MDRNA, INC. WAIVER AGREEMENTWaiver Agreement • April 6th, 2010 • MDRNA, Inc. • Pharmaceutical preparations • Washington
This Waiver Agreement (this “Agreement”), dated as of March 31, 2010, is made by and between MDRNA, Inc. (the “Company”) and Barry Polisky (“Executive”).
AMENDMENT NO. 3 TO RIGHTS AGREEMENTRights Agreement • April 6th, 2010 • MDRNA, Inc. • Pharmaceutical preparations • Delaware
This Amendment No. 3 to Rights Agreement (this “Amendment”), which is effective March 31, 2010, is by and between MDRNA, Inc. (f/k/a Nastech Pharmaceutical Company Inc.) (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Rights Agent”). Capitalized terms used in this Amendment but not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement (as defined in the recitals below).
Lock-Up AgreementLock-Up Agreement • April 6th, 2010 • MDRNA, Inc. • Pharmaceutical preparations
GUARANTY AGREEMENTGuaranty Agreement • April 6th, 2010 • MDRNA, Inc. • Pharmaceutical preparations • Massachusetts
GUARANTY AGREEMENT dated as of March 31, 2010 from Atossa HealthCare, Inc., a Delaware corporation (“Healthcare”), MDRNA Research, Inc., a Delaware corporation (“Research”), and Calais Acquisition Corp., a Delaware corporation (“Merger Sub”) (Healthcare, Research and Merger Sub being hereinafter referred to, collectively, as “Guarantors” and, individually, as a “Guarantor”), to Cequent Pharmaceuticals, Inc., a Delaware corporation (“Lender”).
COMMON STOCK PURCHASE WARRANT MDRNA, INC.Security Agreement • April 6th, 2010 • MDRNA, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cequent Pharmaceuticals, Inc. (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 date hereof (the “Initial Exercise Date”) and prior to the Termination Date (as defined in Section 1 below) but not thereafter, to subscribe for and purchase from MDRNA, Inc., a Delaware corporation (the “Company”), up to [—]2 shares (the “Warrant Shares”) of common stock, par value $.0006 per share (the “Common Stock”), of the Company. 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).
SECURITY AGREEMENT (PATENTS)Security Agreement (Patents) • April 6th, 2010 • MDRNA, Inc. • Pharmaceutical preparations
WHEREAS, MDRNA, INC., a Delaware corporation, formerly known as Nastech Pharmaceutical Company Inc., with a principal place of business at 3830 Monte Villa Parkway, Bothell, Washington 98021 (the “Company”) and CEQUENT PHARMACEUTICALS, INC., a Delaware corporation, with a place of business at One Kendall Square, Building 700, Cambridge, Massachusetts 02139 (the “Lender”) have entered into a Security Agreement (All Assets) dated March 31, 2010 (as amended, the “Security Agreement”) and are also parties to a related loan agreement (as amended, the “Loan Agreement”) between the Company and the Lender; and
