0001493152-26-032938 Sample Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 13th, 2026 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 10, 2026, between Matinas BioPharma Holdings, 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”).
SOLICITATION AGENT COMMON STOCK PURCHASE WARRANT Matinas BioPharma Holdings, Inc.Security Agreement • July 13th, 2026 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New York
THIS SOLICITATION AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____] or its assigns (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 Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth (5th) anniversary of the Stockholder Approval Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Matinas BioPharma Holdings, Inc., a Delaware corporation (the “Company”), up to [____] shares (as subject to adjustment hereunder, 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). This Warrant is being issued pursuant to that certain Warrant Solicitation Agent Agreement, dated as of July 10, 2026, by and between the Company and ThinkEquity
COMMON STOCK PURCHASE WARRANT Matinas Biopharma Holdings, Inc.Common Stock Purchase Warrant • July 13th, 2026 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_______] or its assigns (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 Stockholder Approval Date, subject to the terms of Section 2(f) below (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Matinas BioPharma Holdings, Inc., a Delaware corporation (the “Company”), up to [_______] shares (as subject to adjustment hereunder, 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).
BUSINESS COMBINATION AGREEMENT by and among GH Power Inc., as GH Power, 1001550000 ONTARIO INC., as Pubco, 1001550002 ONTARIO INC., as Merger Sub A, MATINAS BIOPHARMA HOLDINGS, INC., as Matinas, and MBH MERGER SUB, INC., as Merger Sub B Dated as of...Business Combination Agreement • July 13th, 2026 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • Ontario
This BUSINESS COMBINATION AGREEMENT (this “Agreement”) is made and entered into as of July 10, 2026, by and among (i) GH Power Inc., a corporation organized under the laws of Ontario (“GH Power”), (ii) Matinas BioPharma Holdings, Inc., a Delaware corporation (“Matinas”), (iii) 1001550000 Ontario Inc., a corporation organized under the laws of Ontario (“Pubco”), (iv) 1001550002 Ontario Inc., a corporation organized under the laws of Ontario and a wholly owned subsidiary of Pubco (“Merger Sub A”), and (v) MBH Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Pubco (“Merger Sub B,” and together with Merger Sub A, each a “Merger Sub” and collectively, the “Merger Subs”). GH Power, Pubco, Matinas and the Merger Subs are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed thereto in Article XI hereof.
FOURTH AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 13th, 2026 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations
This Fourth Amendment (“Amendment”), entered into as of the 10th day of July, 2026 (the “Effective Date”), amends the Employment Agreement between MATINAS BIOPHARMA HOLDINGS, INC. (the “Company”) and Jerome D. Jabbour (the “Executive”) dated March 22, 2018, as amended by those certain amendments dated as of March 3, 2023, April 30, 2025 and December 12, 2025 (as amended, the “Agreement”). All capitalized terms not defined herein shall have the meanings set forth in the Agreement.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 13th, 2026 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of July 10, 2026, by and between Azurity Pharmaceuticals, Inc., a Delaware corporation (the “Buyer”) and Matinas BioPharma Holdings, Inc., a Delaware corporation (the “Seller”). The Buyer and the Seller are each referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meanings assigned to them in ARTICLE XI hereof.
FORM OF VOTING AGREEMENTVoting Agreement • July 13th, 2026 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • Delaware
This Voting Agreement (this “Agreement”) is made as of July 10, 2026 by and among (i) GH Power Inc., a corporation organized under the laws of Ontario (the “GH Power”), (ii) Matinas BioPharma Holdings, Inc., a Delaware corporation (“Matinas”), and (iii) the undersigned shareholder (“Holder”) of GH Power. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the BCA.
FORM OF VOTING AGREEMENTVoting Agreement • July 13th, 2026 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • Delaware
This Voting Agreement (this “Agreement”) is made as of July 10, 2026 by and among (i) GH Power Inc., a corporation organized under the laws of Ontario (the “GH Power”), (ii) Matinas BioPharma Holdings, Inc., a Delaware corporation (“Matinas”), and (iii) the undersigned stockholder (“Holder”) of Matinas. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the BCA.
WARRANT SOLICITATION AGENT AGREEMENTWarrant Solicitation Agent Agreement • July 13th, 2026 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New York
THIS WARRANT SOLICITATION AGENT AGREEMENT (this “Agreement”) is dated as of July 10, 2026, by and between Matinas BioPharma Holdings, Inc. (the “Company”) and ThinkEquity LLC (“ThinkEquity” or the “Solicitation Agent”).