0001437749-14-009024 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • May 14th, 2014 • Paulson Capital (Delaware) Corp. • Security brokers, dealers & flotation companies • Delaware

This Employment Agreement (the “Agreement”) is made as of the 8th day of May, 2014 by and between Jeff Baxter, on the one hand (the “Executive”), and Paulson Capital (Delaware) Corp., a Delaware corporation (the “Company”), on the other hand.

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VOTING AGREEMENT
Voting Agreement • May 14th, 2014 • Paulson Capital (Delaware) Corp. • Security brokers, dealers & flotation companies • New York

This Voting Agreement (this "Agreement"), dated as of May 8, 2014, is entered into by and between the undersigned stockholder ("Stockholder") of Variation Biotechnologies (US), Inc., a Delaware corporation (the "Company"), and Paulson Capital (Delaware) Corp., a Delaware corporation ("Parent").

HUDSON BAY MASTER FUND LTD May 8, 2014
Merger Agreement • May 14th, 2014 • Paulson Capital (Delaware) Corp. • Security brokers, dealers & flotation companies • New York

This agreement (the “Leak-Out Agreement”) is being delivered to you in connection with that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 8, 2014 (the “Execution Date”), by and among Variation Biotechnologies (US), Inc., a Delaware corporation (the “Company”); Paulson Capital (Delaware) Corp., a Delaware corporation (“Parent”); and VBI Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).

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