FORM OF SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • March 20th, 2012 • Marshall Edwards Inc • Pharmaceutical preparations • Massachusetts
This Subscription Agent Agreement (the “Agreement”) is made as of March [ ], 2012 by and among Marshall Edwards, Inc. (the “ Company”), Computershare Inc., a Delaware corporation and its fully owned subsidiary Computershare Trust Company, N.A., a national banking (collectively, the “Agent” or individually “Computershare” and the “Trust Company”, respectively). All terms not defined herein shall have the meaning given in the prospectus (the “Prospectus”) included in the Registration Statement on Form S-1 (File No. 333-179590) filed by the Company with the Securities and Exchange Commission on February 21, 2012, as amended by any amendment filed with respect thereto (the “Registration Statement”).
FORM OF WARRANT AGREEMENTWarrant Agreement • March 20th, 2012 • Marshall Edwards Inc • Pharmaceutical preparations • New York
Agreement made as of [ ], 2012 between Marshall Edwards, Inc., a Delaware corporation, (the “Company”), and Computershare Inc., a Delaware corporation and its wholly-owned subsidiary Computershare Trust Company, N.A., a federally chartered, limited purpose trust company (collectively, the “Warrant Agent” or individually, “Computershare” and the “Trust Company,” respectively).
Letterhead of Georgeson Inc.]Letter of Agreement • March 20th, 2012 • Marshall Edwards Inc • Pharmaceutical preparations • New York
This Letter of Agreement, including the Appendix attached hereto (collectively, this “Agreement”), sets forth the terms and conditions of the engagement of Georgeson Inc. (“Georgeson”) by Marshall Edwards, Inc. (the “Company”) to act as Information Agent in connection with its upcoming rights offering (the “Offer”). The term of the Agreement shall be the term of the Offer, including any extensions thereof.
