ADVISORY
AGREEMENT


 


THIS
ADVISORY AGREEMENT (the "Agreement") is made and entered into as of the 12th day of June,
2018, by and between Zander Therapeutics,
Inc. (the "Company"),
and Dakoy Capital Markets, LLC,
a member in good standing of the Financial Industry Regulatory Authority (the "Advisor").


 


RECITALS


 


WHEREAS,
Advisor has expertise in the
area of the Company's financial and business matters and is willing to provide consultative advisory services to the Company;
and


 


WHEREAS
, the
Company is willing to engage Advisor as an independent consultant and an advisor,
and not as an employee, on the
terms and conditions set forth herein .


 


AGREEMENT


 


NOW,
THEREFORE, in consideration
of the foregoing and of the mutual promises set forth herein ,
and intending to be legally bound
, the
parties hereto agree as follows:


 


1.
Engagement. The Company hereby engages Advisor to render, as a non-exclusive financial advisor, the following financial
advisory services and such other services as may be agreed to in writing by the Company and Advisor from time to time on the terms
and conditions set forth herein :


 


		a.	To
                                         act as an advisor for any type of strategic financing for the Company,
                                         including
                                         but not limited to a direct investment into the Company or a bridge financing or an offering
                                         of the Company's debt or equity securities (each a "Financing").
                                         Compensation,
                                         if
                                         any,
                                         payable
                                         to Advisor related to a Financing shall be negotiated separately from this Agreement
                                         on a case-by-case
                                         basis.
                                         Nothing contained in this Agreement shall require the Company to accept any Financing
                                         and the Company may accept or reject any Financing in its sole and exclusive discretion;



 


		b.	Consult
                                         with the Company on certain financial matters including budgets,
                                         compensation,
                                         and private placements of the Company '
                                         s
                                         securities and review of the Company '
                                         s
                                         capitalization and structure.



 


		c.	To
                                         assist and develop an Advisory Committee with the
                                         Company
                                         to enhance shareholder value;



 


		d.	To
                                         assist and develop an internal control system with the Company to enhance business continuity
                                         and financial regulation requirements;



 


		e.	Strategic
                                         planning, due diligence and other operational matters in connection with mergers,
                                         consolidations
                                         ,
                                         reorganizations
                                         ,
                                         recapitalizations,
                                         business
                                         combinations ,
                                         or
                                         other transactions pursuant to which the Company might be acquired by,
                                         or
                                         combined with, any third party;



 






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		f.	Advancement
                                         of the Company's business objectives as defined by the Company, including analyzing the
                                         Company's business and revenue models and capital structure,
                                         and
                                         identifying strategic partners;



 


		g.	Introduce
                                         and recruit prospective members for participation on the Company
                                         '
                                         s
                                         Board,
                                         management
                                         team,
                                         Advisory
                                         Committee,
                                         and
                                         various other committees that the Company may reasonably require from time-to-time ;
                                         and



 


		h.	Any
                                         and all other duties typically performed by an "
                                         advisor."



 





2.     
Term. This Agreement will be for a term of three (3) months ,
unless earlier terminated pursuant
to the terms herein or unless modified by the mutual written agreement of the parties.


 


3.      
The Company agrees to pay Advisor
$ 10,000 upon execution of this Agreement, $10,000 on July 12th,
2018 and $10,000
on August 12th,
2018. The Company shall reimburse
Advisor for all expenses pre-approved in advance and in writing by the Company.


 


 4. Additional Compensation .




 


a.      
The Advisor shall be paid additional
compensation in the event Advisor acts as a placement agent or selling group member for the raising of capital,
debt or equity for the benefit
of the Company.
Compensation shall not exceed
usual and customary fees paid to other FlNRA Broker Dealer's
for similar services
, and
such services will be performed pursuant to a separate Placement Agent or Underwriter's Agreement.


 


b.     
In the event that the Advisor
initiates the transactions ,
introduces the counterparty,
or advises the Company in connection with any such transact ion ,
Advisor shall be paid a transaction
fee that will be determined on the basis of good faith negotiation. Compensation shall not exceed usual and customary fees paid
for similar services, and
such services will be performed pursuant to a separate agreement.





 


5.
Advisor's Business Activities







		a.	During
                                         the term of this Agreement ,
                                         Advisor
                                         will engage in no business or other activities,
                                         which
                                         are or may be,
                                         directly
                                         or indirectly,
                                         competitive
                                         with the business activities of the Company without obtaining the prior written consent
                                         of the Company .



 


		b.	Advisor
                                         shall devote such tim e,
                                         attention
                                         and energy to the business and affairs of the Company as requested by the Company.



 


 6. Interference with the Company's Business.




 



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		a.	Notwithstanding
                                         any other prov1s1on of this
                                         Agreement
                                         ,
                                         during
                                         the term of this Agreement, Advisor shall not,
                                         directly
                                         or indirectly,
                                         employ,
                                         solicit
                                         for employment, or advise or recommend to any other person that such other person employ
                                         or solicit for employment, any person employed or under contract (whether as an Advisor,
                                         employee
                                         or otherwise) by or to the Company during the period of such person's association with
                                         the Company and one year thereafter.



 


		b.	Notwithstanding
                                         any other provision of this Agreement ,
                                         and
                                         to the fullest extent permitted by law ,
                                         during
                                         the term of this Agreement ,
                                         Advisor
                                         shall not,
                                         directly
                                         or in directly,
                                         solicit
                                         any clients or customers of the Company. Advisor agrees that such solicitation would
                                         necessarily involve disclosure or use of confidential information in breach of the Confidential
                                         Information and Invention Assignment Agreement.



 


7.     
Representations and Warranties .
Advisor represents and warrants
(i) that Advisor has no obligations,
legal or otherwise ,
inconsistent with the terms of
this Agreement or with
Advisor's undertaking
this relationship
with the Company , (ii)
that the performance of the services called for by this Agreement do not and will not violate any applicable law,
rule or regulation or any proprietary
or other right of any third party,
(iii) that Advisor will not use,
in the
performance of its responsibilities
under this
Agreement ,
any confidential information
or trade secrets of
any other person or entity and (iv) that Advisor has not entered into or will enter into any agreement (whether oral or written)
in conflict with this Agreement.


 


8.     
Indemnification. Advisor hereby indemnifies
and agrees to defend and hold
harmless the Company from and against any and all claims ,
demands and actions,
and any liabilities,
damages or expenses resulting
therefrom,
including court costs and reasonable
attorneys' fees,
arising out of or relating to
the services performed by Advisor under this Agreement or the representations and warranties
made by Advisor pursuant to this
Agreement. Advisor's obligations under this paragraph 8 hereof shall survive the termination,
for any reason,
of this Agreement. The Company
hereby indemnifies and agrees
to defend and hold harmless the
Advisor from and against
any and all claims,
demands and actions
, and
any lia bilities, damages
or expenses resulting therefrom,
including court costs and reasonable
attorney s'
fees, arising
out of or relating to this Agreement. The Company's
obligations
under this paragraph 8 hereof shall survive the termination,
for any reason,
of this
Agreement.


 


9.     
Attorney 's
Fees. Should either party
hereto,
or any
heir,
personal
representative,
successor
or
assign of either party here to,
resort to litigation to enforce
this Agreement, the
party or parties prevailing
in such litigation shall be entitled,
in addition to such other relief
as may be granted,
to recover its or their
reasonable attorneys' fees and
costs in such litigation from the party or parties against whom enforcement was sought.


 


10.
Entire Agreement. This
Agreement, contains
the entire understanding and agreement between the parties hereto with respect to its subject matter and supersedes any prior
or contemporaneous written or oral agreements,
representations or warranties
between them respecting the subject matter hereof.


 


11.  
Amendment. This Agreement
may be amended only by in writing signed by Advisor and by a representative of the Company duly authorized.





 



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12.  
Severability. If
any term, provision,
covenant or condition of this
Agreement, or the application thereof to any person, place or circumstance,
shall be held by a court of competent
jurisdiction to be in valid,
unenforceable or void,
the remainder of this Agreement
and such term, provision,
covenant or condition as applied
to other persons, places
and circumstances shall remain in full force and effect.


 


13.  
Rights Cumulative. The rights and remedies provided by this Agreement are cumul ative
, and
the exercise of any right or remedy by either party hereto (or by its successors),
whether pursuant to this Agreement,
to any other agreement, or to law,
shall not preclude or waive its
right to exercise any or all other rights and remedies.


 


14.   
Nonwaiver. No failure or neglect of either party hereto in any instance to exercise any right ,
power or privilege hereunder
or under law shall constitute a waiver of any other right,
power or privilege or of the
same righ t,
power or privilege in any other
instance. All waivers by either party hereto must be contained in a written instrument signed by the party to be charged ,
by an executive officer of such
party.


 


15.  
Termination. Advisor may terminate this Agreement for any reason upon ten (10) days prior written notice to the Company.
The Company may terminate this
Agreement at any time for Cause. This Agreement may be terminated by the Company for "Cause" upon the occurrence of
any of the following:


 


		a.	upon
                                         the material breach or default by Advisor in the performance of any provision of this
                                         Agreement,
                                         and
                                         the Advisor fails to cure such default within fifteen (15)
                                         days from its receipt of a notice of default specifying in reasonable detail the
                                         reasons for such notice to be given from the Company.



		b.	upon
                                         the filing of a petition in bankruptcy by Advisor or upon the adjudication of bankruptcy
                                         on Advisor ,
                                         or
                                         upon the filing of a petition in bankruptcy against Advisor and such petition is not
                                         discharged within sixty (60) days of such filing
                                         ;



		c.	upon
                                         the application for appointment of a receiver ,
                                         or
                                         making of a general assignment for the benefit of creditors by, or insolvency of Adviso
                                         r;



		d.	Non-performance
                                         of Advisor '
                                         s
                                         duties as set forth in this Agreement and the Advisor fails to cure such non-performance
                                         within fifteen (15) days from its receipt of a notice of non performance specifying in
                                         reasonable detail the reasons for such notice to be given from the Company.;
                                         or



		e.	upon
                                         suspension or revocation of Advisor'
                                         s
                                         broker-dealers license .



 





16.  
Remedy for Breach. The parties hereto agree that,
in the event of breach or threatened
breach of this Agreement , the
damage or imminent damage to the value and the goodwill of the Company's business will be inestimable, and that therefore any
remedy at law or in damages shall be in adequate.
Accordingly ,
the parties hereto agree that
the Company shall be entitled to injunctive relief against Advisor in the event of any breach or threatened breach by Advisor
, in
addition to any other relief (including damages and the right of the Company to stop payments hereunder which is hereby granted)
available to the Company under this Agreement or under law.


 


17.  
Agreement to Perform Necessary Acts. Advisor agrees to perform any further acts and execute and deliver any documents that
may be reasonably necessary to carry out the provisions of this Agreement.


 






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18
. Assignment.
This Agreement may not be assigned by Advisor without the Company's prior written consent. This Agreement may be assigned
by the Company in connection with a merger or sale of all or substantially all of its assets,
and in other instances with the
Advisor's consent which consent shall not be unreasonably withheld or delayed.


 


19.  
Compliance with Law.
In connection with his services
rendered hereunder , Advisor
agrees to abide by all federal,
state,
and local laws, ordinances and
regulations,
including but not limited to
state and federal securities laws and the rules and regulations of FINRA.


 


20.   
Advisor. The relationship between Advisor and the Company is that of a consultant and advisor pursuant to this Agreement
. This
Agreement does not grant authority for Advisor to act for the Company as its agent or make any commitment on behalf of the Company.
Advisor will not be eligible for any employee benefits, nor will the company make deductions from fees to the Advisor for taxes,
 insurance ,
bonds or the like. Advisor retains
the discretion in performing the tasks assigned ,
within the scope of work specified.


 


 21.  Taxes.
Advisor agrees to pay all appropriate local, state
and federal taxes.




 


22.  
Governing Law. This
Agreement shall be construed in accordance with, and all actions arising hereunder shall be governed by,
the laws of the State of New
York . Any
dispute arising hereunder shall be subject to the exclusive jurisdiction of the federal and state courts of the state of New York,
New York County.


 


IN
WITNESS WHEREOF, the
parties hereto have executed this Agreement on the day,
month and year first written
above.


 





	THE
    COMPANY:	 	THE
    ADVISOR:
	 	 	 
	ZANDER
    THERAPEUTICS, INC	 	DAKOY
    CAPITAL MARKETS, LLC
	 	 	 
	By:	 	 	By:	 
	Name:	David
    R. Koos	 	Name:	Craig
    Spivey
	Title:	Chairman
    & CEO	 	Title:	CEO



 


 


 



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