SUBSCRIPTION FOR SHARES AND REPRESENTATIONS BY SUBSCRIBER. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company such number of Shares, and the Company agrees to sell to the Subscriber such number of Shares, as is set forth on the Signature Page. 1.2 The Subscriber recognizes that the purchase of the Shares involves a high degree of risk including, but not limited to, the following: (a) the Company has a limited operating history with a history of losses and requires additional funds to conduct its business; (b) an investment in the Company is highly speculative, and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (c) the Subscriber may not be able to liquidate its investment; (d) transferability of the Shares is extremely limited; (e) in the event of a disposition, the Subscriber could sustain the loss of its entire investment; (f) the Company has not paid any dividends since its inception and does not anticipate paying any dividends; and (g) the Company may issue additional securities in the future which have rights and preferences that are senior to those of the Shares. Without limiting the generality of the representations set forth in Section 1.5 below, the Subscriber represents that the Subscriber has carefully reviewed all of the Company’s filings made with the Securities and Exchange Commission (“SEC”), including without limitation its Annual Report on Form 10-K filed with the SEC on December 22, 2011, its quarterly report on Form 10-Q filed with the SEC on February 6, 2012, its Definitive Proxy Statement on Schedule 14A filed with the SEC on February 29, 2012, and its Current Reports on Form 8-K filed with the SEC on March 22, 2012 and April 23, 2012 (collectively the “SEC Filings”). 1.3 The Subscriber represents that the Subscriber is an “accredited investor” as such term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under the Securities Act, and that the Subscriber is able to bear the economic risk of an investment in the Shares. 1.4 The Subscriber hereby acknowledges and represents that (a) the Subscriber has knowledge and experience in business and financial matters, prior investment experience, or the Subscriber has employed the services of a “purchaser representative” (as defined in Rule 501 of Regulation D), attorney and/or accountant to read all of the documents furnished or made available by the Company b...

SUBSCRIPTION FOR SHARES AND REPRESENTATIONS BY SUBSCRIBER a. Subject to the terms and conditions of this Agreement, the Company will issue and sell to the Subscriber and the Subscriber subscribes for and will purchase from the Company the Shares for the aggregate purchase price (“Purchase Price”) set forth at the end of this Agreement, which shall be equal to the product of the number of Shares subscribed for by the Subscriber times the per share purchase price equal to the greater of: (x) the closing sales price for the Company’s common stock as quoted on the Nasdaq Stock Market on the date of Closing (as defined below) and (y) $1.40, and the Subscriber hereby subscribes for and agrees to purchase from the Company the Shares, for said price per share. The rights and preferences of the Common Stock are set forth in the Restated Certificate of Incorporation of the Company. b. The closing of the purchase and sale of the Shares under this Agreement (the “Closing”) shall occur on a date designated by the Company, which date shall be on or before February 20, 2024 (the “Purchase Date”). The Closing shall take place at the principal office of the Company, or at such other time and place as the Company and the Subscriber mutually agree. At the Closing, unless the Subscriber and the Company otherwise agree (i) the Subscriber shall pay the Purchase Price to the Company: (a) by wire transfer of immediately available funds to the Company’s operating account designated on Exhibit A hereto or (b) by check made payable to the Company, so long as the check is provided with sufficient time that funds are cleared by the Closing Date; and (ii) the Company shall cause its transfer agent to create a book entry representing the Shares to be purchased by Subscriber (which shall be issued in Subscriber’s name). c. This Agreement may be terminated at any time prior to the Closing: (1) by mutual written consent of the Company and the Subscriber; (2) by the Subscriber, upon a breach of any material representation and warranty, covenant or agreement on the part of the Company set forth in this Agreement, or if any material representation and warranty of the Subscriber shall have become untrue in any material respect, in either case such that the conditions in Section C.a. would be incapable of being satisfied by the date of the Closing; or (3) by the Company upon a breach of any material representation and warranty, covenant or agreement on the part of the Subscriber set forth in this Agreement, or if any material representation and warran...

SUBSCRIPTION FOR SHARES AND REPRESENTATIONS BY SUBSCRIBER. 1.1 Subject to the terms and conditions hereinafter set forth and in the Confidential Offering Memorandum dated September __, 2010 (such memorandum, together with all amendments thereof and supplements and exhibits thereto, the “Memorandum”), the Subscriber hereby subscribes for and agrees to purchase from the Company, and the Company agrees to sell to the Subscriber, such number of shares of Common Stock as is set forth on the signature page hereof. The purchase price is payable by wire transfer, to be held in escrow until the Minimum Offering is achieved, to the escrow agent (the “Escrow Agent”) as follows: Bank: XX Xxxxxx Xxxxx, N.A. ABA Number: 021 000 021 Account #: 957-341202 Account Name: American Stock Transfer & Trust Company, LLC as Agent For Socialwise FBO [Investor’s Name] 1.2 The Securities will be offered for sale until the earlier of (i) the closing on the Maximum Offering or (ii) November 1, 2010 (the “Termination Date”), subject to the right of the Company and the Placement Agent to mutually extend the Termination Date for up to 30 additional days without notice to prospective investors. The Offering is being conducted on a “best-efforts” basis. 1.3 The Company may hold an initial closing (“Initial Closing”) at any time after the receipt of accepted subscriptions for the Minimum Offering and the Company obtaining shareholder approval of an amendment to its amended and restated articles of incorporation to increase its authorized shares (the “Amendment”) and filing the Amendment with the Secretary of State of the State of Colorado as described in the Memorandum, prior to the Termination Date. After the Initial Closing, subsequent closings with respect to additional Securities may take place at any time prior to the Termination Date as determined by the Company, with respect to subscriptions accepted prior to the Termination Date (each such closing, together with the Initial Closing, being referred to as a “Closing”). The last Closing of the Offering, occurring on or prior to the Termination Date, shall be referred to as the “Final Closing”. Any subscription documents or funds received after the Final Closing will be returned, without interest or deduction. In the event that the any Closing does not occur prior to the Termination Date, all amounts paid by the Subscriber shall be returned to the Subscriber, without interest or deduction. The Subscriber may revoke its subscription and obtain a return of the subscription amount paid to the Escr...

SUBSCRIPTION FOR SHARES AND REPRESENTATIONS BY SUBSCRIBER. 1.1 Subject to the terms and conditions hereinafter set forth (including Section 1.19 hereof) and as set forth in the Memorandum, the Subscriber hereby subscribes for and agrees to purchase from the Company, and the Company agrees to sell to the Subscriber, such number of shares of Preferred Stock as is set forth on the signature page hereof (and a corresponding number of Warrants). The aggregate Purchase Price is payable by wire transfer, to be held in escrow until the applicable Closing (as defined below), to Collegiate Peaks Bank, in its capacity as the escrow agent for the Offering (the “Escrow Agent”), as follows: Bank: Collegiate Peaks Bank ABA Number: 100000000 Account #: 0000000000 Account Name: Corporate Stock Transfer as Escrow Manager for Marina Biotech, Inc. 1.2 The Subscriber understands, acknowledges and agrees that, except as otherwise set forth in Section 3.2 or otherwise required by law, once irrevocable, (i) the Subscriber is not entitled to cancel, terminate or revoke his, her or its subscription pursuant to this Agreement or any other obligations of the Subscriber hereunder and (ii) this Agreement and the Subscriber’s obligations hereunder shall survive the death or disability of the Subscriber and shall be binding upon and inure to the benefit of each of the parties and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If the Subscriber is more than one person, the obligations of the Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments of the Subscriber in this Agreement shall be deemed to be made by and be binding upon each such person and his, her, its or their heirs, executors, administrators, successors, legal representatives and permitted assigns. 1.3 The Subscriber recognizes that the purchase of the Securities involves a high degree of risk including, but not limited to, the following: (a) the Company requires substantial funds in addition to the proceeds of the Offering in order to fund its operations and the development and commercialization of its product candidates; (b) an investment in the Company is highly speculative, and only investors who can afford the loss of their entire investment should consider investing in the Company and the Securities; (c) the Subscriber may not be able to liquidate the Subscriber’s investment in the Securities; (d) transferability of the Securities including, if and when iss...

SUBSCRIPTION FOR SHARES AND REPRESENTATIONS BY SUBSCRIBER. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company such number of Shares as is set forth upon the signature page hereof at a price equal to the calculation of the above mentioned formula per Share and the Company agrees to sell such Shares to the Subscriber for said purchase price. The purchase price is payable by personal or business check, wire transfer of immediately available funds or money order made payable to U.S. Bank National, Escrow Agent, F/B/O InKine Pharmaceutical Company, Inc." contemporaneously with the execution and delivery of this Agreement by the Subscriber. All wires should be sent to: BBK: U.S. Bank N.A.

SUBSCRIPTION FOR SHARES AND REPRESENTATIONS BY SUBSCRIBER. 1.1 Subject to the terms and conditions hereinafter set forth and in the Confidential Private Placement Memorandum dated April 27, 2012 (such memorandum, together with all amendments thereof and supplements and exhibits thereto, the “Memorandum”), the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company agrees to sell to the Subscriber, such number of Shares, as is set forth on the signature page hereof, at a per Share price equal to $0.05 per Share. Contemporaneously with the execution and delivery of this Agreement, the Subscriber shall wire the aggregate purchase price for the Shares to the wire instructions set forth below, and shall deliver the duly executed Confidential Purchaser Questionnaire. The Subscriber understands and agrees that, subject to Section 2 and applicable laws, by executing this Agreement, it is entering into a binding agreement. The aggregate purchase price for the Shares is payable by wire transfer of immediately available funds to: Bank: Nevada State Bank 700 X Xxxx Xxxxxxx Xx., Xxxxx 000 Xxx Xxxxx, XX 00000 Routing #: 100000000 Account Name: Las Vegas Railway Express, Inc. 6000 Xxx Xxxxx Xxxx, Xxxxx 000 Xxx Xxxxx, XX 00000 Account #: 612055400

SUBSCRIPTION FOR SHARES AND REPRESENTATIONS BY SUBSCRIBER. 1.1 Subject to the terms and conditions hereinafter set forth, together with all amendments thereof and supplements and exhibits thereto, the “Memorandum”), the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company such number of Shares, and the Company agrees to sell to the Subscriber as is set forth on the signature page hereof, at a price equal to $0.50 per Share. The purchase price is payable by personal or business check or money order made payable to TriCord Hurricane Holdings, Inc. contemporaneously with the execution and delivery of this Agreement by the Subscriber. Alternatively, the purchase price may be wired directly to the Company according to the following wire instructions: 1.2 The Shares are being offered on a “best efforts-any or all” basis. There is no minimum number of Shares required to be accepted before a closing may occur and our company may close on subscriptions as they are tendered and accepted and upon receipt of good funds. The minimum amount that will be accepted from any Subscriber is $3,000. Prospective investors will know whether all or a portion of the Shares offered hereby are subscribed for. This offering shall terminate upon the earlier of (i) the sale of all the Shares or (ii) at the discretion of our Company. The Subscriber recognizes that the purchase of the Shares involves a high degree of risk including, but not limited to, the following: (a) the Company remains a development stage business without a limited operating history and requires substantial funds in addition to the proceeds of the Offering; (b) an investment in the Company is highly speculative, and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (c) the Subscriber may not be able to liquidate its investment; (d) transferability of the Shares is extremely limited; (e) in the event of a disposition, the Subscriber could sustain the loss of its entire investment; (f) the Company has not paid any dividends since its inception and does not anticipate paying any dividends; and (g) the Company may issue additional securities in the future which have rights and preferences that are senior to those of the Shares. Without limiting the generality of the representations set forth in Section 1.5 below, the Subscriber represents that the Subscriber has carefully reviewed Section II.B of this Agreement captioned “Risk Factors.” 1.3 The Subscriber represents that the...

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