exv4w4



 




Exhibit 4.4












	

STOCK CERTIFICATE

CUSIP: 572322 13 9














Marshall Edwards, Inc.




PO Box A3480 Chicago IL 60690-3480




MR A SAMPLE

DESIGNATION (IF ANY)

ADD 1

ADD 2

ADD 3

ADD 4







			
	CUSIP 

Holder ID 

Insurance Value 

Number of Shares 

DTC
	 	XXXXXX XX X

XXXXXXXXXX

1,000,000.00

123456

12345678 123456789012345






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Certificate Numbers	 	Num/No.	 	Denom.	 	Total
	1234567890/1234567890
	 	 	1	 	 	 	1	 	 	 	1	 
	1234567890/1234567890
	 	 	2	 	 	 	2	 	 	 	2	 
	1234567890/1234567890
	 	 	3	 	 	 	3	 	 	 	3	 
	1234567890/1234567890
	 	 	4	 	 	 	4	 	 	 	4	 
	1234567890/1234567890
	 	 	5	 	 	 	5	 	 	 	5	 
	1234567890/1234567890
	 	 	6	 	 	 	6	 	 	 	6	 
	Total Transaction
	 	 	 	 	 	 	 	 	 	 	 7	 











 









 





VOID AFTER 5 P.M. EASTERN TIME ON AUGUST 6, 2012

WARRANTS TO PURCHASE COMMON STOCK

MARSHALL EDWARDS, INC.




     Each
Warrant, entitles the holder thereof to purchase from Marshall Edwards, Inc., a corporation
incorporated under the laws of the State of Delaware the (“Company”), subject to the terms and
conditions set forth hereinafter and in the Warrant Agreement, hereinafter more fully described
(the “Warrant Agreement”) at any time on or before the close of business on August 6, 2012
(“Expiration Date”), four fully paid and non-assessable shares of Common Stock of the Company, par
value $0.00000002 per share (“Common Stock”) upon presentation and surrender of this Warrant Certificate, with the instructions for the registration and delivery of Common Stock filled
in, at the stock transfer office in Chicago, Illinois, of Computershare Investor Services, Warrant
Agent of the Company (“Warrant Agent”) or of its successor warrant agent or, if there be no
successor warrant agent, at the corporate offices of the Company, and upon payment of the Exercise
Price per Warrant (as defined in the Warrant Agreement) and any applicable taxes paid either in
cash, or by certified or official bank check, payable in lawful money of the United States of
America to the order of the Company. The number and kind of securities or other property for which
the Warrants are exercisable are subject to adjustment in certain events, such as mergers, splits,
stock dividends, splits and the like, to prevent dilution.



     This Warrant Certificate is subject to all terms, provisions and conditions of the Warrant
Agreement, dated as of August 1, 2007, between the Company and the Warrant Agent, to all of which
terms, provisions and conditions the registered holder of this Warrant Certificate consents by
acceptance hereof. The Warrant Agreement is incorporated herein by reference and made a part hereof
and reference is made to the Warrant Agreement for a full description of the rights, limitations of
rights, obligations, duties and immunities of the Warrant Agent, the Company and the holders of the
Warrant Certificates. Copies of the Warrant Agreement are available for inspection at the stock
transfer office of the Warrant Agent or may be obtained upon written request addressed to the
Company at 140 Wicks Road, North Ryde NSW 2113, Australia, Attn: Secretary.



     The Company shall not be required upon the exercise of the Warrants evidenced by this Warrant
Certificate to issue fractions of Warrants, Common Stock or other securities, but shall make
adjustment therefor in cash on the basis of the current market value of any fractional interest as
provided in the Warrant Agreement.



     THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED
WITH THE SECURITIES AMD EXCHANGE COMMISSION THE SECURITIES COMMISSION
OF ANY STATE AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY
HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT
SUCH TRANSACTION DOES NOT
REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.



     This Warrant Certificate, with or without other Certificates, upon surrender to the Warrant Agent,
any successor warrant agent or, in the absence of any successor warrant agent, at the corporate
offices of the Company, may be exchanged for another Warrant Certificate or Certificates evidencing
in the aggregate the same number of Warrants as the Warrant Certificate or Certificates so
surrendered. If the Warrants evidenced by this Warrant Certificate shall be exercised in part, the
holder hereof shall be entitled to receive upon surrender hereof another Warrant Certificate
Certificates evidencing the number of Warrants not so exercised.



     No holder of this Warrant Certificate, as such, shall be entitled to vote, receive dividends or be
deemed the holder of Common Stock or any other securities of the Company which may at any time be
issuable on the exercise hereof for any purpose whatever, nor shall anything contained in the
Warrant Agreement or herein be construed to confer upon the holder of this Warrant Certificate, as
such, any of the rights of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof or give or withhold
consent to any corporate action (whether upon any matter submitted to stockholders at any meeting
thereof, or give or withhold consent to any merger, recapitalization, issuance of stock,
reclassification of stock, change of par value or change of stock to no par value, consolidation,
conveyance or otherwise) or to receive notice of meetings or other
actions affecting stockholders
(except as provided in the Warrant Agreement) or to receive dividends or subscription rights or
otherwise until the Warrants evidenced by this Warrant Certificate shall have been exercised and the Common Stock
purchasable upon the exercise thereof shall have become deliverable as provided in the Warrant
Agreement.



     If this Warrant Certificate shall be surrendered for exercise within any period during which the
transfer books for the Company’s Common Stock or other class of stock purchasable upon the exercise
of the Warrants evidenced by this Warrant Certificate are closed for any purpose, the Company shall
not be required to make delivery of certificates for shares purchasable upon such transfer until
the date of the reopening of said transfer books.



     Every holder of this Warrant Certificate by accepting the same consents and agrees with the
Company, the Warrant Agent, and with every other holder of a Warrant Certificate that:




	(a)	 	this Warrant Certificate is transferable on the registry books of the Warrant Agent only upon
the terms and conditions set forth in the Warrant Agreement, and
	 
	(b)	 	the Company and the Warrant Agent may deem and treat the person in whose name this Warrant
Certificate is registered as the absolute owner hereof
(notwithstanding any rotation of
ownership or other writing thereon made by anyone other than the Company or the Warrant Agent) for
all purposes whatever and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary. The Company shall not be required to issue or deliver any certificate for shares
of Common Stock or other securities upon the exercise of Warrants evidenced by this Warrant
Certificate until any tax which may be payable in respect thereof by the holder of this Warrant
Certificate pursuant to the Warrant Agreement shall have been paid, such tax being payable by the
holder of this Warrant Certificate at the time of surrender.





     This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been
countersigned by the Warrant Agent.