COMMON STOCK PURCHASE WARRANT MARINA BIOTECH, INC.Common Stock Purchase Warrant • August 8th, 2012 • Marina Biotech, 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 Initial Exercise Date as set forth above (the “Initial Exercise Date”) and on or prior to the close of business on February 4, 2018 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Marina Biotech, Inc., a Delaware 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).
James M. Karis Chairman of the Board Marina Biotech, Inc.Marina Biotech, Inc. • August 8th, 2012 • Pharmaceutical preparations
August 2, 2012Marina Biotech, Inc. • August 8th, 2012 • Pharmaceutical preparations
You and Marina Biotech, Inc. (the “Company”) entered into an Employment Agreement dated September 1, 2011 (as amended or modified from time to time, the “Agreement”). The Company, the Board, and myself are very appreciative of the work you have done and continue to do for the Company. The Company and its Board recognize the effect the financial state of the Company has had on its employees and management.
August 2, 2012Marina Biotech, Inc. • August 8th, 2012 • Pharmaceutical preparations
You and Marina Biotech, Inc. (the “Company”) entered into an Employment Agreement effective September 7, 2011 (as amended or modified from time to time, the “Agreement”). The Company, the Board, and myself are very appreciative of the work you have done and continue to do for the Company. The Company and its Board recognize the effect the financial state of the Company has had on its employees and management.
THIRD AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT and SECURED PROMISSORY NOTESNote and Warrant Purchase Agreement • August 8th, 2012 • Marina Biotech, Inc. • Pharmaceutical preparations • New York
This Third Amendment (as amended, restated, supplemented or otherwise modified from time to time, the “Third Amendment”) dated as of August 3, 2012, among Marina Biotech, Inc., a Delaware corporation (the “Company”), MDRNA Research, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Research”), and Cequent Pharmaceuticals, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Cequent” and, together with the Company and Research, the “Companies”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”), amends (i) that certain Note and Warrant Purchase Agreement (as amended from time to time, the “Purchase Agreement”), dated as of February 10, 2012, among the Companies and the Purchasers and (ii) the Secured Promissory Notes (the “Notes”) issued to the Purchasers pursuant thereto. Capitalized terms used but not otherwise defined herein shall ha
