Adera Mines Limited 20710 Lassen Street Chatsworth, California 91311 Gentlemen:
Cypress
Advisors, LLC
July
31,
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▇▇▇▇▇ Limited
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Gentlemen:
This
letter agreement (this “Agreement”) confirms the engagement of Cypress Advisors,
LLC (“CA”) by Adera Mines Limited (the “Company”) to provide certain investment
banking services related to funding the company’s acquisition of Chatsworth Data
(Services) to the Company.
| 1. |
Compensation:
The Company shall pay CA the compensation set forth
below:
|
| a. |
Cash
Fee:
The Company shall pay CA a cash fee for the Services in the amount
of
US$300,000.00. The cash fee shall be paid on the date of Closing
in which
the acquisition of Chatsworth Data Corporation is
consummated.
|
| b. |
Equity:
The Company shall pay to CA (or its designees) 1,500,000 shares of
the
Company’s common stock, $.001 par value per share. Such shares shall be
entitled to piggyback registration rights and shall be registered
on the
investor’s Registration Statement to be filed upon the Closing of the
Equity Financing accompanying the Closing of the Chatsworth Data
Corporation acquisition.
|
| 2. |
Notices:
Notices given pursuant to any of the provisions of this Agreement shall
be
given in writing and shall be sent by certified mail, return receipt
request, or recognized overnight courier or personally delivered (a)
if to
the Company, office at ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (Company Representative) and (b) Cypress
Advisors, LLC, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention ▇▇▇▇▇ ▇. ▇▇▇▇, Managing
Director.
|
| 3. |
Confidentiality:
No financial advice rendered by CA pursuant to this Agreement may be
disclosed publicly in any manner without CA’s prior written consent,
except as may be required by law, regulation or court order but subject
to
the limitation below. If the Company is required or reasonably expects
to
be so required to disclose any advice, the Company shall provide CA
with
prompt notice thereof so that CA may seek a protective order or other
appropriate remedy and take reasonable efforts to assure that all of
such
advice disclosed will be covered by such order or other remedy. Whether
or
not such a protective order or other remedy is obtained. The Company
will
cause its affiliates to disclose only that portion of such advice which
the Company is so required to disclose.
|
| 4. |
Miscellaneous:
This Agreement sets forth the entire agreement between the parties,
supersedes and merges all prior written or oral agreements with respect
to
the subject matter hereof, may only be amended in writing and shall
be
governed by the laws of the State of New York applicable to agreements
made and to be performed entirely within such
State.
|
This
Agreement may be assigned by either party with the prior written consent of
the
other party.
If
any
provision of this Agreement is determined to be invalid or unenforceable in
any
respect, such determination will not effect such provision in any respect or
any
other provision of this Agreement.
Cypress
Advisors, LLC is delighted to accept this engagement and looks forward to
working with you on this assignment. Please confirm that the foregoing sets
forth our agreement by signing and returning to CA the enclosed copy of this
Agreement.
Very
truly yours,
Cypress
Advisors, LLC
By:_________________
Name:
▇▇▇▇▇ ▇. ▇▇▇▇
Title:
Managing Director
ACCEPTED
AND AGREED TO;
This____day
of_______________
Adera
Mines Limited
By:________________
Name:
▇▇▇
▇. ▇▇▇▇▇▇▇▇
Title:
Chairman of the Board