EX-4.2



 









Exhibit 4.2








	marshal Edwards inc.




	mr sample & mrs sample & mr sample & mr sample
six hundred thousand
six hundred twenty
warrants to purcxhase shares of common stock par value $0,000000002 per share, of




	marshall Edwards inc. (hereinafter called the “company” ) transferable on the books of the company
in person or by duly authorized attorney upon surrender of this certified properly endorsed this
certificate in the warrants responsive the company and the warrants agent dates as of july 11 2006
(a copy of which is on file with the company and will this certificate is not valid unless
countersigned and registried by the warrants agents and register




	dated <<month and year




	016570 003590|127C|RESTRICTED||4|057-423




	see REVERSE FOR CERTAIN DEFMT.ONS




	WARRANTS TO PURCHASE SHARES OF COMMON STOCK, RftR VALUE $0.00000002 PER
SHARE, OF




	· -




	st” Edwards, inc. (hereinafter called the “Cprnpany”), transferable on the books of the
Company in




	Persnn or by duly authorized This Certificate and .




	of the: Warrant ;




	CUSIP            XXXXXXXXX
Holder ID XXXXXXXXXX
Marshall Edwards, Inc. !
Insurance Value 1,000,000.00
Number of Shares 123456
DTC 12345678 123456789012345
PO Box A3480 Chicago IL 60690-3480
Certificate Numbers            Num/No. Denom. Total
MR A SAMPLE :
1234567890/1234567890 1 1 1
DESIGNATION (IF ANY)
1234567890/1234567890 222
2
1234567890/1234567890 3 3 3
ADD3
1234567890/1234567890 444
ADD 4 !
1234567890/1234567890 5 5
5




	TouTM’TM90 6
6 7






 









 








VOID AFTER 5 P.M. EASTERN TIME ON JULY 11, 2010

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 July 11,
2010 (“Expiration Date”), one fully paid and non-assessable share 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 (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 of the terms, provisions and conditions of the
Warrant Agreement, dated as of July 11, 2006, 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 AND EXCHANGE COMMISSION OR 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
or 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
notation 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.