0001193125-14-410599 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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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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