0001193125-11-120193 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 2nd, 2011 • Marshall Edwards Inc • Pharmaceutical preparations • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 2, 2011, by and among Marshall Edwards, Inc., a Delaware corporation, with headquarters located at 11975 El Camino Real, Suite 101, San Diego, California 92130 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 2nd, 2011 • Marshall Edwards Inc • Pharmaceutical preparations • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 2, 2011, by and among Marshall Edwards, Inc., a Delaware corporation, with headquarters located at 11975 El Camino Real, Suite 101, San Diego, California, 92130 (the “Company”) and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

VOTING AGREEMENT
Voting Agreement • May 2nd, 2011 • Marshall Edwards Inc • Pharmaceutical preparations • New York

VOTING AGREEMENT, dated as of May 2, 2011 (this “Agreement”), by and among Marshall Edwards, Inc., a Delaware corporation (the “Company”), and the stockholders listed on the signature pages hereto under the heading “Stockholders” (each, a “Stockholder” and collectively, the “Stockholders”).

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