AMPIO PHARMACEUTICALS, INC.Placement Agent Agreement • April 19th, 2011 • Ampio Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Ampio Pharmaceuticals Inc., a Delaware corporation (the “Company”), confirms its agreement with Fordham Financial Management, Inc., a Colorado corporation (the “Placement Agent”), with respect to the sale by the Company of up to 4,400,0000 Shares of Common Stock (the “Shares”) at an offering price of $2.50 per Share (the “Purchase Price”) to be offered for sale pursuant to a Confidential Private Placement Memorandum dated March 21, 2011 (the “Memorandum”) to be provided to investors. The Company and the Placement Agent reserve the right to increase the size of the offering at any time without notice to subscribers or investors, on consent of the Placement Agent. The Memorandum shall include all documents which are incorporated by reference into the Memorandum.
ESCROW AGREEMENTEscrow Agreement • April 19th, 2011 • Ampio Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This ESCROW AGREEMENT (this “Agreement”) made as of the 17th day of March, 2011 by and among Ampio Pharmaceuticals, Inc. (the “Issuer”) whose address appears on the Information Sheet (as defined herein) attached to this Agreement, Fordham Financial Management, Inc. (the “Placement Agent”) whose name and address appear on the Information Sheet and American Stock Transfer & Trust Company, LLC with an address at 6201 15th Avenue, Brooklyn, NY 11219 (the “Escrow Agent”).
ContractPrivate Placement Subscription Agreement • April 19th, 2011 • Ampio Pharmaceuticals, Inc. • Pharmaceutical preparations • Colorado
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “AGREEMENT”) RELATES TO AN OFFERING OF COMMON STOCK RELYING UPON ONE OR MORE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE FEDERAL SECURITIES LAWS PURSUANT TO SECTION 4(2) AND/OR RULE 506 OF REGULATION D (“REGULATION D”) AS PROMULGATED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NONE OF THE SHARES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED NONE MAY BE OFFERED OR SOLD, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
