MARINA BIOTECH, INC. 22,318,500 Units Each Unit Consisting of One Share of Common Stock and One Series A Warrant to Purchase One Share of Common Stock and 22,318,500 Series B Warrants, Each to Purchase One Unit UNDERWRITING AGREEMENTUnderwriting Agreement • May 17th, 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 the underwriters listed on Schedule I hereto (the “Underwriters”), for whom Roth Capital Partners, LLC is acting as representative (the “Representative”) an aggregate of (i) 22,318,500 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 22,318,500 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 a
