Cascade Summit, LLC 3120 NW Metke Place Bend, OR 97701 Tel: 541-550-7697 Fax: 415-480-8787 Email: dbaker@corefundmgmt.com
Exhibit 99.1
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Cascade
Summit, LLC
0000
XX Xxxxx Xxxxx
Xxxx,
XX 00000
Tel:
000-000-0000 Fax: 000-000-0000
Email:
xxxxxx@xxxxxxxxxxxx.xxx
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April 28,
2009
Znomics
Inc.
0000 XX
Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx,
XX 00000
Xxxxxx
Xxxxxxx, Chairman of the Board of Directors
Re:
Advisory Agreement
Dear
Xxxxxx:
CASCADE
SUMMIT, LLC (the “Advisor”) is please to act as independent advisor to Znomics,
Inc. (the “Company”) on the following terms:
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1.
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Engagement. The
Company hereby retains the Advisor to provide consulting services (as
described in the Description of Work attached hereto as Exhibit A (the
“Description of Work”)) to the Company, and the Advisor hereby agrees to
provide such services.
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2.
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Services. The
Description of Work describes the services to be performed by the
Advisor. If the Company and the Advisor anticipate the Advisor
providing services in addition to those described in the Description
of Work, the parties may amend this agreement by attaching
additional exhibits. In providing services under
this agreement the Advisor will be acting as independent contractor, not
an employee, of the Company.
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3.
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Compensation. As
compensation for services to be provided by the Advisor under this
agreement, the Company shall without any conditions or contingencies, for
the value of services performed, convey to the Advisor (or its designees),
an advisory fee in connection with the successful completion of a
successful transaction. For the absence of doubt, a transaction
shall be defined as the successful completion of a merger or acquisition
involving the Company with another company or entity, with the newly
combined entity becoming a reporting company pursuant to the Securities
Exchange Act of 1934. The advisory fee shall equal twenty
percent (20%) of the total consideration paid to or retained by the
Company shareholders in connection with such transaction. The parties
hereto expect that such transaction shall most likely be structured as a
reverse merger, the Company will have no remaining assets or liabilities
(contingent or otherwise) at closing of such transaction and that the
consideration in such transaction shall consist of shares of the newly
combined company . The Company shall furnish the Advisor with
such shares simultaneously upon the successful closing of such a
transaction, which shares will be validly issued, fully-paid and
non-assessable, and free from all taxes, liens and
charges.
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4.
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Term. Subject
to Section 10, the term of this agreement will commence on the date
written above and will end on December 31,
2009.
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5.
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Allocation of Time and
Energies. The Advisor shall perform diligently any
services that they provide under this agreement on a best efforts
basis. The Advisor will not be required to devote a set number
of hours in any given time period to performing services under this
agreement.
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6.
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Indemnification;
Contribution. Subject to Section 7, the Company shall
indemnify the Advisor, their respective affiliates, and the officers,
directors, agents, employees and controlling persons of each such
affiliate (each of the foregoing, an “Indemnified
Person”) to the fullest extent permitted by law from and
against any all losses, claims, damages, expenses (including reasonable
fees and disbursements of counsel), actions, proceedings, investigations,
inquiries or threats thereof (all of the foregoing being hereinafter
referred to as “Liabilities”), based upon, relating to , or arising out
its services hereunder, except that the Company will not be required to
indemnify any Indemnified Person with respect to any Liabilities if it has
been finally judicially determined that those Liabilities resulted from
the willful misconduct, bad faith or gross negligence of such Indemnified
Person.
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7.
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[Limitation of
Liability. Neither party shall under any circumstances
be liable for any consequential, indirect, special, incidental or
exemplary damages, including without limitation, any loss of revenues,
profits, or business or other economic loss arising out of or in
connection with the services provided hereunder. The Advisor’s
liability under this agreement will be limited to the value of the
consideration received hereunder, valued as of the date of delivery
thereof
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8.
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Other Advisory
Clients. The Company acknowledges that the Advisor
and affiliates of the Advisor are in the business of providing services
and consulting advice to others. Nothing contained in this
agreement is to be construed to limit or restrict the Advisor in
conducting any business with others or in rendering advice to
others.
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9.
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Expenses. The
Company shall promptly reimburse the Advisor for any reasonable travel
expenses incurred by the Advisor, if such expense is authorized by and
incurred at the behest of, the Company and in connection with any services
performed by the Advisor under this agreement. The Company will
reimburse Advisor for said expenses within 10 business days of providing
an invoice to Company for any such
expenses.
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10.
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Termination. Either
party may terminate this agreement for any reason on 60 days’ prior notice
to the other party. However, all compensation provisions of
this agreement will survive such termination and all compensation agreed
will be provided, without an ability of rescission, to
Advisor.
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11.
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Miscellaneous. Oregon
law governs all matters arising out of this agreement, including any tort
claims, without giving effect to principles relating to conflicts of
law. This agreement may not be amended or otherwise modified
except by an instrument signed by all parties. If any provision
hereof is determined to be invalid or unenforceable in any respect, that
determination will not affect that provision in any other respect or any
other provision of this agreement, which will remain in full force and
effect.
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If this
agreement correctly reflects the terms we have agreed to, please sign a copy of
this agreement in the space provided below and return it to the
Advisor.
CASCADE
SUMMIT, LLC
/s/ Xxxxx X.
Xxxxx
April 29,
2009
XXXXX
XXXXX, MANAGING MEMBER
ZNOMICS
INC.
/s/ Xxxxxx
Xxxxxxx
April 29,
2009
XXXXXX
XXXXXXX, CHAIRMAN OF THE BOARD OF DIRECTORS
EXHIBIT
A
DESCRIPTION
OF WORK
The
Advisor shall perform the following consulting services:
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1.
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Advise
the board as to how to prepare the Company to be converted to an available
public vehicle for
merger/acquisition
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2.
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Assist
the company in identifying appropriate private companies in which to merge
into the Company such that such a private company may become a public
reporting company
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3.
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Advise
the company on all necessary filings and steps to properly position the
Company as an attractive public
shell
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4.
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Perform
any other tasks that the Company requests and that the Advisor agrees to
perform.
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Agreed to
as of the date first written above.
CASCADE
SUMMIT, LLC
/s/ Xxxxx X.
Xxxxx
XXXXX X.
XXXXX, MANAGING MEMBER
ZNOMICS
INC.
/s/ Xxxxxx
Xxxxxxx
XXXXXX
XXXXXXX, CHAIRMAN OF THE BOARD OF
DIRECTORS
