MARINA BIOTECH, INC. 6,375,000 Units Each Unit Consisting of One Share of Common Stock andUnderwriting Agreement • February 10th, 2011 • Marina Biotech, Inc. • Pharmaceutical preparations • California
Marina Biotech, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC (the “Underwriter”) an aggregate of (i) 6,375,000 authorized but unissued shares (the “Shares”) of Common Stock, par value $0.006 per share (the “Common Stock”), of the Company and (ii) warrants (the “Warrants”) to purchase up to 1,113,075 shares of Common Stock (the “Warrant Shares”). The Shares and the Warrants shall be sold together as units (the “Units”), each Unit consisting of one Share and 0.1746 of a Warrant to purchase one share of Common Stock. The Units will not be issued or certificated and the Shares and the Warrants shall be immediately separable and transferable upon issuance. The Units, the Shares, the Warrants and the Warrant Shares are collectively referred to as the “Securities.” The Warrants will be issued pursuant to the terms of a Warrant Agreement (the “Warrant Agreement”) to be entered into by
WARRANT AGREEMENTWarrant Agreement • February 10th, 2011 • Marina Biotech, Inc. • Pharmaceutical preparations • New York
WHEREAS, the Company has sold units (“Units”), each consisting of one share of common stock, par value $0.006 per share (“Common Stock”), of the Company and 0.1746 of a Warrant (collectively, the “Warrants”), each to purchase one share of Common Stock, the Warrants being subject to adjustment as described herein, pursuant to that certain Underwriting Agreement (the “Underwriting Agreement”), dated as of February 10, 2011 (the “Subscription Date”), by and among the Company and Roth Capital Partners, LLC (the “Underwriter”); and
