SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 5th, 2010 • Marina Biotech, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 4, 2010, is by and among Marina Biotech, Inc., a Delaware corporation with offices located at 3830 Monte Villa Parkway, Bothell, Washington 98021 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
COMMON STOCK PURCHASE WARRANT MARINA BIOTECH, INC.Common Stock Purchase Warrant • November 5th, 2010 • 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 Issue 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 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).
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSSecurities Purchase Agreement • November 5th, 2010 • Marina Biotech, Inc. • Pharmaceutical preparations • New York
THIS AMENDMENT to: (i) that certain Securities Purchase Agreement dated as of April 25, 2008 between Marina Biotech, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages thereto (the “April 2008 SPA”); (ii) that certain Securities Purchase Agreement dated as of June 9, 2009 between the Company and the purchasers identified on the signature pages thereto (the “June 2009 SPA”); and (iii) that certain Securities Purchase Agreement dated as of January 13, 2010 between the Company and the purchasers identified on the signature pages thereto (the “January 2010 SPA” and, together with the April 2008 SPA and the June 2009 SPA, the “Purchase Agreements”), is dated as of November 4, 2010.
