COMMON STOCK PURCHASE WARRANT AVI BIOPHARMA, INC.Common Stock Purchase Warrant • January 30th, 2009 • Avi Biopharma Inc • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the six month anniversary of the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from AVI Biopharma, Inc., an Oregon corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 30th, 2009 • Avi Biopharma Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 29, 2009, between AVI BioPharma, Inc., an Oregon corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
CONFIDENTIAL Dr. Leslie Hudson Ph.D CEO and President AVI Biopharma, Inc. One SW Columbia Street Suite 1105 Portland, OR 97258 Dear Dr. Hudson:Avi Biopharma Inc • January 30th, 2009 • Pharmaceutical preparations • New York
This letter (the “Agreement”) constitutes the agreement between Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) and AVI Biopharma, Inc. (the “Company”), that Rodman shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis in connection with the proposed placement (the “Placement”) of registered securities (the “Securities”) of the Company, including shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), with targeted aggregate gross proceeds of $16 million and warrants to purchase shares of Common Stock (“Investor Warrants”). The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that Rodman would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. Th
AVI BioPharma, Inc. letterhead] January 29, 2009Avi Biopharma Inc • January 30th, 2009 • Pharmaceutical preparations
