RESTATED CERTIFICATE OF INCORPORATION

 

                                       OF

 

                             MARSHALL EDWARDS, INC.

 

         I.       The name of the corporation (hereinafter referred to as the

"Corporation") is Marshall Edwards, Inc. The date of filing of the Corporation's

original certificate of incorporation with the Secretary of State of the State

of Delaware was December 1, 2000.

 

         II.      Pursuant to Sections 242 and 245 of the General Corporation

Law of the State of Delaware (the "DGCL"), this Restated Certificate of

Incorporation restates and integrates and further amends the Certificate of

Incorporation of the Corporation, as heretofore amended or supplemented.

 

         III.     This Restated Certificate of Incorporation was duly adopted in

accordance with the provisions of Section 245 of the DGCL, the Board of

Directors of the Corporation having duly adopted resolutions setting forth and

declaring advisable the Restated Certificate of Incorporation, including said

amendments, and in lieu of a vote of stockholders, written consent to this

Restated Certificate of Incorporation, including said amendments, having been

given by the holder(s) of all of the outstanding stock of the Corporation in

accordance with Section 228 of the DGCL.

 

         IV.      The Restated Certificate of Incorporation of the Corporation

shall read as follows:

 

         FIRST: The name of the Corporation is Marshall Edwards, Inc.

 

         SECOND: The address of the Corporation's registered office in the State

of Delaware is 1209 Orange Street, in the City of Wilmington, County of New

Castle. The name of its registered agent at such address is The Corporation

Trust Company.

 

         THIRD: The total number of shares of all classes of stock which the

Corporation shall have authority to issue is 113,100,000, consisting of (1)

100,000 shares of preferred stock, par value US$.01 per share (the "Preferred

Stock") and (2) 113,000,000 shares of common stock, par value US$.00000002 per

share (the "Common Stock").

 

         The Board of Directors of the Corporation is expressly authorized, by

resolution or resolutions, to provide, out of the unissued shares of the

Preferred Stock, for series of the Preferred Stock. Before any shares of any

such series are issued, the Board of Directors shall fix, and is expressly

empowered to fix, by resolution or resolutions, the following provisions of the

shares thereof:

 

                  (a)      the designation of such series, the number of shares

         to constitute such series and the stated value thereof, if different

         from the par value thereof;

 

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                  (b)      whether the shares of such series shall have voting

         rights, in addition to any voting rights provided by law, and, if so,

         the terms of such voting rights (which may be special voting rights)

         and the preference or relation which such voting rights shall bear to

         the voting rights of any other class or any other series of this class;

 

                  (c)      the annual dividend rate (or method of determining

         such rate), if any, payable on such series, the conditions and dates

         upon which such dividends shall be payable, the preference or relation

         which such dividends shall bear to the dividends payable on any other

         class or any other series of this class;

 

                  (d)      whether dividends on the shares of such series shall

         be cumulative, and, in the case of shares of a series having cumulative

         dividend rights, the date or dates (or method of determining the date

         or dates) from which dividends on the shares of such series shall be

         cumulative;

 

                  (e)      whether the shares of such series shall be subject to

         redemption by the Corporation and, if so, the times, prices and other

         conditions of such redemption;

 

                  (f)      the amount or amounts payable upon shares of such

         series upon, and the rights of the holders of such series in, the

         voluntary or involuntary liquidation, dissolution or winding up of the

         Corporation;

 

                  (g)      whether the shares of such series shall be subject to

         the operation of a retirement or sinking fund and, if so, the extent to

         and manner in which any such retirement or sinking fund shall be

         applied to the purchase or redemption of the shares of such series for

         retirement or other corporate purposes and the terms and provisions

         relative to the operation thereof;

 

                  (h)      whether the shares of such series shall be

         convertible into, or exchangeable for, at the option of the holder or

         the Corporation or upon the happening of a specified event, shares of

         stock of any other class or of any other series of this class and, if

         so, the price or prices or the rate or rates of conversion or exchange

         and the method, if any, of adjusting the same;

 

                  (i)      the limitations and restrictions, if any, to be

         effective while any shares of such series are outstanding upon the

         payment of dividends or the making of other distributions on, and upon

         the purchase, redemption or other acquisition by the Corporation of,

         the Common Stock, any other series of the Preferred Stock or any other

         class of capital stock;

 

                  (j)      the conditions or restrictions, if any, upon the

         creation of indebtedness of the Corporation or upon the issue of any

         additional stock, including additional shares of such series or of any

         other series of the Preferred Stock or of any other class of capital

         stock; and

 

                  (k)      any other powers, preferences or rights, or any

         qualifications, limitations or restrictions thereof.

 

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         Except as otherwise provided by such resolution or resolutions, all

shares of the Preferred Stock shall be of equal rank. All shares of any one

series of the Preferred Stock shall be identical in all respects with all other

shares of such series, except that shares of any one series issued at different

times may differ as to the dates from which dividends thereon shall be

cumulative.

 

         FOURTH: (a) Purpose. Subject to the provisions of Clause (d) of this

Article FOURTH, the purpose of the Corporation is to engage in any lawful act or

activity for which a corporation may be organized under the DGCL.

 

         (b)      Definitions. As used in this Article FOURTH, the following

terms shall have the following meanings:

 

         "Affiliate" shall mean, with respect to Parent, any Person that is

controlled by Parent, controls Parent or is under common control with Parent,

and shall mean, with respect to the Corporation, any Person that is controlled

by the Corporation.

 

         "Corporate Opportunity" shall mean an investment or business

opportunity or prospective economic advantage in which the Corporation could,

but for the provisions of this Article FOURTH, have an interest or expectancy.

 

         "Person" shall mean an individual, corporation, partnership, limited

liability company, joint venture, trust or unincorporated organization.

 

         "Subsidiary" shall mean, with respect to Parent, any corporation,

association or other business entity other than the Corporation of which Parent

and/or any of its other Subsidiaries other than the Corporation directly or

indirectly owns at the time more than fifty percent (50%) of the outstanding

voting stock, voting power, partnership interests or similar voting interests of

such Person other than directors' qualifying shares, and shall mean, with

respect to the Corporation, any corporation, association or other business

entity of which the Corporation and/or any of its other Subsidiaries directly or

indirectly owns at the time more than fifty percent (50%) of the outstanding

voting stock, voting power, partnership interests or similar voting interests of

such Person other than directors' qualifying shares.

 

         (c)      Competing Activities. Except as otherwise expressly provided

in an agreement between the Corporation and any stockholder or by and between

the Corporation and two or more stockholders, (i) the stockholders of the

Corporation, including, without limitation, Parent, and its officers, directors,

agents, stockholders, members, partners, Affiliates and Subsidiaries, may engage

or invest in, independently or with others, business activities of any type or

description, including, without limitation, those that might be the same as or

similar to the Corporation's business or the business of any Subsidiary of the

Corporation; (ii) neither the Corporation, any Subsidiary of the Corporation nor

any other stockholder of the Corporation shall have any right in or to such

business activities; and (iii) to the extent required by applicable law in order

to effectuate the purpose of this provision, the Corporation shall have no

interest or expectancy, and specifically renounces any interest or expectancy,

in any such business activities.

 

         (d)      Corporate Opportunities.

 

                                       3

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                  (i)      If Parent (or, except as set forth below, any of its

officers, directors, agents, stockholders, members, partners, Affiliates or

Subsidiaries) acquires knowledge of a potential transaction or matter which may

be a Corporate Opportunity or otherwise is then exploiting any Corporate

Opportunity, the Corporation shall have no interest in such Corporate

Opportunity and no expectancy that such Corporate Opportunity be offered to it,

any such interest or expectancy being hereby renounced, so that such Person

shall have no duty to present such Corporate Opportunity to the Corporation and

shall have the right to hold any such Corporate Opportunity for its (and its

officers', directors', agents', stockholders', members', partners', Affiliates'

or Subsidiaries') own account or to direct, sell, assign or transfer such

Corporate Opportunity to Persons other than the Corporation or any Subsidiary of

the Corporation. Such Person shall not breach any fiduciary duty by reason of

the fact that such Person does not present such Corporate Opportunity to the

Corporation or pursues or acquires such Corporate Opportunity for itself or

directs, sells, assigns or transfers such Corporate Opportunity to another

Person.

 

                  (ii)     Notwithstanding the provisions of Clause (d)(i) of

this Article FOURTH, the Corporation does not renounce any interest or

expectancy it may have in any Corporate Opportunity that is offered to any

person (a) who is an officer of the Corporation and who is also a director but

not an officer or employee of Parent; (b) who is a director but not an officer

of the Corporation and who is also a director, officer or employee of Parent, if

such opportunity is expressly offered to such person in his or her capacity as a

director of the Corporation; or (c) who is an officer or employee of Parent and

an officer of the Corporation if such opportunity is expressly offered to such

person in his or her capacity as an officer or employee of the Corporation.

 

                  (iii)    For purposes of Clauses (c) and (d) this Article

FOURTH only, (a) a director of the Corporation who is Chairman of the Board of

Directors of the Corporation or of a committee thereof shall not be deemed to be

an officer of the Corporation by reason of holding such position (without regard

to whether such position is deemed an office of the Corporation under the

By-Laws of the Corporation), unless such person is a full-time employee of the

Corporation; (b) the term "Corporation" shall mean the Corporation and all

corporations, partnerships, joint ventures, associations and other entities in

which the Corporation beneficially owns (directly or indirectly) 50% or more of

the outstanding voting stock, voting power, partnership interests or similar

voting interests; and (c) the term "Parent" shall mean Novogen Limited, a

corporation organized under the laws of Australia, any person or entity which

acquires beneficial ownership of all of the Common Stock beneficially owned by

Parent, and all corporations, partnerships, joint ventures, associations and

other entities (other than the Corporation, as defined in accordance with this

paragraph) in which Parent beneficially owns (directly or indirectly) 50% or

more of the outstanding voting stock, voting power, partnership interests or

similar voting interests.

 

                  (iv)     Anything in this Certificate of Incorporation to the

contrary notwithstanding, (a) Clauses (c) and (d) of this Article FOURTH shall

expire on the date that Parent ceases to beneficially own Common Stock

representing at least 20% of the total voting power of all classes of

outstanding capital stock of the Corporation entitled to vote in the election of

directors and no person who is a director or officer of the Corporation is also

a director or officer of Parent; and (b) in addition to any vote of the

stockholders required by law, until the

 

                                       4

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time that Parent ceases to beneficially own Common Stock representing at least

20% of the total voting power of all classes of outstanding capital stock of the

Corporation entitled to vote in the election of directors, the affirmative vote

of the holders of more than 80% of the total voting power of all such classes of

outstanding capital stock of the Corporation shall be required to alter, amend

or repeal in a manner adverse to the interests of Parent, or adopt any provision

adverse to the interests of Parent and inconsistent with, any provision of this

Article FOURTH. Neither the alteration, amendment or repeal of this Article

FOURTH nor the adoption of any provision of this Certificate of Incorporation

inconsistent with this Article FOURTH shall eliminate or reduce the effect of

this Article FOURTH in respect of any matter occurring, or any cause of action,

suit or claim that, but for this Article FOURTH, would accrue or arise prior to

such alteration, amendment, repeal or adoption.

 

         (e)      Indemnification.

 

                  (i)      If, and to the extent that, the Corporation, any

stockholder of the Corporation or any other Person brings any action against

Parent (or any of its officers, directors, agents, stockholders, members,

partners, Affiliates or Subsidiaries) seeking any damages or injunctive or other

equitable relief based on, arising out of or relating to, any breach or alleged

breach of any fiduciary or other duty based on any action or inaction which is

permitted by the provisions of this Article FOURTH, the Corporation shall, to

the fullest extent permitted by law, indemnify and hold such persons harmless

from and against all damages arising out of or in connection with any such

action. The right to indemnification conferred herein shall include the right to

be paid by the Corporation the expenses (including attorneys' fees) incurred in

defending any such action in advance of its final disposition (an "Advancement

of Expenses"); provided, however, that if, but only if and then only to the

extent, the DGCL requires, an Advancement of Expenses incurred by an indemnitee

hereunder shall be made only upon delivery to the Corporation of an undertaking

(an "Undertaking"), by or on behalf of such indemnitee, to repay all amounts so

advanced if it shall ultimately be determined by final judicial decision from

which there is no further right to appeal (a "Final Adjudication") that such

indemnitee is not entitled to be indemnified for such expenses under this

Article FOURTH or otherwise. The rights to indemnification and to the

Advancement of Expenses conferred herein shall be contract rights and, as such,

shall inure to the benefit of the indemnitee's successors, assigns, heirs,

executors and administrators.

 

                  (ii)     If a claim for indemnification under this Article

FOURTH hereof is not paid in full by the Corporation within sixty (60) days

after a written claim has been received by the Corporation, except in the case

of a claim for an Advancement of Expenses, in which case the applicable period

shall be twenty (20) days, the indemnitee may at any time thereafter bring suit

against the Corporation to recover the unpaid amount of the claim. If successful

in whole or in part in any such suit, or in a suit brought by the Corporation to

recover an Advancement of Expenses pursuant to the terms of an Undertaking, the

indemnitee shall be entitled to be paid also the expense of prosecuting or

defending such suit. In (i) any suit brought by the indemnitee to enforce a

right to indemnification hereunder (but not in a suit brought by the indemnitee

to enforce a right to an Advancement of Expenses) it shall be a defense that,

and (ii) any suit brought by the Corporation to recover an Advancement of

Expenses pursuant to the terms of an Undertaking, the Corporation shall be

entitled to recover such expenses only upon a Final Adjudication that, the

indemnitee has not met the applicable standard for indemnification, if any,

 

                                       5

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set forth in the DGCL. Neither the failure of the Corporation (including its

Board of Directors, independent legal counsel, or its stockholders) to have made

a determination prior to the commencement of such suit that indemnification of

the indemnitee is proper in the circumstances because the indemnitee has met the

applicable standard of conduct set forth herein or in the DGCL, nor an actual

determination by the Corporation (including its directors, or a committee

thereof, independent legal counsel, or its stockholders) that the indemnitee has

not met such applicable standard of conduct, shall create a presumption that the

indemnitee has not met the applicable standard of conduct or, in the case of

such a suit brought by the indemnitee, be a defense to such suit. In any suit

brought by the indemnitee to enforce a right to indemnification or to an

Advancement of Expenses hereunder, or brought by the Corporation to recover an

Advancement of Expenses pursuant to the terms of an Undertaking, the burden of

proving that the indemnitee is not entitled to be indemnified, or to such

Advancement of Expenses, under this Article FOURTH or otherwise, shall be on the

Corporation.

 

                  (iii)    The rights to indemnification and to the Advancement

of Expenses conferred in this Article FOURTH shall not be exclusive of any other

right which any person may have or hereafter acquire by any statute, this

Certificate of Incorporation, the Corporation's By-Laws, or any agreement, vote

of stockholders or disinterested directors or otherwise.

 

         (f)      Notice to Holders. Any person purchasing or otherwise

acquiring any interest in shares of the capital stock of the Corporation shall

be deemed to have notice of and to have consented to the provisions of this

Article FOURTH.

 

         FIFTH: The Board of Directors is expressly authorized to adopt, amend

or repeal the By-Laws of the Corporation, subject to the reserved power of the

stockholders to amend and repeal any By-Laws of the Corporation adopted by the

Board of Directors.

 

         SIXTH: Each person who at any time is or was an officer or director of

the Corporation, and is or was threatened to be made a party to any threatened,

pending or complete action, suit or proceeding, whether civil, criminal,

administrative or investigative, by reason of the fact that he or she is or was

an officer or director of the Corporation, or is or was serving at the request

of the Corporation as an officer or director of another corporation,

partnership, joint venture, trust or other enterprise, shall be indemnified

against expenses (including attorneys' fees) judgments, fines and amounts paid

in settlement actually and reasonably incurred by him in connection with any

such action, suit or proceeding to the full extent permitted by Section 145 of

the DGCL. The foregoing right of indemnification shall in no way be deemed

exclusive of any other rights of indemnification to which such officer or

director may be entitled under any statute, this Certificate of Incorporation,

the By-Laws of the Corporation or any agreement, vote of stockholders or

disinterested directors or otherwise.

 

         SEVENTH: No person who is or was a director of the Corporation shall be

personally liable to the Corporation or its stockholders for monetary damages

for breach of fiduciary duty as a director unless, and only to the extent that

such director is liable (i) for any breach of the director's duty of loyalty to

the Corporation or its stockholders, (ii) for acts or omissions not in good

faith or which involve intentional misconduct or a knowing violation of law,

(iii) under Section 174 of the DGCL or any amendment thereto or successor

provision thereto, or (iv) for any transaction from which the director derived

an improper personal benefit. This article shall

 

                                       6

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not eliminate or limit the liability or a director for any act or omission

occurring prior to the date when this article becomes effective. No amendment

to, repeal or adoption of any provision of this Certificate of Incorporation

inconsistent with this article shall apply to or have any effect on the

liability of any director of the Corporation for or with respect to any acts or

omissions of such director occurring prior to such amendment, repeal, or

adoption of an inconsistent provision.

 

         EIGHTH: Any and all right, title, interest and claim in or to any

dividends declared by the Corporation, whether in cash, stock or otherwise,

which are unclaimed by the stockholder entitled thereto for a period of six (6)

years after the close of business on the payment date, shall be and be deemed to

be extinguished and abandoned, and such unclaimed dividends in the possession of

the Corporation, its transfer agents or other agents or depositaries, shall at

such time become the absolute property of the Corporation, free and clear of any

and all claims of any persons whatsoever.

 

         NINTH: Whenever a compromise or arrangement is proposed between the

Corporation and its creditors or any class of them and/or between the

Corporation and its stockholders or any class of them, any court of equitable

jurisdiction within the State of Delaware may, on application in a summary way

of the Corporation or of any creditor or stockholder thereof, or on the

application of any receiver or receivers appointed for the Corporation under

Section 291 of Title 8 of the Delaware Code or on the application of trustees in

dissolution or of any receiver or receivers appointed for the Corporation under

Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or

class of creditors, and/or of the stockholders or class of stockholders of the

Corporation, as the case may be, to be summoned in such manner as the said court

directs. If a majority in number representing three-fourths in value of the

creditors or class of creditors, and/or of the stockholders or class of

stockholders of the Corporation, as the case may be, agree to any compromise or

arrangement and to any reorganization of the Corporation as a consequence of

such compromise or arrangement, the said compromise or arrangement and the said

reorganization shall, if sanctioned by the court to which the said application

has been made, be binding on all the creditors or class of creditors, and/or on

all the stockholders or class of stockholders, of the Corporation, as the case

may be, and also on the Corporation.

 

         TENTH: Board of Directors.

 

         (a)      Number of Directors. The total number of directors which shall

constitute the whole Board of Directors shall be determined in accordance with

the By-laws of the Corporation, but shall not be less than two (2) nor more than

nine (9).

 

         (b)      Classification of Board. (i) Subject to the rights of any

holders of any series of Preferred Stock that may be issued by the Corporation

pursuant to a resolution or resolutions of the Board of Directors providing for

such issuance, the directors of the Corporation shall be divided into three

classes with respect to the term of office, each class to contain, as near as

may be possible, one-third of the whole number of the Board, with the terms of

office of one class expiring each successive year. At each annual meeting of

stockholders, the successors to the class of directors whose term expires at

that time shall be elected by the stockholders to serve until the annual meeting

of stockholders held three years next following and until their successors shall

be elected and qualified.

 

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<PAGE>

 

                  (ii)     In the event of any intervening changes in the

authorized number of directors, the Board of Directors shall designate the class

or classes to which the increases or decreases in directorships shall be

apportioned and may designate one or more directorships as directorships of

another class in order more nearly to achieve equality of number of directors

among the classes; provided, however, that no such apportionment or

redesignation shall shorten the term of any incumbent director.

 

         (c)      Vacancies. Subject to the limitations prescribed by law and

this Restated Certificate of Incorporation, all vacancies in the office of

director, including vacancies created by newly created directorships resulting

from an increase in the authorized number of directors, may be filled only by a

vote of a majority of the directors then holding office, although less than a

quorum, or by a sole remaining director; and any director so elected shall serve

for the remainder of the full term of the class of directors in which the new

directorship was created or the vacancy occurred and until such director's

successor is duly elected and shall qualify or until such director's earlier

resignation or removal.

 

         (d)      Amendment to this Paragraph. In addition to any requirements

of law or of any other provisions of this Restated Certificate of Incorporation,

the affirmative vote of the holders of not less than eighty percent (80%) of the

total number of votes eligible to be cast by the holders of all outstanding

shares of capital stock entitled to vote thereon shall be required to amend,

alter, rescind or repeal any provision of this Article TENTH.

 

         (e)      Written Ballot. Unless and to the extent that the By-Laws so

provide, elections of directors need not be by written ballot.

 

                            [SIGNATURE PAGE FOLLOWS.]

 

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         IN WITNESS WHEREOF, Marshall Edwards, Inc. has caused this Restated

Certificate of Incorporation to be signed by its President this 29 day of

April, 2002.

 

                                                  MARSHALL EDWARDS, INC.

 

                                                  By: /s/ Graham Kelly

                                                     __________________________

                                                     Graham Kelly

                                                     Title: President

 

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                   CERTIFICATE OF CORRECTION FILED TO CORRECT

         A CERTAIN ERROR IN THE RESTATED CERTIFICATE OF INCORPORATION OF

                             MARSHALL EDWARDS, INC.

          FILED IN THE OFFICE OF THE SECRETARY OF STATE OF DELAWARE ON

                                 APRIL 29, 2002

 

Marshall Edwards, Inc., a corporation organized and existing under and by virtue

of the General Corporation Law of the State of Delaware (the "Corporation"),

DOES HEREBY CERTIFY:

 

         1.       The name of the corporation is: Marshall Edwards, Inc.

 

         2.       That a Restated Certificate of Incorporation (the

"Certificate") was filed with the Secretary of State of Delaware on April 29,

2002 and that said Certificate requires correction as permitted by Section

103(f) of the Delaware General Corporation Law. In accordance with Section

103(f) of the Delaware General Corporation Law, the Certificate as corrected

hereby shall be effective as of April 29, 2002.

 

         3.       That said Certificate was executed by Graham Kelly as the

President of the Corporation. On the date of execution and filing of the

Certificate Graham Kelly was the Chairman of the Board of the Corporation and

not the President of the Corporation.

 

         4.       The IN WITNESS WHEREOF paragraph and the signature block of

the Certificate are corrected to read as follows:

 

         IN WITNESS WHEREOF, Marshall Edwards, Inc. has caused this Restated

Certificate of Incorporation to be signed by its Chairman of the Board this 28th

day of April, 2002.

 

                                             MARSHALL EDWARDS, INC.

 

                                             BY: /s/ Graham Kelly

                                                 -----------------------

                                                 Name:  Graham Kelly

                                                 Title:  Chairman of the Board

 

IN WITNESS WHEREOF, the undersigned officer has executed this Certificate of

Correction on behalf of the Corporation and does verify and affirm that such is

the act and deed of the Corporation and that the facts stated herein are true as

of this 5th day of May, 2002.

 

                                                     MARSHALL EDWARDS, INC.

 

                                                     By: /s/ David Seaton

                                                         ______________________

 

                                                         Name:  David Seaton

                                                         Title: Secretary

 

CERTIFICATE OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF
MARSHALL EDWARDS, INC.

 

Pursuant to Sections 228 and 242 of
the General Corporation Law of the
State of Delaware

 

     MARSHALL EDWARDS, INC., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

     FIRST: Upon the filing and effectiveness (the “Effective Time”) pursuant to the General Corporation Law of the State of Delaware (the “DGCL”) of this Certificate of Amendment to the Restated Certificate of Incorporation of the Corporation, 10 shares of the Corporation’s Common Stock, par value $0.00000002 per share, issued and outstanding immediately prior to the Effective Time shall automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). No certificates representing fractional shares of Common Stock shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of Common Stock shall be entitled to receive cash (without interest or deduction) from the Corporation’s transfer agent in lieu of such fractional share interests, upon receipt by the Corporation’s transfer agent of the stockholder’s properly completed and duly executed transmittal letter and, where shares are held in certificated form, the surrender of the stockholder’s Old Certificates (as defined below), in an amount equal to the proceeds attributable to the sale of such fractional shares following the aggregation and sale by the Corporation’s transfer agent of all fractional shares otherwise issuable. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.

     SECOND: This Certificate of Amendment shall become effective as of March 30, 2010 at 1:00 p.m.

     THIRD: This Certificate of Amendment was duly adopted in accordance with Section 242 of the DGCL. The Board of Directors duly adopted resolutions setting forth and declaring advisable this Certificate of Amendment and directed that the proposed amendments be considered by the stockholders of the Corporation. A special meeting of stockholders was duly called upon notice in accordance with Section 222 of the DGCL and held on March 29, 2010, at which meeting the necessary number of shares were voted in favor of the proposed amendments. The stockholders of the Corporation duly adopted this Certificate of Amendment.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed in its corporate name as of the 29th day of March, 2010.

 

 

 

 

 

 

MARSHALL EDWARDS, INC.
 

 

 

By:  

/s/ David Seaton  

 

 

 

Name:  

David Seaton 

 

 

 

Title:  

Acting Chief Executive Officer and Chief Financial Officer 

 

 

CERTIFICATE OF AMENDMENT

TO THE

RESTATED CERTIFICATE OF INCORPORATION

OF

MEI PHARMA, INC.

Pursuant to Sections 228 and 242 of

the General Corporation Law of the

State of Delaware

MEI PHARMA, INC., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

FIRST: Upon the filing and effectiveness (the “Effective Time”) pursuant to the General Corporation Law of the State of Delaware (the “DGCL”) of this Certificate of Amendment to the Restated Certificate of Incorporation of the Corporation, every six (6) shares of the Corporation’s common stock, par value $0.00000002 per share, issued and outstanding immediately prior to the Effective Time shall automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). No certificates representing fractional shares of Common Stock shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of Common Stock shall be entitled to receive cash (without interest or deduction) from the Corporation’s transfer agent in lieu of such fractional share interests, upon receipt by the Corporation’s transfer agent of the stockholder’s properly completed and duly executed transmittal letter and, where shares are held in certificated form, the surrender of the stockholder’s Old Certificates (as defined below), in an amount equal to the proceeds attributable to the sale of such fractional shares following the aggregation and sale by the Corporation’s transfer agent of all fractional shares otherwise issuable. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.

SECOND: This Certificate of Amendment shall become effective as of December 18, 2012 at 9:00 a.m.


THIRD: This Certificate of Amendment was duly adopted in accordance with Section 242 of the DGCL. The Board of Directors duly adopted resolutions setting forth and declaring advisable this Certificate of Amendment and directed that the proposed amendments be considered by the stockholders of the Corporation. The written consent of stockholders representing a majority of the outstanding shares of common stock of the Corporation was obtained upon notice in accordance with the authority contained in Section 228 of the DGCL, at which meeting the necessary number of shares were voted in favor of the proposed amendments. The stockholders of the Corporation duly adopted this Certificate of Amendment.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed in its corporate name as of the 18th day of December, 2012.

 

MEI PHARMA, INC.

By:

 

      /s/ Daniel P. Gold

Name: Daniel P. Gold

Title:   Chief Executive Officer

 

[As Filed: 12-19-2012]