ESCROW AGREEMENTEscrow Agreement • August 2nd, 2010 • Ampersand 2006 L P • Pharmaceutical preparations • Delaware
THIS ESCROW AGREEMENT, dated as of July 21, 2010 (this “Agreement”), is by and among MDRNA, Inc., a Delaware corporation (“Purchaser”), Ampersand 2006 Limited Partnership, solely in its capacity as representative of the stockholders of Cequent Pharmaceuticals, Inc. pursuant to the Merger Agreement (as defined below) (the “Stockholder Representative”), and American Stock Transfer and Trust Company, LLC (the “Escrow Agent”). Each capitalized term used in this Agreement but not otherwise defined herein shall have the meaning ascribed thereto in the Merger Agreement. Purchaser shall provide the Escrow Agent with a true and complete copy of the Merger Agreement for its records and reference.
JOINT FILING AGREEMENT OF AMPERSAND 2006 LIMITED PARTNERSHIP AMP-06 MANAGEMENT COMPANY LIMITED PARTNERSHIP AND AMP-06 MC LLCJoint Filing Agreement • August 2nd, 2010 • Ampersand 2006 L P • Pharmaceutical preparations
The undersigned persons agree and consent pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, as of the date set forth below, to the joint filing on their behalf of the Schedule 13D to which this Exhibit is attached, in connection with their beneficial ownership of the common stock of Marina Biotech, Inc. at July 21, 2010 and agree that such statement is filed on behalf of each of them.
