NEITHER
THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND
THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN
SECURED BY SUCH SECURITIES.


 


COMMON
STOCK PURCHASE WARRANT


 


MARINA
BIOTECH, INC.


 


	Warrant
    Shares: __________	Initial
    Exercise Date: _______, 2018


 


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 date hereof (the “Initial Exercise Date”) and on or prior to the close
of business on the five (5) year anniversary of the final closing date of the Offering (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 the Company’s common stock, par value $0.006 per share (“Common
Stock”).


 


Section
1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain
Subscription Agreement (the “Subscription Agreement”) dated [●], 2018, by and between the Company and the Holder.


 


Section
2. Exercise.


 


a)
Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any
time and from time to time on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company
(or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address
of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise Form annexed
hereto; and, within three (3) business days of the date said Notice of Exercise is delivered to the Company, the Company shall
have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer or cashier’s
check drawn on a United States bank, or, if available, pursuant to the cashless exercise procedure specified in Section 2(d) below.
Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the
Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full,
in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) business days of the date
the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion
of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant
Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company
shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver
any objection to any Notice of Exercise Form within four (4) business days of receipt of such notice. In the event of any dispute
or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error. The Holder
and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following
the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any
given time may be less than the amount stated on the face hereof.


 






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b)
Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be equal to $0.55, subject to
adjustment as provided herein (the “Exercise Price”).


 


c)
Exercise Limitation. Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be
acquired by the Holder upon exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary
to ensure that, following such conversion (or other issuance), the total number of shares of Common Stock then beneficially owned
by such Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the
Holder’s for purposes of Section 13(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”),
does not exceed 9.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares
of Common Stock issuable upon such conversion). For such purposes, beneficial ownership shall be determined in accordance with
Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.


 


d)
Cashless Exercise. This Warrant may be exercised, in whole or in part, from time to time in accordance with the terms hereof
(including this Section 2(d)) by means of a “cashless exercise” (the “Cashless Exercise”) in which
the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A),
where:


 





	 	(A) =	the closing price of the Company’s Common Stock on the Trading Market on the Trading
    Day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless exercise,”
    as set forth in the applicable Notice of Exercise, or, if the Company’s Common Stock is not quoted or reported on a
    Trading Market, the fair market value of the Company’s Common Stock as determined by the Company’s Board of Directors
    in good faith;
	 	 	 
	 	(B) =	the Exercise Price of this Warrant, as adjusted hereunder; and
	 	 	 
	 	(X) =	the number of Warrant Shares that would be issuable upon such exercise of this Warrant in
    accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.



 






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“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means the OTCQB tier of the OTC Markets; provided, that if the Common Stock ceases to be listed thereon, “Trading
Market” shall mean (i) any other securities market or exchange on which the Common Stock is principally listed or quoted
for trading on the date in question, including the NYSE MKT, the NASDAQ Capital Market, the Nasdaq Global Market or the Nasdaq
Global Select Market (or any successors to any of the foregoing) or (ii) if the Common Stock is not then listed or quoted for
trading on any such securities market or exchange and if prices for the Common Stock are then reported in the “Pink Sheets,”
OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices).


 


e)
Mechanics of Exercise.


 


(i)
Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares purchased or exercised hereunder shall be transmitted
by the Company’s transfer agent to the Holder by crediting the account of the Holder’s broker with the Depository
Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant
in such system and either (A) there is an effective registration statement permitting to the resale of the Warrant Shares by the
Holder or (B) the Warrant Shares are eligible for resale without volume or manner-of-sale limitations pursuant to Rule 144, and
otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within five (5) business days
from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), and payment of the aggregate
Exercise Price as set forth above (unless such Warrant Shares are exercised pursuant to the Cashless Exercise, if permitted) (such
date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised, the Warrant
Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed
to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to
the Company of the Exercise Price (or by Cashless Exercise, if permitted) and all taxes required to be paid by the Holder, if
any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, have been paid.


 


(ii)
Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request
of a Holder and upon surrender of this Warrant, promptly deliver to the Holder a new Warrant evidencing the rights of the Holder
to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical
with this Warrant in all material respects.


 


(iii)
Rescission Rights. If, following receipt by the Company of a duly executed and properly completed Notice of Exercise Form
from a Holder, the Company fails to cause the Company’s transfer agent to transmit to the Holder a certificate or certificates
representing the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the
right to rescind such exercise.


 






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(iv)
Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. If, following receipt by the Company
of a duly executed and properly completed Notice of Exercise Form from a Holder, the Company fails, prior to the applicable Warrant
Share Delivery Date, to, in accordance with the provisions of Section 2(d)(i) above, (i) deliver to such Holder the applicable
certificate or certificates or (ii) cause its transfer agent to credit the account of such Holder or such Holder’s broker,
and if after such Warrant Share Delivery Date the Holder is required by its broker to purchase (in an open market transaction
or otherwise), or the Holder’s brokerage firm is required to purchase, shares of Common Stock to deliver in satisfaction
of a sale by such Holder of the Warrant Shares which such Holder was entitled to receive upon such exercise (a “Buy-In”),
then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price
(including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the product of (1) the aggregate
number of Warrant Shares that the Holder was entitled to receive from the exercise at issue (or, if less, the number of shares
actually delivered in satisfaction of such sale) and (2) the actual price at which the sell order giving rise to such purchase
obligation was executed (including any brokerage commissions), and (B) at the option of the Holder, either reissue (if surrendered)
the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such
exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued
had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common
Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock
with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding
sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating
the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss.
Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity
including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure
to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.


 


(v)
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the
Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the Exercise Price or round up to the next whole share.


 


(vi)
Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for
any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses
shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may
be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other
than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by (x) the Assignment Form attached
hereto duly executed by the Holder, and such other documentation as the Company may require regarding the assignee, as a condition
thereto, and (y) the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto, if any.


 


(vii)
Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise
of this Warrant, pursuant to the terms hereof.


 






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Section
3. Certain Adjustments.


 


a)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a dividend or otherwise
makes a distribution or distributions on shares of Common Stock or any other equity or equity equivalent securities payable in
shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon
exercise of this Warrant or upon the conversion of the Company’s Series C Convertible Preferred Stock or Series D Convertible
Preferred Stock, or any debt securities), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii)
combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv)
issues by reclassification of shares of Common Stock any shares of capital stock of the Company, then, in each case, (1) the Exercise
Price shall be multiplied by a fraction of which (x) the numerator shall be the number of shares of Common Stock (excluding treasury
shares, if any) outstanding immediately before such event and (y) the denominator shall be the number of shares of Common Stock
outstanding immediately after such event and (2) the number of shares issuable upon exercise of this Warrant shall be proportionally
adjusted (rounded up to the nearest whole share), such that the aggregate Exercise Price for all of the Warrant Shares shall remain
unchanged (subject to rounding). Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the
effective date of the applicable event described in subsection (i) through (iv) above.


 


b)
Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding,
shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce
any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling
any Person to acquire shares of Common Stock, at an effective price per share less than the then Exercise Price (such lower price,
the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being
understood for purposes of the foregoing that if the holder of the Common Stock or Common Stock Equivalents so issued shall at
any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices
or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to
receive shares of Common Stock at an effective price per share which is less than the Exercise Price, such issuance shall be deemed
to have occurred for less than the Exercise Price on such date of the Dilutive Issuance), then the Exercise Price shall be reduced
and only reduced to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents
are issued or deemed issued. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(b)
in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Trading Day following the
issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(b), indicating therein the
applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the
“Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive
Issuance Notice pursuant to this Section 3(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance
the Holder is entitled to receive Warrant Shares at the Base Share Price regardless of whether the Holder accurately refers to
the Base Share Price in the Notice of Exercise.


 






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“Common
Stock Equivalents” means any securities of the Company or its Subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other
instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to
receive, Common Stock.


 


“Exempt
Issuance” means the issuance of: (a) shares of Common Stock or options to employees, officers or directors of the Company
pursuant to any stock or option plan duly adopted for such purpose by a majority of the non-employee members of the Board of Directors
of the Company or a majority of the members of a committee of non-employee directors established for such purpose, including,
without limitation, the Company’s 2014 Long-Term Incentive Plan; (b) securities upon the exercise or exchange of or conversion
of any securities issued pursuant to the Subscription Agreement and/or other securities exercisable or exchangeable for or convertible
into shares of Common Stock issued and outstanding on the date of the Subscription Agreement, provided that such securities have
not been amended since the date of the Subscription Agreement to increase the number of such securities or to decrease the exercise
price, exchange price or conversion price of any such securities or to extend the term of such securities; or (c) securities pursuant
to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that
any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries,
an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the
Company significant additional benefits in addition to the investment of funds, but shall not include a transaction in which the
Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing
in securities.




 


c)
Fundamental Transaction. If, at any time while this Warrant is outstanding, the Company, directly or indirectly, in one
or more related transactions, (i) effects any merger or consolidation of the Company with or into another person, (ii) effects
any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets, (iii)
is the subject of any purchase offer, tender offer or exchange offer (whether by the Company or another person) and is completed
pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or
property and such offer has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) effects any reclassification,
reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is
effectively converted into or exchanged for other securities, cash or property, (v) consummates a stock or share purchase agreement
or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)
with another person or “group” (as such term is defined in Section 13(d) of the Exchange Act) whereby such other person
or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the
other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such
stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any
subsequent exercise of this Warrant in accordance with the terms hereof (including payment of the Exercise Price), the Holder
shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to
the occurrence of such Fundamental Transaction (without regard to any limitation in Section 2(c) on the exercise of this Warrant),
the number of shares of capital stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation,
and any additional consideration, whether in cash, securities or otherwise (the “Alternate Consideration”),
payable with respect to each share of Common Stock in connection with such Fundamental Transaction. For purposes of any such exercise,
the Exercise Price shall be appropriately allocated to apply to such Alternate Consideration based on the amount of Alternate
Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall, in its
sole discretion, apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative
value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities,
cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate
Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any
successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”)
to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance
with the provisions of this Section 3(c) and shall, at the option and request of the Holder, deliver to the Holder in exchange
for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance
to this Warrant which is exercisable for the Alternate Consideration, and with an exercise price equal to the Exercise Price.
Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that
from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring
to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the
Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the
same effect as if such Successor Entity had been named as the Company herein.


 






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d)
Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share,
as the case may be.


 


e)
Notice to the Holder.


 


(i)
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the
Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and setting forth a
brief statement of the facts requiring such adjustment.


 


(ii)
Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever
form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common
Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or
purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall
be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a
party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby
the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary
dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed
to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least twenty (20) calendar days
prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to
be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the
date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights
or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share
exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of
record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon
such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice
or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified
in such notice. The Holder is entitled to exercise this Warrant during the period commencing on the date of such notice to the
effective date of the event triggering such notice.


 






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Section
4. Transfer of Warrant.


 


a)
Transferability. Subject to compliance with any applicable federal and state securities laws and the satisfaction and delivery
of any reasonable conditions and documentation required by the Company, and to the provisions of Section 1.9 of the Subscription
Agreement, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the
principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the
form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable
upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a
new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified
in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so
assigned, and this Warrant shall promptly be cancelled. The Warrant, if properly assigned, may be exercised by a new holder for
the purchase of Warrant Shares without having a new Warrant issued.


 


b)
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the principal office
of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued,
signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a) as to any transfer which may be involved
in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or
Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated
the Initial Exercise Date and shall be identical with this Warrant in all material respects except as to the number of Warrant
Shares issuable pursuant thereto.


 


c)
Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose
(the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and
treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder, and for all other purposes, absent actual notice to the contrary.


 






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Section
5.  Miscellaneous.


 


a)
No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights or other rights
as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(a).


 


b)
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case
of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate,
if mutilated, the Company will, make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation,
in lieu of such Warrant or stock certificate.


 


c)
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a business day, then, such action may be taken or such right may be exercised on the following
business day.


 


d)
Authorized Shares.


 


The
Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common
Stock a sufficient number of shares to allow for the issuance of the Warrant Shares upon the exercise of this Warrant. The Company
further covenants that its officers are authorized to execute and issue the necessary certificates for the Warrant Shares upon
the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to
assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation or of any
requirements of the trading market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which
may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights
represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and
charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously
with such issue).


 


Except
and to the extent waived or consented to by the Holder, the Company shall not, including, without limitation, by amending its
certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale
of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of its obligations pursuant
to this Warrant, but will at all times act in good faith in the carrying out of all its obligations hereunder. Without limiting
the generality of the foregoing, the Company will (A) not increase the par value of any Warrant Shares above the amount payable
therefor upon such exercise immediately prior to such increase in par value, (B) take all such action as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this
Warrant and (C) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public
regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this
Warrant, including, without limitation, in connection with any action which would result in an adjustment in the number of Warrant
Shares for which this Warrant is exercisable or in the Exercise Price.


 






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e)
Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall
be determined in accordance with Section 6.6 of the Subscription Agreement.


 


f)
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant will have restrictions
upon resale imposed by state and federal securities laws.


 


g)
Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of either
party shall operate as a waiver of such right or otherwise prejudice either party’s rights, powers or remedies, notwithstanding
the fact that all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with
any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts
as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable and documented attorneys’
fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise
enforcing any of its rights, powers or remedies hereunder.


 


h)
Notices. Any notice, request or other document required or permitted to be given or delivered pursuant to this Warrant
shall be delivered in accordance with the notice provisions of Section 6.1 of the Subscription Agreement.


 


i)
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant
to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability
of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted
by the Company or by creditors of the Company.


 


j)
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages,
will be entitled to seek specific performance of its rights under this Warrant. The Company agrees that monetary damages would
not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees
to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.


 


k)
Successors and Assigns. Subject to applicable federal and state securities laws, this Warrant and the rights and obligations
evidenced hereby are intended to be and shall inure to the benefit of, and be binding upon and enforceable by, the successors
of the Company and the successors and permitted assigns of the Holder.


 


l)
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company
and the Holder.


 


m)
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions
or the remaining provisions of this Warrant.


 


n)
Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be
deemed a part of this Warrant.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first
above indicated.


 


	 	MARINA
    BIOTECH, INC.
	 	 	 
	 	By:	 
	 	Name:	Vuong
    Trieu
	 	Title:	Executive
    Chairman


 




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NOTICE
OF EXERCISE


 


TO:
MARINA BIOTECH, INC.


 


(1)
The undersigned hereby elects to purchase Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if
exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if
any.


 


(2)
Payment shall take the form of (check applicable box):


 


[  ]
in lawful money of the United States; or


 


[  ]
by the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 1(d),
to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure
set forth in subsection 1(d).


 


(3)
Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:


 


______________________________


 


The
Warrant Shares shall be delivered to the following DWAC Account Number:


 


______________________________


 


______________________________


 


(4)
Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the
Securities Act of 1933, as amended.


 


[SIGNATURE
OF HOLDER]


 


	Name
    of Investing Entity:	 





	Signature
    of Authorized Signatory of Investing Entity:	 





	Name
    of Authorized Signatory:	 





	Title
    of Authorized Signatory:	 





	Date:	 


 




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ASSIGNMENT
FORM


 


(To
assign the foregoing warrant, execute


this
form and supply required information.


Do
not use this form to exercise the warrant.)


 


FOR
VALUE RECEIVED, [__] all of or [___] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to


______________________________________________________whose
address is


____________________________________________________________________


____________________________________________________________________


 


	 	 	Dated:
    _________ _________ 	 
	 	 	 	 
	 	the
    Holder’s Signature:		 
	 	 	 	 
	 	the
    Holder’s Address:		 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


Signature
Guaranteed: ___________________________________________________


 


NOTE:
The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration
or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those
acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.


 




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