MARINA BIOTECH, INC. — Units Each Unit Consisting of One Share of Common Stock and — of a Series A Warrant, Each to Purchase One Share of Common Stock and — Series B Warrants, Each to Purchase One Unit UNDERWRITING AGREEMENTUnderwriting Agreement • May 2nd, 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) — authorized but unissued shares (the “Shares”) of Common Stock, par value $0.006 per share (the “Common Stock”), of the Company and (ii) Series A Warrants (the “Series A Warrants”) to purchase up to — shares of Common Stock (the “Series A Warrant Shares”). The Shares and the Series A Warrants shall be sold together as units (the “Units”), each Unit consisting of one Share and — of a Series A Warrant to purchase one share of Common Stock. The Units will not be separately issued or certificated and the Shares and the Warrants shall be immediately separable and transferable upon issuance. In addition, the Company proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriter an aggregate of — warrants (the “Series B Warrants”) to purchase up — ad
COMMON STOCK PURCHASE WARRANT MARINA BIOTECH, INC.Common Stock Purchase • May 2nd, 2011 • Marina Biotech, Inc. • Pharmaceutical preparations • New York
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 date hereof (the “Exercisability Date”) and on or prior to the close of business on [—]1 (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 of the Company (“Common Stock”).
