INDEMNIFICATION AGREEMENTIndemnification Agreement • February 7th, 2014 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement ("Agreement") is made as of _________ __, 2013 by and between Matinas BioPharma Holdings, Inc., a Delaware corporation (the "Company"), and ______________ ("Indemnitee").
VOTING AGREEMENTVoting Agreement • February 7th, 2014 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New York
This VOTING AGREEMENT (this “Agreement”) is entered into as of July 30, 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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 7th, 2014 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New York
Securities Purchase Agreement Units consisting of Common Stock and Warrants June 10, 2013 CONFIDENTIALSecurities Purchase Agreement • February 7th, 2014 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New York
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS SECURITIES PURCHASE AGREEMENT AND THE OTHER OFFERING DOCUMENTS DO NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
NONQUALIFIED STOCK OPTION GRANT AGREEMENT MATINAS BIOPHARMA HOLDINGS, INC.Stock Option Grant Agreement • February 7th, 2014 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • 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”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 7th, 2014 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New York
This Placement Agency Agreement ("Agreement") sets forth the terms upon which Aegis Capital Corp., a New York corporation, and a registered broker-dealer and member of the Financial Industry Regulatory Authority ("FINRA") (the “Placement Agent”), shall be engaged by Matinas BioPharma, Inc., a Delaware corporation (“Matinas”) and Matinas BioPharma Holdings, Inc., a Delaware corporation (“Newco”), to act as exclusive Placement Agent in connection with the private placement (the “Offering”) of units (“Units”) of securities of Newco, each Unit consisting of (i) 250,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Newco (the “Shares”) and (ii) 125,000 warrants (the “Warrants”), with each Warrant entitling the holder to purchase one share of Common Stock for a five-year period at an exercise price of $2.00 per share. The Offering will consist of a minimum of 24 Units ($6,000,000) (the “Minimum Amount”) and a maximum of 36 Units ($9,000,000) (the “Maximum Amoun
AGREEMENT AND PLAN OF MERGER by and among Matinas BioPharma Holdings, Inc, Matinas Merger Sub, Inc., and MATINAS BIOPHARMA, INC. Dated as of July 11, 2013Merger Agreement • February 7th, 2014 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New York
THIS AGREEMENT AND PLAN OF MERGER, dated as of July 11, 2013 (this “Agreement”), by and among Matinas BioPharma Holdings, Inc., a Delaware corporation (“Parent”), Matinas Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Matinas BioPharma, Inc., a Delaware corporation (the “Company”), and Roelof Rongen, as Stockholder Representative (the “Stockholder Representative”).
