0001144204-13-054007 Sample Contracts

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • October 4th, 2013 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New York

• Contract Type
  Registration Rights Agreement
• Filed
  October 4th, 2013
• Company
  Matinas BioPharma Holdings, Inc.
• Industry
  Pharmaceutical preparations
• Jurisdiction
  New York

This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of July 30, 2013 (the “Effective Date”) between Matinas BioPharma Holdings, Inc., a Delaware corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”).

EMPLOYMENT AGREEMENT

Employment Agreement • October 4th, 2013 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New Jersey

• Contract Type
  Employment Agreement
• Filed
  October 4th, 2013
• Company
  Matinas BioPharma Holdings, Inc.
• Industry
  Pharmaceutical preparations
• Jurisdiction
  New Jersey

This EMPLOYMENT AGREEMENT (this “Agreement”), dated July 30, 2013 and effective on the date of the initial closing of the private placement offering of the Company’s common stock (the “Effective Date”), is by and between MATINAS BIOPHARMA HOLDINGS, INC., a Delaware corporation (the “Company”) and Roelof Rongen (the “Executive”).

INCENTIVE STOCK OPTION GRANT AGREEMENT MATINAS BIOPHARMA HOLDINGS, INC.

Incentive Stock Option Grant Agreement • October 4th, 2013 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New Jersey

• Contract Type
  Incentive Stock Option Grant Agreement
• Filed
  October 4th, 2013
• Company
  Matinas BioPharma Holdings, Inc.
• Industry
  Pharmaceutical preparations
• Jurisdiction
  New Jersey

This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Matinas BioPharma Holdings, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”).

VOTING AGREEMENT

Voting Agreement • October 4th, 2013 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New York

• Contract Type
  Voting Agreement
• Filed
  October 4th, 2013
• Company
  Matinas BioPharma Holdings, Inc.
• Industry
  Pharmaceutical preparations
• Jurisdiction
  New York

This VOTING AGREEMENT (this “Agreement”) is entered into as of July [___], 2013 (the “Effective Date”) by and among Matinas BioPharma Holdings, Inc., a Delaware corporation (the “Company”), the parties listed as stockholders of Matinas BioPharma, Inc. (the “Matinas Stockholders”) on the signature pages hereto and the parties listed as stockholders of the Company (the “Holdings Stockholders”) on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”).