that neither the Consultant, nor any of its officers, directors,
employees or agents, will be responsible for any fees or commissions payable to any finder or to any other financial or other advisor
utilized or retained by the Company.


 


5.          Compensation.
As the compensation to the Consultant for its services hereunder, the Company shall cause to be issued to the Consultant, on the
Commencement Date, five-year warrants to purchase four hundred thousand (400,000) shares of the common stock of PubCo (as hereinafter
defined), which warrants will have an exercise price equal to the unit purchase price in the Private Placement (expected to be
$0.625 per share), will have a cashless exercise feature, and will provide customary anti-dilution protection for structural changes
in the issuer’s capitalization. The form of the warrant is attached hereto.


 


6.          Additional
Services. Should Company desire the Consultant to perform additional services not outlined herein, Company may make such request
to the Consultant in writing. The Consultant may agree to perform those services at its sole discretion and may enter into additional
definitive agreements with the Company which shall set forth the Consultant’s obligations in connection with such transactions,
as well as the compensation to be paid the Consultant with respect to its additional services.


 


7.          Term.
This Agreement shall commence on the date (if any, the “Commencement Date”) of the consummation of the merger
contemplated by that certain merger agreement dated as of November 27, 2013, as the same may be amended, by and between the Company,
Koffee Korner, Inc., a Delaware corporation (“PubCo”), and Cardax Pharmaceuticals, Inc., that provides for the
merger of the Company with a wholly owned subsidiary of PubCo (“PubCo Sub”), and shall remain in effect for
twelve (12) months from the Commencement Date.


 




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8.         Confidentiality.
The Non-Disclosure Agreement between the Company and the Consultant dated as of November 5, 2013 shall remain in full force
and effect following the execution and delivery of this Agreement.


 


9.         Indemnification.
The Company shall indemnify the Consultant in accordance with the provisions of Annex A hereto, which is incorporated by reference
and made a part hereof.


 


10.       Limitation
Upon the Use of Advice and Services. Use of the Consultant’s name requires the prior written approval of the Consultant
unless the Company is required by law to include the Consultant’s name in annual filings, other report or release of the
Company, in which event the Company shall furnish to the Consultant copies of such annual reports or other reports or releases
using the Consultant’s name in advance of publication by the Company.


 


11.       Cooperation.
The Company will cooperate with and will furnish the Consultant or entities introduced by the Consultant with all reasonable information
and data concerning the Company which the Consultant considers appropriate and will provide the Consultant with reasonable access
to the Company’s officers, directors, employees, independent accountants and legal counsel. The Company represents that all
information provided to the Consultant for distribution to investors will be complete and correct in all material respects. Notwithstanding
anything set forth above to the contrary, the Consultant shall not be responsible for any due diligence investigation of the Company
on behalf of any other party in connection with its services hereunder or in connection with any Corporate Finance Transaction.


 


12.       Termination.
This Agreement may be terminated at any time prior to the expiration of the Term by Consultant upon five (5) days prior written
notice to the Company if there a breach or default by the Company and by the Company upon five (5) days prior written notice to
Consultant for any breach or default by Consultant or by the mutual consent of . In the event of any such termination, this engagement
letter shall terminate and shall be of no further force and effect except that (i) Consultant shall be entitled to retain the warrants
issued to it pursuant to paragraph 5 hereof and receive reimbursement for expenses it has incurred up to the date of such termination
in accordance with Paragraph 5 hereof and (ii) the sections headed “Confidentiality,” “Indemnification,”
“Limitation,” and “Miscellaneous,” will survive.


 


13.       Miscellaneous.


 


(a)          Successors
and Assigns. Except as otherwise provided in this Agreement, no party hereto shall assign this Agreement or any rights or obligations
hereunder without the prior written consent of the other party hereto, and any such attempted assignment without such prior written
consent shall be void and of no force and effect. This Agreement shall inure to the benefit of and shall be binding upon the successors
and permitted assigns of the parties hereto. Anything to the contrary notwithstanding, the Company shall cause all of its obligations
hereunder, including its obligations under Annex A hereto, to be binding upon and enforceable directly against PubCo.


  



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(b)          Notices.
All notices and other communications given or made pursuant hereto shall be in writing and shall be delivered by overnight courier
to the parties at the following addresses (or at such other address for a party as shall be specified by like changes of address
which shall be effective upon receipt) or sent by electronic transmission, with confirmation received:


 


If to the Consultant, to:


 


Portfolio Advisor Alliance, Inc.


330 Madison Avenue, 6th Floor


New York, New York 10017


Telephone: 212-812-8900


Facsimile: 212-867-1993


E-Mail: kwasserman@allenps.com


		Attention:	Ms. Kerri Wasserman,



Chief
Compliance Officer


 


With a copy to:


 


Timothy I. Kahler, Esq.


Troutman Sanders, LLP


The Chrysler Building


405 Lexington Avenue


New York, New York 10174


Telephone: (212) 704-6169


Fax: (212) 704-5948


E-Mail: timothy.kahler@troutmansanders.com


 


If to the Company, to:


 


Cardax Pharma, Inc.


2800 Woodlawn Drive, Suite 129


Honolulu, Hawaii 96822


Telephone: (808) 457-1400


Facsimile: (808) n237-1509


E-Mail: DWatumull@cardaxpharma.com


		Attention:	Mr. David G. Watumull,



      President
and Chief Executive Officer


 




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With a copy to:


 


Richard M. Morris, Esq.


Herrick, Feinstein LLP


Two Park Avenue


New York, New York 10016


Telephone: (212) 592-1432


Fax: (212) 592-1500


E-Mail: rmorris@herrick.com


 


(c)          Applicable
Law; Arbitration. This Agreement shall be deemed to have been made and delivered exclusively in New York, New York and shall
be governed as to validity, interpretation, construction, effect and in all other respects solely and exclusively by the internal
laws of the State of New York without regard to principles of conflicts of law thereof. Any and all disputes, controversies or
claims arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be finally and exclusively
resolved by arbitration in accordance with the Rules of FINRA as at present in force. The parties hereto exclusively and irrevocably
agree that arbitration shall take place in New York, New York. The parties hereby irrevocably submit themselves to the sole and
exclusive jurisdiction of the arbitration tribunal in New York, New York under the auspices of FINRA. The award of the arbitrators
may include, without limitation, one or more of the following: a monetary award, a declaration of rights, an order of specific
performance, an injunction, reformation of the contract. The decision of the arbitrators shall be final and binding upon the parties
hereto, and judgment on the award may be entered in any court having jurisdiction over the subject matter thereof. The cash expenses
of the arbitration (including without limitation reasonable fees and expenses of counsel, experts and consultants) shall be borne
by the party against whom the decision of the arbitrators is rendered; provided that if a party prevails only partially, such party
shall be entitled to be reimbursed for such costs and expenses in the proportion that the dollar amount successfully claimed by
the prevailing party bears to the aggregate dollar amount claimed.


 


(d)          Counterparts.
This Agreement and any amendments, waivers, consents, or supplements may be executed in one or more counterparts, each of which
when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one and
the same instrument. Delivery of an executed counterpart of a signature page to this Agreement, any amendments, waivers, consents
or supplements, by facsimile or by email of a pdf or similar copy shall be as effective as delivery of a manually executed counterpart
thereof.


 


(e)          No
Waiver, Etc. No provision of this Agreement may be changed or terminated except by a writing signed by the party or parties
to be charged therewith. Any party hereto may waive compliance by the other with any of the terms, provisions and conditions set
forth herein; provided, however, that any such waiver shall be in writing specifically setting forth those provisions waived thereby.
No such waiver shall be deemed to constitute or imply a waiver of any other term, provision or condition of this Agreement.


 




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(f)          Entire
Agreement. This Agreement contains the entire agreement between the parties hereto and is intended to supersede any and all
prior agreements between the parties relating to the same subject matter.


 


[The remainder of this page is intentionally
blank.]


 




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If the foregoing is in accordance with your
understanding of our agreement, kindly sign and return this Agreement, whereupon it will become a binding agreement between the
Company and the Consultant in accordance with its terms as of the date first appearing above.


 


	 	Very truly yours,
	 	 
	 	PORTFOLIO ADVISORS ALLIANCE, INC.
	 	 	 
	 	By:	/s/ Kerri Wasserman
	 	Name:    Kerri Wasserman
	 	Title:      Chief Compliance Officer
	 	   and Authorized Signatory


 


Accepted and approved this Third (3rd) day of January 2014:


 


CARDAX PHARMA, INC.


 


	By:	/s/ David G. Watumull
	 	Name:	David G. Watumull
	 	Title:	President and Chief Executive Officer


 


Agincourt Ltd. hereby consents and agrees to the foregoing matters
as of the date first set forth above.


 


AGINCOURT LTD.


 


	By:	/s/ James J. Cahill
	 	Name:	James J. Cahill
	 	Title:	Managing Director


 




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ANNEX A


 


This Annex A is attached
to and incorporated by reference into the Financial Consulting Agreement (the “Agreement”) between Cardax Pharma,
Inc., a Delaware corporation (the “Company”), and Portfolio Advisors Alliance, Inc., a California corporation
(the “Consultant”), dated January 3, 2013. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Agreement.


 


The Company hereby
agrees to indemnify and hold harmless the Consultant and its affiliates, and the respective directors, officers, partners, controlling
persons (within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act
of 1934, as amended), agents, sub-agents, and employees of the Consultant or any of its affiliates (the Consultant and each such
other person or entity being referred to individually as an “Indemnified Person” and, collectively, as “Indemnified
Persons”), to the fullest extent lawful, from and against any and all Damages (as hereinafter
defined) directly or indirectly in connection with, arising out of, based upon, or in any way related to the engagement
of the Consultant under the Agreement or any transaction, thing or conduct in connection therewith. The Company will not, however,
be responsible for any Damages, or any associated counsel fees or expenses, that are finally determined in the manner specified
by the Agreement (and not subject to further review) to have resulted from the Consultant’s or other Indemnified Person’s
bad faith, willful misconduct or gross negligence.


 


“Damages”
means any and all losses, Actions (as hereinafter defined), damages, judgments, assessments,
investigation costs, settlement costs, fines, penalties, arbitration awards and any other liabilities, costs, fees and expenses,
including without limitation all documented out of pocket costs and expenses, including reasonable counsel fees and disbursements,
in connection with investigating, preparing for and defending any Action to which the Consultant or any other Indemnified Person
is named as a party or is reasonably anticipated to become a party thereto, whether or not in connection with any pending or threatened
Action, caused by or arising out of or in connection with the Consultant acting pursuant to the Agreement.


 


“Action”
means any formal or informal action, case, claim, litigation, appeal, hearing, inquest, investigation, arbitration, mediation,
inquiry or other proceeding (including, without limitation, stockholder actions).


 


If multiple claims
are brought against an Indemnified Person, with respect to at least one of which indemnification is permitted under applicable
law and provided for under the terms of this Annex A, the Company agrees that all Damages associated therewith, including any judgment
or award against such Indemnified Person in connection therewith, shall be conclusively deemed to be based on claims as to which
indemnification is permitted and provided for hereunder, except to the extent the judgment or award expressly states that it, or
any portion thereof, is based on a claim as to which indemnification is not available.


 




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The Company also agrees
that neither the Consultant nor any other Indemnified Person shall have any liability to the Company for, in connection with or
arising out of the engagement of the Consultant under the Agreement except for any such liability for Damages, including attorneys
fees, incurred by the Company that are finally determined in the manner specified by the Agreement (and not subject to further
review) to have resulted from the Consultant’s or other Indemnified Person’s bad faith, willful misconduct or gross
negligence.


 


In no event shall the Company or any Indemnified
Person be responsible for any special, indirect or consequential damages incurred by the other; provided that nothing in this sentence
shall be deemed to (i) relieve the Company of any obligation it may otherwise have hereunder to indemnify an Indemnified Person
for any such damages asserted by an unaffiliated third party or (ii) relieve the Consultant of any liability it may otherwise have
hereunder to the Company for any such damages which the Company becomes legally obligated to pay to an unaffiliated third party.


 


In the event that the
foregoing indemnity is unavailable (except by reason of the bad faith, willful misconduct or gross negligence of the Consultant
or an Indemnified Party), then the Consultant and the Company shall contribute to amounts paid or payable by the Indemnified Parties,
in respect of the Damages sustained or incurred by the Indemnified Parties, in such proportion as appropriately reflects the relative
benefits received by, and the relative fault of, the Consultant and the Company in connection with the matters as to which such
Damages relate and other equitable considerations; provided, however, that in no event shall the amount to be contributed by the
Consultant exceed the amount of the Consultant Fees actually received by the Consultant in cash from the Company under the terms
of the Agreement.


 


The Company will not,
without the Consultant’s prior written consent (which shall not be unreasonably withheld), consent to the entry of any judgment
in or otherwise seek to terminate any Action in respect of which indemnification may be sought hereunder (if any Indemnified Person
is a party, or reasonably anticipated to become a party, thereto) unless such settlement, compromise, consent or termination includes
an unconditional release of each Indemnified Person from all Damages arising out of such Action. No Indemnified Person seeking
indemnification, reimbursement or contribution hereunder will, without prior written consent the Company, which consent shall not
be unreasonably withheld, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Action
in respect of which indemnification may be sought hereunder.


 




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Promptly after receipt
by an Indemnified Person of notice of its involvement in any Action, the Consultant shall, if a claim for indemnification in respect
thereof is to be made against the Company hereunder, notify the Company of such involvement; provided, however, that the failure
to so notify the Company shall not relieve the Company of any liability that it may have under the provisions of this Annex A except
to the extent that it has been prejudiced in any material respect by such failure, or from any liability which it may otherwise
have to the Indemnified Parties.


 


If an Indemnified Person
is entitled to indemnification under this Annex A with respect to any action or proceeding brought by a third party, the Company
shall be entitled to assume the defense of any such action or proceeding with counsel reasonably satisfactory to the Indemnified
Person. Upon assumption by the Company of the defense of any such action or proceeding, the Indemnified Person shall have the right
to participate in such action or proceeding and to retain its own counsel, but the Company shall not be liable for any legal expenses
of other counsel subsequently incurred by such Indemnified Person in connection with the defense thereof unless the Company shall
have failed to employ counsel reasonably satisfactory to the Indemnified Person in a timely manner.


 




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