Form of Placement Agent’s Warrant AgreementMatinas BioPharma Holdings, Inc. • June 19th, 2018 • Pharmaceutical preparations • New York
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, ThinkEquity, a Division of Fordham Financial Management, Inc. 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 June 21, 2019 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Closing 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 (the “Warrant Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), as subject to adjustment hereunder. 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).
Matinas biopharma holdings, Inc. (a Delaware corporation) 8,000 Shares of Series B Convertible Preferred Stock PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 19th, 2018 • Matinas BioPharma Holdings, Inc. • Pharmaceutical preparations • New York
Matinas BioPharma Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the purchasers (each, a “Purchaser” and, collectively, the “Purchasers”), pursuant to the terms and conditions of this Placement Agent Agreement (this “Agreement”) up to an aggregate of 8,000 shares (the “Shares”) of Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”). The offering and sale of the Shares of Series B Preferred Stock is hereinafter referred to as the “Offering.” The Company hereby confirms its agreement with ThinkEquity, a division of Fordham Financial Management, Inc. (the “Placement Agent”) to act as Placement Agent in accordance with the terms and conditions hereof.
