Consulting Agreement between Viopas Venture Consulting GmbH and Proteomedix AG, dated January 4, 2024
This agreement is between Viopas Venture Consulting GmbH (VVC), represented by Dr. Thomas Meier, and Proteomedix AG, a subsidiary of Onconetix Inc. Dr. Meier will serve as Sellers' Representative after the closing of a Share Exchange Agreement until the conversion of Series B Preferred Shares, and may also act as Company Advisor upon request. Compensation is hourly, with different rates for each role, and travel fees apply. Dr. Meier acts as an independent consultant, not an employee. The agreement is governed by Swiss law and invoices are submitted to Proteomedix AG.
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 | |
