0001144204-09-038665 Sample Contracts

SIGNPATH PHARMA, INC. Private Placement of Units PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • July 24th, 2009 • SignPath Pharma, Inc. • Pharmaceutical preparations • New York

SignPath Pharma, Inc., a Delaware corporation (the “Company”) proposes to offer for sale (the “Offering”) in a private offering pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Act”), and/or Regulation D promulgated thereunder, an aggregate of up to $4,000,000 of units of its securities (“Units”) (plus $2,000,000 of additional Units to cover oversubscriptions). Each Unit consists of one share of Series A Preferred Stock (the “Preferred Shares”) and one Common Stock Purchase Warrant (the “Warrants”). Each Warrant will entitle the holder thereof to purchase 1,177 shares of the Company’s Common Stock. The Units, Preferred Shares and Warrants are sometimes referred to herein as the “Securities.” The Offering is being conducted on a “best efforts all or none” basis with respect to minimum gross proceeds of $1,500,000 (the “Minimum Offering”), and on a “best efforts” basis as to the remaining $2,500,000 of the maximum $4,000,000 gross proceeds (or $6,000,000 in the ev

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 24th, 2009 • SignPath Pharma, Inc. • Pharmaceutical preparations • New York

Indemnification Agreement (this “Agreement”), dated as of December 1, 2008 (the “Effective Date”), by and among SignPath Pharma Inc., a Delaware corporation (the “Company”) and Meyers Associates LP (the “Agent”).

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