COMMON STOCK PURCHASE WARRANT MDRNA, INC.Common Stock Purchase • December 24th, 2009 • MDRNA, 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 Issue Date as set forth above (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MDRNA, 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).
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • December 24th, 2009 • MDRNA, Inc. • Pharmaceutical preparations • New York
This Note and Warrant Purchase Agreement (this “Agreement”) is dated as of December 22, 2009, among MDRNA, Inc., a Delaware corporation (the “Company”), MDRNA Research, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Research” and, together with the Company, the “Companies”)), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
FORM OF 12% SECURED PROMISSORY NOTE THIS PROMISSORY NOTE MAY NOT BE TRANSFERRED OR ASSIGNEDMDRNA, Inc. • December 24th, 2009 • Pharmaceutical preparations • New York
FOR 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
