Poliwogg Regenerative Medicine Fund, Inc. Sample Contracts

FORM OF ESCROW AGREEMENT
Escrow Agreement • November 13th, 2014 • Poliwogg Regenerative Medicine Fund, Inc. • New York

This Escrow Agreement (this “Agreement”) is entered into as of this day of , by and among Poliwogg Regenerative Medicine Fund, Inc., a Maryland corporation, (the “Company”), U.S. Bank National Association (the “Escrow Agent”), a national banking association organized and existing under and by virtue of the laws of the United States of America, and W.R. Hambrecht + Co., LLC, a Delaware limited liability company (the “Underwriter”).

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POLIWOGG REGENERATIVE MEDICINE FUND, INC. [3,000,000] Shares of Common Stock Par Value $0.001 per Share UNDERWRITING AGREEMENT January [•], 2015
Underwriting Agreement • January 23rd, 2015 • Poliwogg Regenerative Medicine Fund, Inc. • New York
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FORM OF TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • November 6th, 2014 • Poliwogg Regenerative Medicine Fund, Inc. • Wisconsin

THIS AGREEMENT is made and entered into as of this day of October, 2014, by and between POLIWOGG REGENERATIVE MEDICINE FUND, INC., a Maryland corporation (the “Company”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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FORM OF ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • November 6th, 2014 • Poliwogg Regenerative Medicine Fund, Inc. • New York

This Agreement (“Agreement”) is made as of , 2014, by and between POLIWOGG REGENERATIVE MEDICINE FUND, INC., a Maryland corporation (the “Company”), and POLIWOGG ADVISERS, LLC, a Delaware limited liability company (the “Administrator”).

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FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 6th, 2014 • Poliwogg Regenerative Medicine Fund, Inc. • New York

This Agreement (“Agreement”) is made this , 2014, by and between POLIWOGG REGENERATIVE MEDICINE FUND, INC., a Maryland corporation (the “Company”), and POLIWOGG ADVISERS, LLC, a Delaware limited liability company (the “Adviser”).

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FORM OF AGREEMENT
Investment Advisory Agreement • November 13th, 2014 • Poliwogg Regenerative Medicine Fund, Inc. • Maryland

THIS AGREEMENT (the “Agreement”) is effective as of the day of , 2014, by and between Poliwogg Regenerative Medicine Fund, Inc., a Maryland corporation (the “Company”), and the Fund’s investment adviser, Poliwogg Advisers, LLC (the “Adviser”).

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INITIAL SUBSCRIPTION AGREEMENT
Initial Subscription Agreement • November 6th, 2014 • Poliwogg Regenerative Medicine Fund, Inc.

This Agreement is made as of the 30th day of September, 2014, between POLIWOGG REGENERATIVE MEDICINE FUND, INC., a Maryland corporation (the “Fund”), and POLIWOGG ADVISERS, LLC, a Delaware limited liability company (the “Subscriber”).

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FORM OF CUSTODY AGREEMENT
Custody Agreement • November 6th, 2014 • Poliwogg Regenerative Medicine Fund, Inc. • Minnesota

THIS AGREEMENT is made and entered into as of the day of , 2014, by and between POLIWOGG REGENERATIVE MEDICINE FUND, INC., a Maryland corporation, (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).

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