0000950123-06-008884 Sample Contracts

STANDBY EQUITY DISTRIBUTION AGREEMENT
Standby Equity Distribution Agreement • July 12th, 2006 • Marshall Edwards Inc • Pharmaceutical preparations • New York

THIS AGREEMENT dated as of the 11th day of July 2006 (the “Agreement”) between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”), and MARSHALL EDWARDS, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 12th, 2006 • Marshall Edwards Inc • Pharmaceutical preparations • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 11, 2006, by and between MARSHALL EDWARDS, INC., a Delaware corporation (the “Company”), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”).

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