Exhibit 10.17


 


CONSULTING AGREEMENT


 


This
Consulting Agreement ("Agreement"), effective as of November 15, 2017 ("Effective Date"), is entered into
by and between Aerkomm, Inc., a corporation organized and operating in good standing under the laws of the State of Nevada
("Company"), with a business address of 923 Incline Way #39, Incline Village, NV 89451 and Integra Consulting Group
LLC, a Limited Liability Company organized and operating under the laws of the State of California ("Consultant"),
with a business address of 1170 Burnett Ave. Suite M, Concord, CA 94520. Both the Company and the Consultant are individually
referred to as a "Party" and jointly referred to as the "Parties."


 


RECITALS


 


A. Consultant's
business includes providing publicly traded companies with consulting services to existing shareholders, broker-dealers and other
investment and financial professionals. Consultant's services specifically include meeting and conferring with clients in order
to obtain information about their current and proposed business activities, and then developing and implementing communication
strategies to connect with their shareholders, broker-dealers and investment professionals;


 


B. Company is currently
a publicly held and traded corporation, with its common stock traded on the OTCQX Capital Market under the symbol "AKOM";


 


C. Company desires to
engage the services of Consultant to consult with Company regarding communications and public relations with existing shareholders,
broker dealers and other investment professionals, as to Company's current and proposed activities, and to otherwise consult with
management on an as needed basis concerning such Company activities; and


 


D. Consultant desires
to enter into an agreement with Company and to provide consultancy services regarding communications and public relations with
existing shareholders, broker dealers and other investment professionals as to Company's current and proposed activities, and
to consult with management on an as needed basis concerning such activities.


 


NOW, THEREFORE, in consideration
of the promises and the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties agree as follows:


 


1. Term of the Agreement. Company shall
retain Consultant to act in an advisory and consulting capacity to Company, and Consultant shall provide Services (defined below)
to Company for an initial term of Six (6) months (the "Initial Term") and, if the Company does not terminate the Agreement
at least thirty (30) days prior to the end of the Initial term, a subsequent term of an additional six (6) months (the "Subsequent
Term") (for an aggregate of a continuous period of twelve (12) months), commencing upon the Effective Date and ending pursuant
to the terms of this Agreement ("Term").


 


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	Initial Consultant 	 


 




     


     


    

 


2. Duties of Consultant. Consultant agrees
that it shall provide the following advisory and consulting services ("Services") during the Term, unless this Agreement
is terminated pursuant to Section 1 of this Agreement:


 


(a) Advise, consult and assist Company
in developing and implementing appropriate plans and means for presenting information about Company and its business plans, strategy
and personnel to its shareholders, broker-dealers and the financial community;


 


(b) With the good faith cooperation and
support of Company and its management, use its best efforts to maintain a public awareness of Company's business plans and strategy,
and to consult and assist Company in communicating appropriate information regarding such plans and strategy to Company's shareholders,
broker-dealers and the financial community;


 


(c) On an as needed basis, consult Company
with respect to its: (i) relations with stockholders, (ii) relations with broker dealers, analysts and other investment professionals;
and (iii) financial public relations generally;


 


(d) At the Company's request, disseminate
information about Company to shareholders, broker dealers, other investment community professionals and the general investing
public; and,


 


(e) At Company's request, review business
plans, strategies, mission statements, budgets, proposed transactions and other plans for the purpose of advising Company of the
implications thereof.


 


(f) Consultant's services expressly exclude
(a) capital raising and (b) influencing, or being responsible for, the quoted stock price of the Company shares or the trading
volume. Consultant's obligation to provide the Services can be suspended (or the Consultant may terminate this Agreement) in the
event of non-payment.


 


3. Allocation of Time and Energies. Consultant
shall perform and discharge faithfully the Services in compliance with applicable local, state and federal laws, rules and regulations.
Consultant is not required to devote any certain of number of hours per day to its duties under this Agreement. As discussed in
Section 2, it is explicitly understood that Consultant's performance of the Services shall in no way be measured by the price
of Company's common stock, nor the daily trading volume of Company's common stock. It is also understood that Company is entering
into this Agreement with Consultant and not with any individual or director or officer of Consultant and, as such, Consultant
will not be deemed to have breached this Agreement if any officer or director leaves Consultant or dies or becomes physically
unable to perform any meaningful activities during the Term of this Agreement, provided Consultant otherwise satisfactorily performs
its obligations under this Agreement.


 


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4. Remuneration. As consideration for
the Services, Company shall compensate Consultant by issuing Company common stock and cash as follows:


 


4.1 For undertaking
this engagement, Company shall issue to Consultant consideration consisting of the following:


 


(a) During the Initial Term:


 


		(i)	the sum of Twelve Thousand Five Hundred
                                         Dollars ($12,500) per month, the first two months payable in advance upon the Effective
                                         Date; and



 


		(ii)	a total of One Hundred Thousand
                                         (100,000) restricted shares of common stock payable within thirty (30) business days
                                         of the Effective Date according to appendix A (the "Initial Shares").



 


(b) During the Subsequent Term:


 


		(i)	the sum of Twelve Thousand Five Hundred
                                         Dollars ($12,500) per month payable on the first day of the Subsequent Term;



 


		(iii)	a total of Fifty Thousand (50,000)
                                         restricted shares of common stock payable within thirty (30) business days of the first
                                         day of the Subsequent Term according to appendix A (the "Bonus Shares").



 


The said Initial Shares,
Bonus Shares, and the Subsequent Shares (collectively, the "Securities") will have the standard restrictive legends
under the Securities Act of 1933 and will be issued in accordance with Appendix A of this agreement. The issuance of the
Securities shall constitute payment solely for Consultant's agreement to consult with Company and is a nonrefundable, non-apportionable
and non-ratable retainer when paid; the Securities is not a prepayment for future Services beyond the Initial Term or the subsequent
term. The Securities will be considered earned upon receipt.


 


4.2 Company's issuance
of the Securities shall, when issued and delivered to Consultant, be fully paid and non-assessable. Further, if and in the event
Company is acquired in whole or in part during the Term, Consultant shall not be requested by Company to return any of the Securities
paid to it pursuant to the terms of this Agreement. If Company or substantially all of the Company's assets are merged with or
acquired by another entity, Consultant shall retain and will not be requested by Company to return any of the Securities paid
to it under this Agreement.


 


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4.3 If required by
applicable law and requested by Consultant, Company shall cause to be issued a written opinion of Company's counsel stating that
the shares of the Securities are validly issued, fully paid and non-assessable and that the issuance and eventual transfer of
them to Consultant in accordance with the provisions of this Agreement has been duly authorized by Company. The Company will provide
a copy of the Board Resolution reflecting this issuance of the said Securities to Consultant.


 


4.4 Consultant acknowledges
that the Securities to be issued pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended
("Securities Act"), and accordingly are "Restricted Securities" within the meaning of Rule 144 of the Securities
Act ("Rule 144"). As such, the Securities may not be publicly resold unless the Securities have been registered under
the Securities and Exchange Act of 1934, as amended ("Exchange Act"), in a registration statement deemed effective by
the U.S. Securities and Exchange Commission ("Commission"), or Company has received an opinion of counsel reasonably
satisfactory to Company that such resale or transfer is exempt from the registration requirements of the Exchange Act. Company
agrees to take all reasonable action(s) reasonably necessary to clear the subject Securities of restriction upon presentation
of any Rule 144 application by Consultant or its broker, including, but not limited to: (i) authorizing the Company's transfer
agent to remove the restrictive legend on the subject Securities in accordance with the requirements of Rule 144; (ii) accepting
a valid legal opinion from counsel reasonably satisfactory to Company counsel authorizing the removal of the restrictive legend
in accordance with Rule 144; and (iii) cooperating and communicating with Consultant and Consultant's broker and legal counsel
to clear the subject Securities of restriction as soon as possible after presentation of required documents and information under
Rule 144.


 


4.5 In connection
with the acquisition of Securities, Consultant represents and warrants to Company, to the best of its knowledge, information and
belief as follows:


 


(a) Consultant acknowledges
that Consultant has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other
representatives of Company concerning Company, the Securities and this Agreement;


 


(b)
Consultant's investment in restricted Securities is reasonable in relation to Consultant's net worth, which is in excess of ten
(10) times Consultant's cost basis in the Securities. Consultant has had experience in investments in restricted and publicly
traded securities, and Consultant has had experience in investments in speculative securities and other investments that involve
the risk of loss of investment. Consultant acknowledges that an investment in the Securities is speculative and involves the risk
of loss. Consultant has the requisite knowledge to assess the relative merits and risks of this investment without the necessity
of relying upon other advisors, and Consultant can afford the risk of loss of its entire investment in the Securities . Consultant
is an accredited investor, as that term is defined in Regulation D promulgated under the Securities Act of 1933, and (ii)
a purchaser described in Section 25102 (f) (2) of the California Corporate Securities Law of 1968, as amended.


 


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(c) Consultant is
acquiring the Securities for its own account for long-term investment and not with a view toward resale or distribution thereof,
except in accordance with applicable securities laws.


 


4.6 Consultant acknowledges
its understanding of the legal prohibitions against insider trading, and agrees that its public re-sale of any Securities will
be done consistent with applicable U.S. Securities Laws, including but not limited to Section 10b-5 (17 CFR 240.10b-5, et seq.).


 


5. Non-Assignability of Services. The
Services under this contract are offered to Company only and may not be assigned by Company without the written consent of Consultant.
Company shall assure that in the event of any merger, acquisition, or similar change of form of entity that its successor entity
shall agree in writing to complete all obligations to Consultant, including the provision and transfer of all compensation under
this Agreement.


 


6. Expenses. Consultant shall pay for
all its expenses related to the Services (telephone, mailing, printing, advertising, labor, etc.), other than travel requested
by Company and luncheons or dinners to large groups of investment professionals preapproved by company (collectively, "Extraordinary
Expenses").


 


7. Indemnification. Company warrants and
represents that all written communications, written documents or materials furnished to Consultant by Company with respect to
financial affairs, operations, profitability and strategic planning of Company are accurate and Consultant may rely upon the accuracy
thereof without independent investigation. Company will protect, indemnify and hold harmless Consultant against any claims or
litigation, and any damages, liability, cost and reasonable attorney's fees resulting from Consultant's performance of the Services
under this Agreement related to communication and dissemination of Company authorized information, documents or materials; provided,
however, such indemnification obligation shall not cover claims or litigation resulting from Consultant's communication or dissemination
of information not provided or authorized by the Company or resulting, directly or indirectly, for the grossly negligent performance
of the Services or willful misconduct by Consultant in violation of law or otherwise.


 


8. Representations and Warranties. Company
represents and warrants that, to the best of Company's knowledge, information and belief, written information furnished to Consultant
will contain no untrue statement of any material fact nor omit any material facts that would make the information false or misleading.
Company represents and warrants that it will adhere to all applicable local, state and federal laws, rules and regulations arising
out of or related to Company's businesses. Company further warrants that if the circumstances relating to information
or documents furnished to Consultant materially change at any time, Company will inform Consultant promptly of the changes and
immediately deliver to Consultant documents or information necessary to ensure the continued accuracy and completeness of all
information and documents.


 


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Consultant represents and warrants to
Company that it will not, to the best of Consultant's knowledge, information and belief, make any untrue statement of material
fact related to the Services or to Company. Consultant further represents and warrants to Company that, to the best of Consultant's
knowledge, information and belief, all actions taken by it on behalf of Company arising out of or related to the Services will
be conducted in compliance with all applicable local, state and federal laws, rules and regulations.


 


Both Company and Consultant agree and
acknowledge that they and their employees, advisors and consultants, in performing their duties and obligations under this Agreement,
will act consistent with applicable local, state and federal law, including, without limitation, state and federal securities
laws. The Parties expressly understand and agree that Consultant's performance of the Services cannot and therefore will in no
way be measured by the price of Company's common stock or the trading volume of Company's common stock.


 


Consultant represents that it is not required
to maintain any licenses and registrations under any local, state or federal law, rule or regulation necessary to perform the
Services. Consultant acknowledges that, to the best of its knowledge, information and belief, the performance of the Services
will not violate any law, rule or regulation of any regulatory agency having jurisdiction over Consultant. Consultant acknowledges
that, to the best of its knowledge, information and belief, Consultant and its officers and directors are not the subject of any
investigation, claim, decree or judgment involving any violation of the Securities Act, the Exchange Act, or the securities laws
of any states. Consultant further acknowledges that it is not a securities Broker Dealer or a registered investment advisor.


 


9. Confidential Information.


 


In order to assist Consultant in the performance
of the Services, Company may supply Consultant, from time to time, with confidential information concerning Company. Consultant
shall hold such information confidential and not disclose to others, either directly or indirectly, any and all such confidential
information, propriety information, technical data, trade secrets or know-how, including, but not limited to, research, product
plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology,
designs, financial data and other business information, which may be learned from Company or any of its subsidiaries and affiliated
companies, and/or their respective advisors (collectively, "Company Affiliates"), before and during the Term ( "Confidential
Information"), unless the same have been furnished directly to Consultant by Company and Consultant is advised in writing
by Company that such information is not Confidential Information. Consultant acknowledges that the terms and conditions of this
Agreement are deemed confidential by Company and agrees not to disclose any information regarding it to any third party, without
Company's prior written consent. All documents containing Confidential Information shall be returned to Company and no copies
shall be retained by Consultant upon the termination of this Agreement or expiration of the Term.


 


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Notwithstanding the foregoing, such duty
of confidentiality shall not extend to information: (i) which is or comes into the public domain; (ii) is rightfully obtained
from third parties not under a duty of confidentiality; or (iii) which is independently developed without reference to Company's
Confidential Information. The duties of confidentiality imposed by this Agreement shall survive any termination of this Agreement
or expiration of the Term for a period of three (3) years. All data and information developed by Consultant (including notes,
summaries, and reports) while performing the Services shall be kept strictly confidential and shall not be revealed to third parties
without Company's prior written consent. All such data and information shall be owned by Company and shall be delivered to Company
by Consultant at the request of Company.


 


10. Legal Representation. Company and
Consultant each acknowledge that it has consulted with independent legal counsel throughout the negotiation and preparation of
this Agreement.


 


11. Status as Independent Contractor.
Consultant is providing the Services as independent contractor, and not as an employee, officer or other agent of Company. Neither
Party shall represent or hold itself out to be the employer or employee of the other. Consultant further acknowledges the remuneration
provided in this Agreement is a gross amount and that Company will not withhold from such remuneration any amounts as to income
taxes, social security payments or any other payroll taxes. All such income taxes and other such payment shall be made or provided
for by Consultant, and Company shall have no responsibility or duties regarding such matters. Neither Company nor Consultant possesses
the authority to bind each other in any agreements without the express written consent of the Party to be bound.


 


12. Waiver. The waiver by either Party
of a breach of any provision of this Agreement by the other Party shall not operate or be construed as a waiver of any other part
of this Agreement or subsequent breach by such other Party.


 


13. Notices.
All notices, requests and demands ("Notice") to or upon a Party, to be effective, shall be in writing and shall be sent:
(i) certified or registered mail, return receipt requested; (ii) by personal delivery against receipt; (iii) by overnight courier;
or (iv) by email and, unless otherwise expressly provided herein, and shall be deemed to have been validly served, given, delivered
and received: (x) on the date indicated on the receipt, when delivered by personal delivery against receipt or by certified or
registered mail; (y) one business day after deposit with an overnight courier; or (z) in the case of email notice, when sent.
Notices shall be addressed to the address listed the recital paragraph above unless other addresses are provided in writing. Either
Party may change the address to which notices for it shall be addressed by providing notice of such change to the other party
in the manner set forth in this Section 13.


 


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14. Dispute Resolution. If a dispute arises
relating to this Agreement or the termination thereof, claims for breach of contract or breach of the covenant of good faith and
fair dealing or any other claims under any local, state or federal law, rule or regulation now in existence or hereinafter enacted,
and as amended from time to time ("Dispute"), the Parties shall attempt in good faith to settle the Dispute through
mediation conducted by a mediator to be mutually selected by the Parties. The Parties shall share the costs of the mediator equally.
Each Party shall cooperate fully and fairly with the mediator and shall attempt to reach a mutually satisfactory compromise of
the Dispute. If the Dispute is not resolved within 30 days after it is referred to the mediator, it shall be resolved through
final and binding arbitration, as specified in this Section


 


Binding arbitration shall be conducted
by the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), sitting in San Francisco County, California, for
resolution by a single arbitrator acceptable to both Parties. If the Parties fail to agree to an arbitrator within ten (10) days
of a written demand for arbitration being sent by one Party to the other Party, then JAMS shall select the arbitrator according
to the JAMS Rules for Commercial Arbitration. The arbitration shall be conducted in accordance with the JAMS Rules for Commercial
Arbitration. The award of such arbitrator shall be final and binding on the Parties and may be enforced by any court of competent
jurisdiction. In the event of arbitration to resolve a Dispute, the prevailing Party shall be entitled to recover its reasonable
attorney's fees and other out-of-pocket costs incurred in connection therewith from any non-prevailing Party involved therein.


 


15. Choice of Law. This Agreement shall
be governed by, construed and enforced in accordance with the laws of the State of California without regard to its conflict of
laws provisions.


 


16. Counterparts. This Agreement may be
executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single
instrument.


 


17. Severability. In the event that any
particular provision or provisions of this Agreement or the other agreements contained herein shall for any reason be determined
to be unenforceable, or in violation of any law, governmental order or regulation, such unenforceability or violation shall not
affect the remaining provisions of such agreements, which shall continue in full force and effect and be binding upon the Parties.


 


18. Corporate Authority. Both Company
and the Consultant have undertaken and complied with all necessary and required corporate formalities (whether contained in their
respective Articles of Incorporation, Articles of Organization, the laws of their State of incorporation, and their By-Laws or
Operating Agreement) in entering into this Agreement.


 


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19. Complete Agreement.
This Agreement contains the entire agreement of the Parties relating to the subject matter hereof. This Agreement and its terms
may not be changed orally but instead only by an agreement in writing signed by the Party against whom enforcement of any waiver,
change, modification, extension or discharge is sought.


 


The Parties have signed this Agreement as of
the Effective Date.


 


	Aerkomm, Inc.	 
	 	 	 
	By:	/s/ Peter Chiou	 
	 	Authorized Agent: Peter Chiou	 
	 	Title: CEO	 


 


	Integra Consulting Group LLC	 
	 	 	 
	By:	 /s/ Jeremy Roe	 
	 	Printed Name: Jeremy Roe	 
	 	Title: Founder, Managing Partner	 


 


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November 29, 2017


 


Jeremy Roe, Managing Partner


Integra Consulting Group LLC


1170 Burnett Ave., Suite M


Concord CA 94520


 


		Re:	Consulting
                                         Agreement Amendment and Supplement



 


Dear Mr. Roe:


 


Reference is hereby made to that Consulting
Agreement, dated November 15, 2017 (the “Agreement”), between Aerkomm Inc. (“Aerkomm”) and
Integra Consulting Group LLC (“Integra”). Any capitalized terms used herein and not otherwise defined shall
have the meanings given to them in the Agreement


 


This letter agreement sets forth the agreement
of Aerkomm and Integra to amend and supplement the Agreement as follows:


 


		1.	Integra covenants and agrees to
                                         comply with the requirements Section 17(b) of the Securities Act, which, among other
                                         things, requires the disclosure in any publication or writing produced and distributed
                                         by Integra of the amounts of any and all consideration received or to be received by
                                         Integra in connection with its work on behalf of Aerkomm under the Agreement.



 


		2.	Integra agrees that it will not
                                         publish or otherwise disseminate any written materials on behalf of Aerkomm without Aerkomm’s
                                         prior review and approval.



 


		3.	Integra agrees that in any oral
                                         communications with third parties on behalf of Aerkomm will include a reference that
                                         Integra has been retained by Aerkomm and that such communications will only cover content
                                         that has been pre-approved by the Aerkomm or that is derived from and consistent with
                                         Aerkomm’s SEC filings
                                         or other public disclosure.



 


		4.	Integra shall maintain a call
                                         log, which shall be delivered to Aerkomm monthly, indicating the date of contact, the
                                         name of the person spoken to, the person’s
                                         firm or business, and the person email address or other contact information. Aerkomm
                                         agrees that the call log will be kept confidential and shall not share this information
                                         with any third parties, including, specifically, but without limitation, any investor
                                         relations firm engaged by Aerkomm, without Integra’s
                                         prior written consent.



 


		5.	Integra understands that Aerkomm
                                         will file a Current Report on Form 8-K (“Form 8-K”) with the Commission disclosing
                                         its compensation arrangement with Integra.



 


		6.	Integra covenants and agrees that
                                         it will not engage, on behalf of Aerkomm, in any misleading or manipulative promotions,
                                         such as those described in the OTC Markets Group Policy on Stock Promotion dated November
                                         2017 and reproduced in relevant part on Attachment A hereto.



 




     


     


    

 


		7.	Integra represents and warrants
                                         that none of the activities it will engage in on behalf of Aerkomm (a) will require it
                                         to be registered with the Commission under Section 15 of the Securities Exchange as a
                                         broker or dealer, or (2) will violate any state, federal, foreign or local laws or regulations.



 


		8.	Integra confirms that it will
                                         not engage, either directly or indirectly, in any trading activities with respect to
                                         Aerkomm stock during the Term and that it or its assigns will not sell any of the Securities
                                         until they are eligible for sale under Rule 144.



 


		9.	Aerkomm shall issue and deliver
                                         to Integra the Initial Shares referenced in Section 4.1 (a)[ii] of the Agreement no later
                                         than Friday, December 8, 2017, and shall provide Integra with a copy of its board resolution
                                         authorizing the issuance of the Initial shares.



 


Other than as set forth above, all of
the terms and conditions of the Agreement shall continue in full force and effect.


 


This letter agreement shall become effective
as of the date of this letter. This letter agreement may be executed in any number of counterparts, each of which shall be an
original, but all of which together shall constitute one instrument. Facsimile and/or other electronically transmitted signatures
shall be effective for all purposes.


 


If the foregoing correctly sets for our
agreement, please sign in the space indicated below.


 


Very truly yours,


 


	Aerkomm Inc.	 
	 	 	 
	By: 	/s/ Y. Tristan Kuo	 
	Name: 	Y. Tristan Kuo	 
	Title: 	Chief Financial Officer	 


 


	ACCEPTED AND AGREED TO: 	 
	 	 
	Integra Consulting Group LLC	 
	 	 	 
	By:	/s/ Jeremy Roe	 
	Name: 	Jeremy Roe	 
	Title: 	Managing Partner	 


 




     


     


    

 


Attachment A


 


Common characteristics of misleading
and manipulative promotion:


 


		●	Failure
                                         to clearly identify the sponsor of the promotion, and/or that the promotion is sponsored
                                         or paid for by anonymous, unidentifiable 3rd parties



		●	Typically
                                         focusing on a company’s stock rather than its underlying business



		●	Using
                                         highly speculative language. Materials often rely on grandiose numbers and figures related
                                         to the target company’s industry, business model, financial results, or business
                                         developments



		●	Touting
                                         performance or profit potential of an issuer’s security with unsupported or exaggerated
                                         statements about the stock price or its anticipated trajectory



		●	Making
                                         unreasonable claims pertaining to an issuer’s operations



		●	Suggesting
                                         a promise of a specific future performance of the stock or profit to investors



		●	Providing
                                         little or no factual information about the company, omitting material information



		●	Urging
                                         the investor to take action immediately as not to miss out on a great opportunity



		●	Failing
                                         to provide details or disclosures about the risk associated with the issuer’s security