MARINA BIOTECH, INC. [______] Units Each Unit Consisting of One Share of Common Stock and One Warrant to Purchase Up To [___] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 7th, 2015 • Marina Biotech, Inc. • Pharmaceutical preparations • New York
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 and Ladenburg Thalmann & Co. Inc. are acting as representatives (the “Representatives”) 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) Warrants (the “Firm Warrants”) to purchase up to [____] shares of Common Stock (the “Firm Warrant Shares”). The Company has granted the Underwriters the option to purchase an aggregate of up to (i) __________ additional shares of Common Stock from the Company (the “Option Shares”) and (ii) Warrants (the “Option Warrants”) to purchase up to [____] additional shares of Common Stock (the “Option Warrant Shares” and together with the Firm Warrant Shares, the “Warrant Shares”), in each case as may
MARINA BIOTECH, Inc. Warrant To Purchase Common StockWarrant Agreement • April 7th, 2015 • Marina Biotech, Inc. • Pharmaceutical preparations • New York
Marina Biotech, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [INVESTOR NAME], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to purchase Common Stock (as defined below) (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [______________ (_____________)] fully paid nonassessable shares of Common Stock (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 16. This Warrant is the Warrant to purchase
