Form of Warrant Agreement



 Exhibit 4.15 
 FORM OF WARRANT AGREEMENT 
 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). 
 WHEREAS, the Company is offering subscription rights (the “Rights”) to its
shareholders of record as of 5:00 p.m. Eastern time on March 30, 2012, each Right exercisable for one unit comprised of 0.50 shares of the Company’s common stock, par value $0.00000002 per share (the “Common Stock”), and a
warrant to purchase an additional 0.25 shares of Common Stock at an exercise price of $1.19 per share (the “Warrants”) for a period of five years following the issuance of the Warrants; 

WHEREAS, the Company has filed with the Securities and Exchange Commission a Registration Statement on Form S-1, No. 333-179590
for the registration, under the Securities Act of 1933, as amended (the “1933 Act”) of the Rights, the Common Stock issuable upon exercise of the Rights, the Warrants and the Common Stock issuable upon exercise of the Warrants (the
“Warrant Shares”); 
 WHEREAS, following the closing of the rights offering, the Warrants will be transferable
separately from the Common Stock, although it is not anticipated that there will initially be any trading market for the Warrants; 
 WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange and exercise
of the Warrants; 
 WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which
they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and 
 WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as
provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement. 
 NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows: 

1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the
Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement. 
 2. Warrants. 
 2.1 Form of Warrant. Each Warrant
shall be issued in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by or bear the facsimile signature of the Chief Executive Officer or President of the Company and of the
Secretary of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with
the same effect as if he or she had not ceased to be such at the date of issuance. 

  
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 2.2 Effect of Countersignature. Unless and until countersigned by the
manual or facsimile signature of the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof. 
 2.3 Registration. 
 2.3.1 Warrant Register. The Warrant
Agent shall maintain books (“Warrant Register”), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the
Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. 
 2.3.2 Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant
shall be registered upon the Warrant Register (“registered holder”), as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificate made
by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. 

3. Terms and Exercise of Warrants. 
 3.1 Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the registered holder thereof, subject to the provisions of such Warrant and of this Warrant
Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $1.19 per whole share, subject to the adjustments provided in Section 4 hereof. The term “Warrant Price” as used in this
Warrant Agreement refers to the price per share at which Common Stock may be purchased at the time a Warrant is exercised. 

3.2 Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on
9:00 a.m., Eastern time on the date of issuance of the Warrant and terminating at 5:00 p.m., Eastern time on the five-year anniversary of the date of issuance of the Warrant (“Expiration Date”). Each Warrant not exercised on
or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. 

3.3 Exercise of Warrants. 
 3.3.1 Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the registered holder thereof
by surrendering it, at the office of the Warrant Agent, or at the office of any successor Warrant Agent, with the subscription form, as set forth in the Warrant, duly executed, and (A) by paying in full the Warrant Price for each full share of
Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant by certified check or bank draft payable to the order of the Company (or as otherwise agreed to by the Company), or
(B) if applicable as set forth in Section 3.3.6, by notifying the Company that the Warrant is being exercised pursuant to a Cashless Exercise in accordance with such Section. 

3.3.2 Issuance of Certificates. As soon as practicable after the exercise of any Warrant and the clearance of the funds
in payment of the Warrant Price, the Warrant Agent shall deliver to the registered holder of such Warrant a certificate or certificates for the number of full shares of Common Stock to which such registered holder is entitled, registered in such
name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant for the number of Warrant Shares as to which such Warrant shall not have been exercised. In no event will
the Company be required to net cash settle the warrant exercise. 

  
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 3.3.3 Valid Issuance. All shares of Common Stock issued upon the proper
exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and non-assessable. The Company shall provide an opinion of counsel prior to the issuance of securities hereunder, including, inter alia, the Warrants
and the Common Stock. The opinion shall state that all such securities, or the transactions in which they are being offered or issued, as applicable, are: 
 (1) Registered, or subject to a valid exemption from registration, under the 1933 Act, and all appropriate state securities law filings have been made with respect to such securities; and 

(2) Validly issued, fully paid and non-assessable. 
 3.3.4 Date of Issuance. Each person in whose name any such certificate for shares of Common Stock is issued shall for all purposes be deemed to have become the holder of record of such
shares on the date on which the Warrant was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer
books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. 

3.3.5 Bank Accounts. The Company acknowledges that the bank accounts maintained by Computershare in connection with the services
provided under this Agreement will be in its name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to
time. Neither the Company nor the Holders will receive interest on any deposits or funds tendered in payment of the Warrant Price. 
 3.3.6 Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement or registration statements of the Company filed under the 1933 Act covering the
exercise of the Warrants that are the subject of the Subscription Form pursuant to the 1933 Act is not available, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise
contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, such Holder will receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a
“Cashless Exercise”): 
 Net Number = (A x B) – (A x C) 

D 
 For
purposes of the foregoing formula: 
 A= the total number of shares with respect to which this Warrant is then being exercised.

 B= the arithmetic average of the Weighted Average Prices of the Common Stock (as reported by Bloomberg) for the five
(5) consecutive trading days ending on the date immediately preceding the date of the Subscription Form. 
 C= the Exercise
Price then in effect for the applicable Warrant Shares at the time of such exercise. 
 D= the Weighted Average Price of the
Common Stock on the exercise date. 
 For purposes of Rule 144(d) promulgated under the 1933 Act, as in effect on the date
hereof, it is intended and the Company acknowledges that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the
Issuance Date. For the avoidance of doubt, the Company shall not be required to repurchase, redeem or settle any Warrants for cash or other property, other than for shares of Common Stock in accordance with the provisions of this Section 3.3.6.


  
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 4. Adjustments. 

4.1 Stock Dividends — Split-Ups. If, after the date hereof, and subject to the provisions of Section 4.7, the
number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock, or other similar event, then, on the effective date of such stock dividend, split-up or
similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in shares of Common Stock. 
 4.2 Aggregation of Shares. If, after the date hereof, and subject to the provisions of Section 4.7, the number of outstanding shares of Common Stock is decreased by a consolidation,
combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of
Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock. 
 4.3 Adjustments in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Section 4.1 and 4.2 above,
the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the
exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 

4.4 Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the
outstanding shares of Common Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another
corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or
conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms
and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other
securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had
exercised his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to
Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. 

4.5 Requirement to Exercise Warrants. Notwithstanding Section 4.4 hereof, and in lieu thereof, the Company may
elect by written notice to the registered holder of the Warrant, to require such registered holder to exercise all of the Warrants remaining unexercised prior to any such reorganization, reclassification, consolidation, merger or sale. If the
registered holder of the Warrant shall not exercise all or any part of the Warrants remaining unexercised prior to such event, such unexercised Warrants shall automatically become null and void upon the occurrence of any such event, and of no
further force and effect. The Common Stock issued pursuant to any such exercise shall be deemed to be issued and outstanding immediately prior to any such event, and shall be entitled to be treated as any other issued and outstanding share of
Common Stock in connection with such event. If an election is not made by the Company pursuant to this subsection 4.5 in connection with any such event, then the provisions of subsection 4.4 shall apply to such event. 

  
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 4.6 Notices of Changes in Warrant. Upon every adjustment of the Warrant
Price or the number of shares issuable upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in
the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in
Sections 4.1, 4.2, 4.3, 4.4, or 4.5, then, in any such event, the Company shall give written notice to each Warrant holder, at the last address set forth for such holder in the warrant register, of the record date or the effective date of the
event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event. 

4.7 No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall
not issue fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a
share, the Company shall, upon such exercise, round up or down to the nearest whole number the number of shares of Common Stock to be issued to the Warrant holder. 
 4.8 Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same
Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant to this Agreement. However, the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem
appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed. 

4.9 Optional Tax Adjustment. The Company may at its option, at any time during the term of the Warrants, increase the number of
Warrant Shares into which each Warrant is exercisable, or decrease the Exercise Price, in addition to those changes otherwise required by this Section 4, as deemed advisable by the Board of Directors of the Company, in order that any event treated
for Federal income tax purposes as a dividend of stock or stock rights shall not be taxable to the holders of the Common Stock or for any other purpose. Such adjustment may be made upon such terms as the Company may deem appropriate. 

4.10 Other Events. If any event occurs as to which the foregoing provisions of this Article 4 are not strictly
applicable or, if strictly applicable, would not, in the good faith judgment of the Board, fairly and adequately protect the purchase rights of the registered holders of the Warrants in accordance with the essential intent and principles of such
provisions, then the Board shall make such adjustments in the application of such provisions, in accordance with such essential intent and principles, as shall be reasonably necessary, in the good faith opinion of the Board, to protect such purchase
rights as aforesaid. 
 5. Transfer and Exchange of Warrants. 

5.1 Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding
Warrant upon the Warrant Register, upon surrender of such Warrant for transfer. The requirements for such transfer or for exchanges to be issued in a name other than the registered holder shall include, inter alia, a signature guarantee from
an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association as indicated in Section 6(i)(v) below, and any other reasonable evidence of authority that may be required by
the Warrant Agent. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the
Warrant Agent to the Company from time to time upon request. 
 5.2 Procedure for Surrender of
Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the registered
holder of the Warrants so surrendered, representing an equal aggregate number of Warrants. 
 5.3 Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a warrant certificate for a fraction of a Warrant. 

5.4 Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


  
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 5.5 Warrant Execution and Countersignature. The Warrant Agent is hereby
authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, will supply the
Warrant Agent with Warrants duly executed on behalf of the Company for such purpose. 
 6. Other Provisions Relating to
Rights of Holders of Warrants. 
 6.1 No Rights as Shareholder. A Warrant does not entitle the registered
holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders in
respect of the meetings of shareholders or the election of directors of the Company or any other matter. 

6.2 Mutilated or Missing Warrants. If any of the Warrants shall be mutilated, lost, stolen or destroyed, the Company shall
issue, and the Warrant Agent shall countersign and deliver, in exchange and substitution for and upon cancellation of the mutilated Warrant, or in lieu of and substitution for the Warrants lost, stolen or destroyed, new Warrants of like tenor and
representing an equivalent number of Warrants, but only upon receipt of evidence reasonably satisfactory to the Company and the Warrant Agent of the loss, theft or destruction of such Warrants and an affidavit or the posting of an indemnity or bond,
if requested by either the Company or the Warrant Agent, also satisfactory to them. Applicants for such substitute Warrants shall also comply with such other reasonable regulations and pay such other reasonable charges as the Company or the Warrant
Agent may prescribe and as required by Section 8-405 of the Uniform Commercial Code as in effect in the State of New York. 

6.3 Reservation of Common Stock. The Company shall at all times reserve and keep available a number of its authorized
but unissued shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement. 
 7. Concerning the Warrant Agent and Other Matters. 

7.1 Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the
Company or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares. 

7.2 Resignation, Consolidation, or Merger of Warrant Agent. 

7.2.1 Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign
its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or
otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent before the expiration of such sixty (60) day notice. Any successor Warrant Agent shall be a corporation in good standing and authorized
under the laws of its jurisdiction of incorporation to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the
authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or
appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and
upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority,
powers, rights, immunities, duties, and obligations. 

  
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 7.2.2 Notice of Successor Warrant Agent. In the event a successor Warrant
Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment. 

7.2.3 Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which
it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any further act. 

7.3 Fees and Expenses of Warrant Agent. 
 7.3.1 Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and will reimburse the Warrant Agent upon demand
for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder. 

7.3.2 Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed,
executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement. 

7.4 Liability of Warrant Agent. 
 7.4.1 Reliance on Company Statement. Whenever in the performance of its duties under this Warrant Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter
be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a
statement signed by the Chief Executive Officer or President of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of
this Agreement. 
 7.4.2 Indemnity. The Warrant Agent shall be liable hereunder only for its own willful
misconduct or bad faith. Notwithstanding anything contained herein to the contrary, the Warrant Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or
from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to Warrant Agent as fees and charges, but not
including reimbursable expenses. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the
execution of this Agreement, including, but not by way of limitation, any action taken or omitted to be taken by the Warrant Agent hereunder in reliance on instructions from the Company, except as a result of the Warrant Agent’s willful
misconduct or bad faith. 
 7.4.3 Exclusions. The Warrant Agent shall have no responsibility with respect to
the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or
in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that
would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as
to whether any shares of Common Stock will, when issued, be valid and fully paid and non-assessable. 
 7.5 Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to
Warrants exercised and concurrently account for, and pay to the Company, all moneys received by the Warrant Agent for the purchase of shares of Common Stock through the exercise of Warrants. 

  
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 8. Miscellaneous Provisions. 

8.1 Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant
Agent shall bind and inure to the benefit of their respective successors and assigns. 
 8.2 Notices. Any
notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered, if by hand or overnight delivery or if sent by
certified mail or private courier service, within three days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows: 

Marshall Edwards, Inc. 
 11975 El Camino Real, Suite 101 
 San Diego, CA 92130 

Attn: Secretary 
 Any
notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered, if by hand or overnight delivery or if sent by
certified mail or private courier service, within three days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows: 

Computershare Trust Company, N.A. 
 Attn: Corporate Actions 
 250 Royall Street 

Canton, MA 02021 

8.3 Applicable law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be
governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action,
proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or a United States District Court located in New York, and irrevocably submits to such
jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may
be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8.2 hereof. Such mailing shall be deemed personal service and shall be
legal and binding upon the Company in any action, proceeding or claim. 
 8.4 Persons Having Rights under this
Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto of the
Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement
shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the registered holders of the Warrants. 
 8.5 Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the principal office of the Warrant Agent for inspection by the registered
holder of any Warrant. The Warrant Agent may require any such holder to submit his Warrant for inspection by it. 

8.6 Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 

  
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 8.7 Effect of Headings. The Section headings herein are for
convenience only and are not part of this Agreement and shall not affect the interpretation thereof. 

8.8 Amendments. This Agreement may be amended by the parties hereto without the consent of any registered holder for the
purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem
necessary or desirable and that the parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period,
shall require the written consent of the registered holders of the then outstanding Warrants exercisable for a majority of the shares of Common Stock issuable upon exercise of the Warrants. 

8.9 Severability . This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added
as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. 
 8.10 Survival. All provisions regarding indemnification, warranty, liability and limits thereon, and confidentiality and protection of proprietary rights and trade secrets shall survive the
termination or expiration of this Agreement. 
 8.11 Confidentiality. The Warrant Agent and the Company agree that
all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement including the fees for services set forth in the attached
schedule shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. 

  
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 IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the
day and year first above written. 
  

			
	 MARSHALL EDWARDS, INC.

		
	By:	 	 
	Name:	 	
	Title:	 	


  

			
	 COMPUTERSHARE INC.

		
	By:	 	 
	Name:	 	
	Title:	 	


  

			
	 COMPUTERSHARE TRUST COMPANY, N.A.

		
	By:	 	 
	Name:	 	
	Title:	 	



  
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	NUMBER	  	WARRANTS

 (SEE REVERSE SIDE FOR LEGEND) 
 THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. 
 EASTERN TIME,
            , 2017 
 CUSIP 

MARSHALL EDWARDS, INC. 
 FORM OF WARRANT 
 THIS CERTIFIES THAT, for value
received            is the registered holder of a Warrant or Warrants expiring            , 2017 (the “Warrant”) to
purchase one quarter of one (0.25) fully paid and non-assessable share of Common Stock, par value $0.00000002 per share (“Shares”), of Marshall Edwards, Inc., a Delaware corporation (the “Company”), for each Warrant evidenced by
this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing            , 2012, such number of Shares of the Company at the price of $1.19
per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Computershare Trust Company, N.A., but subject to any conditions set forth herein and in the Warrant Agreement
between the Company and Computershare Trust Company, N.A. (as such agreement may be amended from time to time, the “Warrant Agreement”). In no event will the Company be required to net cash settle the warrant exercise. The
Warrant Agreement provides that upon the occurrence of certain events the Warrant Price and the number of Warrant Shares purchasable hereunder, set forth on the face hereof, may, subject to certain conditions, be adjusted. The term Warrant
Price as used in this Warrant Certificate refers to the price per Share at which Shares may be purchased at the time the Warrant is exercised. 
 No fraction of a Share will be issued upon any exercise of a Warrant. If the holder of a Warrant would be entitled to receive a fraction of a Share upon any exercise of a Warrant, the Company shall,
upon such exercise, round down to the nearest whole number the number of Shares to be issued to such holder. Upon any exercise of the Warrant for less than the total number of Shares provided for herein, there shall be issued to the registered
holder hereof or the registered holder’s assignee a new Warrant Certificate covering the number of Shares for which the Warrant has not been exercised. 
 Warrant Certificates, when surrendered at the office or agency of the Warrant Agent by the registered holder hereof in person or by attorney duly authorized in writing, may be exchanged in the manner and
subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants. Upon due
presentment for registration of transfer of the Warrant Certificate at the office or agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be
issued to the transferee in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any applicable tax or other governmental charge. 

The Company and the Warrant Agent may deem and treat the registered holder as the absolute owner of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the registered holder, and for all other purposes, and neither the Company nor the Warrant Agent shall
be affected by any notice to the contrary. This Warrant does not entitle the registered holder to any of the rights of a shareholder of the Company. 
  

									
		 		 	MARSHALL EDWARDS, INC.
					
	 By:
	 	 	 		 	By:	 	 
		 	Secretary	 		 		 	Chief Executive Officer


  
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 SUBSCRIPTION FORM 

To Be Executed by the Registered Holder in Order to Exercise Warrants 
 The undersigned Registered Holder irrevocably elects to exercise        Warrants represented by this Warrant Certificate, and to purchase the shares of Common Stock
issuable upon the exercise of such Warrants, and requests that Certificates for such shares shall be issued in the name of 
  

			
	 	 	 (PLEASE TYPE OR PRINT NAME AND ADDRESS)

 

	 	 	 (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

 

	and be
delivered
to	 	
		 	(PLEASE PRINT OR TYPE NAME AND ADDRESS

 and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant
Certificate for the balance of such Warrants be registered in the name of, and delivered to, the Registered Holder at the address stated below: 
  

			
	Dated:                            
                                        
	 	
		 	 (SIGNATURE)

 

		 	 (ADDRESS)

 

		 	 
		 	 (SOCIAL SECURITY OR TAX
 IDENTIFICATION NUMBER)


 ASSIGNMENT 
 To Be Executed by the Registered Holder in Order to Assign Warrants 
 For Value Received, hereby
sells, assigns, and transfers unto 
  
  

			
	 	 	 (PLEASE TYPE OR PRINT NAME AND ADDRESS)

 

	 	 	 (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

 

	and be
delivered
to	 	
		 	(PLEASE PRINT OR TYPE NAME AND ADDRESS


  
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             of the Warrants represented by this
Warrant Certificate, and hereby irrevocably constitutes and appoints             Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution
in the premises. 
  

			
	Dated:
                                         
                               	 	
		 	(SIGNATURE)

 THE SIGNATURE TO THE ASSIGNMENT OF THIS WARRANT MUST CORRESPOND TO THE NAME WRITTEN UPON THE FACE OF THIS WARRANT IN
EVERY PARTICULAR, WITHOUT ALTERATION OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK EXCHANGE.


  
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