0001193125-14-399922 Sample Contracts

POLIWOGG REGENERATIVE MEDICINE FUND, INC. [•] Shares of Common Stock Par Value $0.001 per Share UNDERWRITING AGREEMENT

Underwriting Agreement • November 6th, 2014 • Poliwogg Regenerative Medicine Fund, Inc. • New York

• Contract Type
  Underwriting Agreement
• Filed
  November 6th, 2014
• Company
  Poliwogg Regenerative Medicine Fund, Inc.
• Jurisdiction
  New York

FORM OF TRANSFER AGENT SERVICING AGREEMENT

Transfer Agent Servicing Agreement • November 6th, 2014 • Poliwogg Regenerative Medicine Fund, Inc. • Wisconsin

• Contract Type
  Transfer Agent Servicing Agreement
• Filed
  November 6th, 2014
• Company
  Poliwogg Regenerative Medicine Fund, Inc.
• Jurisdiction
  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”).

FORM OF ADMINISTRATIVE SERVICES AGREEMENT

Administrative Services Agreement • November 6th, 2014 • Poliwogg Regenerative Medicine Fund, Inc. • New York

• Contract Type
  Administrative Services Agreement
• Filed
  November 6th, 2014
• Company
  Poliwogg Regenerative Medicine Fund, Inc.
• Jurisdiction
  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”).

FORM OF INVESTMENT ADVISORY AGREEMENT

Investment Advisory Agreement • November 6th, 2014 • Poliwogg Regenerative Medicine Fund, Inc. • New York

• Contract Type
  Investment Advisory Agreement
• Filed
  November 6th, 2014
• Company
  Poliwogg Regenerative Medicine Fund, Inc.
• Jurisdiction
  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”).

INITIAL SUBSCRIPTION AGREEMENT

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

• Contract Type
  Initial Subscription Agreement
• Filed
  November 6th, 2014
• Company
  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”).

FORM OF CUSTODY AGREEMENT

Custody Agreement • November 6th, 2014 • Poliwogg Regenerative Medicine Fund, Inc. • Minnesota

• Contract Type
  Custody Agreement
• Filed
  November 6th, 2014
• Company
  Poliwogg Regenerative Medicine Fund, Inc.
• Jurisdiction
  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”).