COMMON STOCK PURCHASE WARRANT MARINA BIOTECH, INC.Common Stock Purchase Warrant • February 13th, 2012 • 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 Initial Exercise Date as set forth above (the “Initial Exercise Date”) and on or prior to the close of business on August 11, 2017 (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).
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • February 13th, 2012 • Marina Biotech, Inc. • Pharmaceutical preparations • New York
This Note and Warrant Purchase Agreement (this “Agreement”) is dated as of February 10, 2012, among Marina Biotech, Inc., a Delaware corporation (the “Company”), MDRNA Research, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Research”), and Cequent Pharmaceuticals, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Cequent” and, together with the Company and Research, the “Companies”)), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • February 13th, 2012 • Marina Biotech, Inc. • Pharmaceutical preparations • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of February 10, 2012, among Marina Biotech, Inc., a Delaware corporation (“MRNA”), Cequent Pharmaceuticals, Inc., a Delaware corporation and a wholly-owned subsidiary of MRNA (“CPI”), and MDRNA Research, Inc., a Delaware corporation and a wholly-owned subsidiary of MRNA (“Research” and, collectively with MRNA, jointly and severally, the “Grantors” and each, individually, a “Grantor”), the various purchasers (the “Purchasers”) under that certain Note and Warrant Purchase Agreement (as may be amended, restated, supplemented, replaced or otherwise modified from time to time, the “Purchase Agreement), dated as of the date hereof among the Grantors and the Purchasers and Genesis Capital Management, LLC, as agent (the “Agent”) for the Purchasers (the Agent, together with such Purchasers, together with the successors and assigns of each, the “Secured Parties”).
15% SECURED PROMISSORY NOTE THIS PROMISSORY NOTE MAY NOT BE TRANSFERRED OR ASSIGNEDMarina Biotech, Inc. • February 13th, 2012 • Pharmaceutical preparations • New York
FOR VALUE RECEIVED, Marina Biotech, Inc., a Delaware corporation (“Marina”), Cequent Pharmaceuticals, Inc., a Delaware corporation (“CPI”), and MDRNA RESEARCH, Inc., a Delaware corporation (“Research”; jointly and severally, the “Borrower”), hereby promise to pay to (the “Holder”), at , or at such other place as Holder may from time to time designate in writing, on the Maturity Date (as defined below) the principal sum ($ ) (the “Principal”), together with interest in arrears from and including the date hereof on the unpaid Principal balance hereunder. This Promissory Note (as amended, modified and supplemented from time to time, this “Note”) is issued pursuant to that certain Note and Warrant Purchase Agreement by and among Marina, CPI, Research, the Holder and the other purchasers a party thereto, dated as of February 10, 2012 (as amended the “Purchase Agreement”). The Principal shall be payable by the Borrower in accordance with the terms of this Note, but in any case no later than
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • February 13th, 2012 • Marina Biotech, Inc. • Pharmaceutical preparations • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of February 10, 2012, is made by MARINA BIOTECH, INC., a Delaware corporation (“MRNA”), Cequent Pharmaceuticals, Inc., a Delaware corporation (“CPI”), and MDRNA RESEARCH, INC., a Delaware corporation (“Research” and, collectively with MRNA and CPI, “Grantors” and each, individually, “Grantor”), in favor of Genesis Capital Management, LLC, as agent (in such capacity, together with its successors and permitted assigns, the “Agent”) for the Purchasers (as defined in the Security Agreement referred to below);
