Consulting Agreement, dated January 4, 2024
Exhibit 10.1
Thomas Meier, PhD
Viopas Venture Consulting GmbH (VVC)
Poststrasse 20
8610 Uster, Schweiz
VVC Office Basel:
Thiersteinerallee 17, 4053 Basel
***@***
Proteomedix AG
Wagistrasse 23,
| 8952 Schlieren, Schweiz | 18. December 2023 |
Dear Ralph, Dear Christian
Dear Harry
Re.: Mandate Offer
As you know, with the signing and closing of the Share Exchange Agreement my mandate with ALTOS Venture has ended, as I have taken on the contractually defined role as Sellers' Representative. I shall serve in this function from the first business day after the signing and closing (18. December 2023) until the Conversion of the Series B Preferred Shares into Common Shares.
In addition to my role as Sellers' Representative, I am also offering my service in support of post merger integration between Proteomedix AG and Onconetix Inc.; such service being entirely at the discretion of the company.
In light of these activities, I propose the following Mandate Offer and fee structure
| A) | Mandate as Sellers' Representative: remuneration at CHF 400.-/hr (plus VAT) according to sufficiently detailed description of services/activities rendered. This mandate shall automatically terminate the day after the Conversion event (as defined in the Share Exchange Agreement). |
| B) | Mandate as Company Advisor: Service rendered upon explicit request by the company (expressed verbally or by email instruction). Here, I would charge a reduced rate of CHF 350.- /hr (plus VAT) as reported separately in the list of services/activities. It is understood that the decision to use my services as Company Advisor is in the sole discretion of the company. |
Miscellaneous:
| ● | Any round-trip travel to Schlieren is charged at a fix fee of CHF 350.- {plus VAT); such fee already includes all travel-related expensed. |
| ● | From time to time {typically on a monthly basis or as agreed otherwise) I shall invoice both mandates as described above to Proteomedix AG (the Swiss subsidiary of Onconetix Inc.) via Viopas Venture Consulting GmbH. |
| ● | I shall act as independent consultant and not an employee, officer, or similar function. |
| ● | This Mandate Offer shall be governed by the laws of Switzerland. |
I would be delighted to support Onconetix going forward and collaborate with management under the conditions summarized herein.
With kind regards,
| /s/ Thomas Meier, PhD |
Thomas Meier, PhD
Managing Partner
We accept the Mandate Offer and fee structure.
| Schlieren, 01/04/2024 | ||
| /s/ Ralph Schiess, PhD | /s/ Christian Brühlmann | |
| Ralph Schiess, PhD | Christian Brühlmann | |
