0001193125-11-120194 Sample Contracts

MARSHALL EDWARDS, INC. Form of Lock-Up Agreement May 2, 2011
Marshall Edwards Inc • May 2nd, 2011 • Pharmaceutical preparations • New York

This Lock-Up Agreement is being delivered to you in connection with the Securities Purchase Agreement (the “Purchase Agreement”), dated as of May 2, 2011 by and among Marshall Edwards, Inc. (the “Company”) and the investors party thereto (the “Buyers”), with respect to the issuance of (i) common stock, par value $0.00000002 per share (the “Common Stock”) and (ii) warrants (the “Warrants”) which Warrants will be exercisable to purchase Common Stock in accordance with their terms. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.

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