0001193125-11-349049 Sample Contracts

AMPIO PHARMACEUTICALS, INC. Common Stock (par value $0.0001) PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • December 21st, 2011 • Ampio Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
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SUBSCRIPTION ESCROW AGREEMENT
Subscription Escrow Agreement • December 21st, 2011 • Ampio Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This SUBSCRIPTION ESCROW AGREEMENT, dated as of December 20, 2011 (together with Schedule A and Schedule B hereto, this “Agreement”), is by and among Ampio Pharmaceuticals, Inc., a Delaware corporation, with principal offices located at 5445 DTC Parkway, Suite 925, Greenwood Village, Colorado 80111 (the “Company”); AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, with principal offices located at 6201 15th Avenue, Brooklyn, New York, 11219 (“Escrow Agent”); and Fordham Financial Management, Inc., a Colorado corporation, with principal offices located at 14 Wall Street, New York, New York 10005, as representative for the placement agents named in the Placement Agent Agreement (the “Placement Agent”).

Form of Subscription Agreement
Subscription Agreement • December 21st, 2011 • Ampio Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

The undersigned (the “Investor”) hereby confirms and agrees with Ampio Pharmaceuticals, Inc., a Delaware corporation (the “Company”) as follows:

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