SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 14th, 2010 • MDRNA, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 13, 2010, between MDRNA, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
5,385,557 Shares Warrants to Purchase 3,500,612 Shares MDRNA, INC. Common Stock PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • January 14th, 2010 • MDRNA, Inc. • Pharmaceutical preparations • New York
MDRNA, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this Placement Agency Agreement (this “Agreement”) and the Securities Purchase Agreement in the form of Exhibit A attached hereto (the “Securities Purchase Agreement”) entered into with the investors identified therein (each, an “Investor” and collectively, the “Investors”), to issue and sell up to an aggregate of 5,385,557 shares (the “Shares”) of the Company’s common stock, par value $0.006 per share (the “Common Stock”). Each Investor shall also receive a warrant, in the form of Exhibit B attached hereto, to purchase up to a number of shares of the Company’s Common Stock (the “Warrant Shares”) equal to sixty-five percent (65%) of the number of Shares purchased by such Investor, at an exercise price equal to $1.00 per share, exercisable beginning on the date of issuance thereof and on or prior to the five year anniversary of the issuance thereof (the “Warrants” and together wi
COMMON STOCK PURCHASE WARRANT MDRNA, INC.Common Stock Purchase • January 14th, 2010 • MDRNA, 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 Issue Date and on or prior to the close of business on the five year anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MDRNA, 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).
