0001193125-07-033165 Sample Contracts

VOTING AND LOCK-UP AGREEMENT
Voting And • February 15th, 2007 • Commonwealth Biotechnologies Inc • Services-commercial physical & biological research • Virginia

Reference is made to the Stock Purchase Agreement dated as of November 24, 2006 (the “Purchase Agreement”) between Commonwealth Biotechnologies, Inc., a Virginia corporation, (“CBI”), PharmAust Chemistry Ltd, an Australian limited company (“Chemistry”), and PharmAust Limited, an Australian limited company (“PharmAust”). Terms used but not defined herein shall have the respective meanings set forth in the Purchase Agreement. In order to further induce CBI to continue to seek requisite approval of the Purchase Agreement from CBI’s shareholders and for other good and valuable consideration, and to clarify certain matters with respect to the parties, Chemistry and PharmAust hereby agree as follows:

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COMMONWEALTH BIOTECHNOLOGIES, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 15th, 2007 • Commonwealth Biotechnologies Inc • Services-commercial physical & biological research • Virginia

THIS AGREEMENT is made as of February 9, 2007, by and between Commonwealth Biotechnologies, Inc., a Virginia corporation (the “Company”), and PharmAust Chemistry Ltd, an Australian limited company (the “Stockholder”).

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