15% SECURED PROMISSORY NOTE THIS PROMISSORY NOTE MAY NOT BE TRANSFERRED OR ASSIGNEDSecured Promissory Note • February 13th, 2012 • Marina Biotech, Inc. • Pharmaceutical preparations • New York
Contract Type FiledFebruary 13th, 2012 Company Industry JurisdictionFOR VALUE RECEIVED, Marina Biotech, Inc., a Delaware corporation (“Marina”), Cequent Pharmaceuticals, Inc., a Delaware corporation (“CPI”), and MDRNA RESEARCH, Inc., a Delaware corporation (“Research”; jointly and severally, the “Borrower”), hereby promise to pay to (the “Holder”), at , or at such other place as Holder may from time to time designate in writing, on the Maturity Date (as defined below) the principal sum ($ ) (the “Principal”), together with interest in arrears from and including the date hereof on the unpaid Principal balance hereunder. This Promissory Note (as amended, modified and supplemented from time to time, this “Note”) is issued pursuant to that certain Note and Warrant Purchase Agreement by and among Marina, CPI, Research, the Holder and the other purchasers a party thereto, dated as of February 10, 2012 (as amended the “Purchase Agreement”). The Principal shall be payable by the Borrower in accordance with the terms of this Note, but in any case no later than
FORM OF 12% SECURED PROMISSORY NOTE THIS PROMISSORY NOTE MAY NOT BE TRANSFERRED OR ASSIGNEDSecured Promissory Note • December 24th, 2009 • MDRNA, Inc. • Pharmaceutical preparations • New York
Contract Type FiledDecember 24th, 2009 Company Industry JurisdictionFOR VALUE RECEIVED, MDRNA, Inc., a Delaware corporation (“MDRNA”), and MDRNA RESEARCH, Inc., a Delaware corporation (“Research”; jointly and severally, the “Borrower”), hereby promise to pay to [ ] (the “Holder”), at [ ], or at such other place as Holder may from time to time designate in writing, on the Maturity Date (as defined below) the principal sum of [ ] ($ ) (the “Principal”), together with interest in arrears from and including the date hereof on the unpaid Principal balance hereunder. This Promissory Note (as amended, modified and supplemented from time to time, this “Note”) is issued pursuant to that certain Note and Warrant Purchase Agreement by and among MDRNA, Research, the Holder and the other purchasers a party thereto, dated as of December 22, 2009 (as amended the “Purchase Agreement”). The Principal shall be payable by the Borrower in accordance with the terms of this Note, but in any case no later than the earlier of (A) February 1, 2010 or (B) upon an acceleration i