MARINA BIOTECH, INC. — Units Each Unit Consisting of One Share of Common Stock and One Series A Warrant to Purchase One Share of Common Stock and — Series B Warrants, Each to Purchase One Unit UNDERWRITING AGREEMENTUnderwriting Agreement • May 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) — authorized but unissued shares (the “Firm Shares”) of Common Stock, par value $0.006 per share (the “Common Stock”), of the Company and (ii) Series A Warrants (the “Firm Series A Warrants”) to purchase up to — shares of Common Stock (the “Firm Series A Warrant Shares”). The Firm Shares and the Firm Series A Warrants shall be sold together as units (the “Firm Units”), each Firm Unit consisting of one Firm Share and one Firm Series A Warrant to purchase one share of Common Stock. The Firm Units will not be separately issued or certificated and the Firm Shares and the Firm Series A 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 agg
COMMON STOCK PURCHASE WARRANT MARINA BIOTECH, INC.Common Stock Purchase • May 10th, 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 later of (i) one year and one day from the Original Issue Date and (ii) the Authorized Shares Increase Date (as defined below) (the “Exercisability Date”) and on or prior to the close of business on the fifth anniversary of the Exercisability Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Marina Biotech, Inc., a Delaware corporation (the “Company”), up to [—]1 shares (the “Warrant Shares”) of common stock of the Company (“Common Stock”).
