Exhibit 10.21


 


SUBSCRIPTION AGREEMENT


 


Matinas BioPharma Holdings, Inc.


1545 Route 206 South, Suite 302


Bedminster, New Jersey


Ladies and Gentlemen:


 


1.          Subscription.
The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Matinas
BioPharma Holdings, Inc., a Delaware corporation (the “Company”), the number of units (the “Units”) set
forth on the signature page hereof at a purchase price of $0.50 per Unit, with a minimum investment of $250,000 (500,000 Units)
(“Minimum Investment Amount”), or such lesser amount agreed to by the Company and the Placement Agent (as defined below).
Each Unit consists of (i) one share of common stock, par value $0.0001 per share (the “Common Stock”), of the Company
and (ii) one warrant (the “Warrants”), with each Warrant entitling the holder to purchase one share of Common Stock
for a five-year period commencing at the First Closing (as defined below) at an exercise price of $0.75 per share. The Units are
being sold in the Offering (as defined below), the initial closing of which may be scheduled at any time after subscriptions have
been received and accepted for at least the Minimum Offering Amount (as defined below) and other conditions to closing have been
satisfied. Thereafter, remaining Units will continue to be offered and sold until the date on which the Offering (as defined below)
expires, and additional closings (each a “Closing”) may from time to time be conducted at times mutually agreed to
between the Placement Agent (as defined below) and the Company with respect to those additional units sold.


 


2.          The
Offering. This subscription is submitted to you in accordance with and subject to the terms and conditions described in this
Subscription Agreement and the Confidential Private Placement Memorandum of the Company dated March 19, 2015, as amended or supplemented
from time to time, including all attachments, schedules and exhibits thereto (the “Memorandum”), relating to the offering
(the “Offering”) by the Company of a minimum of 7,000,000 Units ($3,500,000) (“Minimum Offering Amount”),
and up to a maximum of 14,000,000 Units ($7,000,000) (“Maximum Offering Amount”). In the event the Maximum Offering
Amount is sold, the Placement Agent (as defined below) and the Company shall have the right to place an additional 6,000,000 Units
($3,000,000) to cover over-allotments. Aegis Capital Corp. has been engaged as placement agent in connection with the Offering
(the “Placement Agent”). The terms of the Offering are more completely described in the Memorandum and such terms are
incorporated herein in their entirety.


 




    	 



    	 	 	 



    

 


3.          Payment.
The Purchaser will immediately make a wire transfer payment to, “Signature Bank, 261 Madison Ave., New York, NY 10016, ABA
No. 026013576 for credit to Matinas BioPharma Holdings, Inc., Signature Bank, as Escrow Agent, Account No. 1502471380” in
the full amount of the purchase price of the Units being subscribed for in the Offering. Wire transfer instructions are set forth
on page 12 hereof under the heading “To subscribe for Units in the private offering of Matinas BioPharma Holdings, Inc.”
Notwithstanding the foregoing, Placement Agent may approve acceptance of a check by the Escrow Agent in lieu of a wire transfer.
Upon approval of Placement Agent, Purchaser will immediately send a check payable to the order of “Matinas BioPharma Holdings,
Inc., Signature Bank, as Escrow Agent,” with the name and address of the Purchaser. Such funds will be held for the Purchaser's
benefit, and will be returned promptly, without interest or offset if this Subscription Agreement is not accepted by the Company,
the Offering is terminated pursuant to its terms by the Company prior to the First Closing (as hereinafter defined), or the Minimum
Offering Amount is not sold. Together with a wire transfer (or, pursuant to the Placement Agent’s approval of acceptance
of a check by the Escrow Agent in lieu of a wire transfer, a check) for the full purchase price, the Purchaser is delivering a
completed and executed Omnibus Signature Page to this Subscription Agreement and the Registration Rights Agreement, in the form
of [Exhibit B] to the Memorandum (the “Registration Rights Agreement”).


 


4.          Deposit
of Funds. All payments made as provided in Section 3 hereof shall be promptly forwarded by the Company or the Placement Agent,
as soon as practicable after receipt thereof, to Signature Bank (the “Escrow Agent”) for deposit into a non-interest-bearing
escrow account (the “Escrow Account”) until the earliest to occur of (a) the closing of the sale of the Minimum Offering
Amount (the “First Closing”) or the additional Closings that may be conducted from time to time, as applicable, (b)
the rejection of such subscription, and (c) the termination of the Offering by the Company or the Placement Agent. The Company
and the Placement Agent may continue to offer and sell the Units and conduct additional closings for the sale of additional Units
after the First Closing and until the termination of the Offering.


 


5.          Acceptance
of Subscription. The Purchaser understands and agrees that the Company, in their sole discretion, reserve the right to accept
or reject this or any other subscription for Units, in whole or in part, notwithstanding prior receipt by the Purchaser of notice
of acceptance of this subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver
to the Purchaser an executed copy of this Subscription Agreement. If this subscription is rejected in whole, the Offering of Units
is terminated or the Minimum Offering Amount is not raised, all funds received from the Purchaser will be returned without interest
or offset, and this Subscription Agreement shall thereafter be of no further force or effect. If this subscription is rejected
in part, the funds for the rejected portion of this subscription will be returned without interest or offset, and this Subscription
Agreement will continue in full force and effect to the extent this subscription was accepted.


 


6.          Representations
and Warranties.


 


The Purchaser hereby acknowledges,
represents, warrants, and agrees as follows:


 


(a)          None
of the shares of Common Stock or the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”)
offered pursuant to the Memorandum are registered under the Securities Act of 1933, as amended (the “Securities Act”),
or any state securities laws. The Purchaser understands that the offering and sale of the Units is intended to be exempt from registration
under the Securities Act, by virtue of Section 4(a)(2) thereof and the provisions of Regulation D (“Regulation D”)
as promulgated by the United States Securities and Exchange Commission (the “SEC”) thereunder, based, in part, upon
the representations, warranties and agreements of the Purchaser contained in this Subscription Agreement;


 




    	-2-



    	 	 	 



    

 


(b)          Prior
to the execution of this Subscription Agreement, the Purchaser and the Purchaser's attorney, accountant, purchaser representative
and/or tax adviser, if any (collectively, the “Advisers”), have received the Memorandum and all other documents requested
by the Purchaser, have carefully reviewed them and understand the information contained therein;


 


(c)          Neither
the SEC nor any state securities commission or other regulatory authority has approved the Units, the Common Stock, the Warrants
or the Warrant Shares, or passed upon or endorsed the merits of the offering of Units or confirmed the accuracy or determined the
adequacy of the Memorandum. The Memorandum has not been reviewed by any federal, state or other regulatory authority;


 


(d)          All
documents, records, and books pertaining to the investment in the Units (including, without limitation, the Memorandum) have been
made available for inspection by such Purchaser and its Advisers, if any;


 


(e)          The
Purchaser and its Advisers, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or
persons acting on behalf of the Company concerning the offering of the Units and the business, financial condition and results
of operations of the Company, and all such questions have been answered to the full satisfaction of the Purchaser and its Advisers,
if any;


 


(f)          In
evaluating the suitability of an investment in the Company, the Purchaser has not relied upon any representation or information
(oral or written) other than as stated in the Memorandum.


 


(g)          The
Purchaser is unaware of, is in no way relying on, and did not become aware of the Offering of the Units through or as a result
of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or
other communication published in any newspaper, magazine or similar media or broadcast over television, radio or the Internet (including,
without limitation, internet “blogs,” bulletin boards, discussion groups and social networking sites) in connection
with the Offering and sale of the Units and is not subscribing for the Units and did not become aware of the Offering of the Units
through or as a result of any seminar or meeting to which the Purchaser was invited by, or any solicitation of a subscription by,
a person not previously known to the Purchaser in connection with investments in securities generally;


 


(h)          The
Purchaser has taken no action that would give rise to any claim by any person for brokerage commissions, finders' fees or the like
relating to this Subscription Agreement or the transactions contemplated hereby (other than commissions to be paid by the Company
to the Placement Agent or as otherwise described in the Memorandum);


 


(i)          The
Purchaser, together with its Advisers, if any, has such knowledge and experience in financial, tax, and business matters, and,
in particular, investments in securities, so as to enable it to utilize the information made available to it in connection with
the Offering to evaluate the merits and risks of an investment in the Units and the Company and to make an informed investment
decision with respect thereto;


 




    	-3-



    	 	 	 



    

 


(j)          The
Purchaser is not relying on the Company, the Placement Agent or any of their respective employees or agents with respect to the
legal, tax, economic and related considerations of an investment in the Units, and the Purchaser has relied on the advice of, or
has consulted with, only its own Advisers;


 


(k)          The
Purchaser is acquiring the Units solely for such Purchaser's own account for investment purposes only and not with a view to or
intent of resale or distribution thereof, in whole or in part. The Purchaser has no agreement or arrangement, formal or informal,
with any person to sell or transfer all or any part of the Units, the shares of Common Stock, the Warrants or the Warrant Shares,
and the Purchaser has no plans to enter into any such agreement or arrangement.


 


(l)          The
Purchaser must bear the substantial economic risks of the investment in the Units indefinitely because none of the securities included
in the Units may be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable
state securities laws or an exemption from such registration is available. Legends shall be placed on the securities included in
the Units to the effect that they have not been registered under the Securities Act or applicable state securities laws and appropriate
notations thereof will be made in the Company's stock books. Stop transfer instructions will be placed with the transfer agent
of the Units. The Company has agreed that purchasers of the Units will have, with respect to the shares of Common Stock and the
Warrant Shares, the registration rights described in the Registration Rights Agreement. Notwithstanding such registration rights,
there can be no assurance that an effective registration statement will be available, or that there will be a market, for resale
of the Units, the Common Stock, the Warrants or the Warrant Shares, nor can there be any assurance that such securities will be
freely transferable at any time in the foreseeable future.


 


(m)          The
Purchaser has adequate means of providing for such Purchaser's current financial needs and foreseeable contingencies and has no
need for liquidity from its investment in the Units for an indefinite period of time;


 


(n)          The
Purchaser is aware that an investment in the Units is high risk, involving a number of very significant risks and has carefully
read and considered the matters set forth under the caption “Risk Factors” in the Memorandum (including the documents
incorporated by reference therein), and, in particular, acknowledges that the Company has a limited operating history, significant
operating losses since inception, limited revenues to date, limited assets and is engaged in a highly competitive business;


 


(o)          The
Purchaser meets the requirements of at least one of the suitability standards for an “accredited investor” as that
term is defined in Regulation D and as set forth on the Accredited Investor Certification contained herein;


 




    	-4-



    	 	 	 



    

 


(p)          The
Purchaser (i) if a natural person, represents that the Purchaser has reached the age of 21 and has full power and authority to
execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions
hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock
company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose
of acquiring the Units, such entity is duly organized, validly existing and in good standing under the laws of the state of its
organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of
state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this
Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and
to purchase and hold the securities constituting the Units, the execution and delivery of this Subscription Agreement has been
duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity
and is a legal, valid and binding obligation of such entity; or (iii) if executing this Subscription Agreement in a representative
or fiduciary capacity, represents that it has full power and authority to execute and deliver this Subscription Agreement in such
capacity and on behalf of the subscribing individual, ward, partnership, trust, estate, corporation, or limited liability company
or partnership, or other entity for whom the Purchaser is executing this Subscription Agreement, and such individual, partnership,
ward, trust, estate, corporation, or limited liability company or partnership, or other entity has full right and power to perform
pursuant to this Subscription Agreement and make an investment in the Company, and represents that this Subscription Agreement
constitutes a legal, valid and binding obligation of such entity. The execution and delivery of this Subscription Agreement will
not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Purchaser is
a party or by which it is bound;


 


(q)          The
Purchaser and the Advisers, if any, have had the opportunity to obtain any additional information, to the extent the Company has
such information in its possession or could acquire it without unreasonable effort or expense, necessary to verify the accuracy
of the information contained in the Memorandum and all documents received or reviewed in connection with the purchase of the Units
and have had the opportunity to have representatives of the Company provide them with such additional information regarding the
terms and conditions of this particular investment and the financial condition, results of operations, business of the Company
deemed relevant by the Purchaser or the Advisers, if any, and all such requested information, to the extent the Company had such
information in its possession or could acquire it without unreasonable effort or expense, has been provided to the full satisfaction
of the Purchaser and the Advisers, if any;


 


(r)          Any
information which the Purchaser has heretofore furnished or is furnishing herewith to the Company or the Placement Agent is complete
and accurate and may be relied upon by the Company and the Placement Agent in determining the availability of an exemption from
registration under federal and state securities laws in connection with the offering of securities as described in the Memorandum.
The Purchaser further represents and warrants that it will notify and supply corrective information to the Company and the Placement
Agent immediately upon the occurrence of any change therein occurring prior to the Company's issuance of the securities contained
in the Units;


 


(s)          The
Purchaser has significant prior investment experience, including investment in non-listed and non-registered securities. The Purchaser
is knowledgeable about investment considerations in development-stage companies with limited operating histories. The Purchaser
has a sufficient net worth to sustain a loss of its entire investment in the Company in the event such a loss should occur. The
Purchaser's overall commitment to investments which are not readily marketable is not excessive in view of the Purchaser’s
net worth and financial circumstances and the purchase of the Units will not cause such commitment to become excessive. The investment
is a suitable one for the Purchaser;


 




    	-5-



    	 	 	 



    

 


(t)          The
Purchaser is satisfied that the Purchaser has received adequate information with respect to all matters which it or the Advisers,
if any, consider material to its decision to make this investment;


 


(u)          The
Purchaser acknowledges that any estimates or forward-looking statements or projections included in the Memorandum (including the
documents incorporated by reference therein) were prepared by the Company in good faith but that the attainment of any such projections,
estimates or forward-looking statements cannot be guaranteed by the Company and should not be relied upon;


 


(v)         No
oral or written representations have been made, or oral or written information furnished, to the Purchaser or the Advisers, if
any, in connection with the Offering which are in any way inconsistent with the information contained in the Memorandum;


 


(w)          Within
five (5) days after receipt of a request from the Company or the Placement Agent, the Purchaser will provide such information and
deliver such documents as may reasonably be necessary to comply with any and all laws and ordinances to which the Company or the
Placement Agent is subject;


 


(x)          The
Purchaser's substantive relationship with the Placement Agent or subagent through which the Purchaser is subscribing for Units
predates the Placement Agent's or such subagent's contact with the Purchaser regarding an investment in the Units;


 


(y)          THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND
ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES
ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT
AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN RECOMMENDED, APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM OR THIS
SUBSCRIPTION AGREEMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL;


 


(z)          In
making an investment decision investors must rely on their own examination of the Company and the terms of the Offering, including
the merits and risks involved. The Purchaser should be aware that it will be required to bear the financial risks of this investment
for an indefinite period of time;


 




    	-6-



    	 	 	 



    

 


(aa)         (For
ERISA plans only) The fiduciary of the ERISA plan (the “Plan”) represents that such fiduciary has been informed
of and understands the Company’s investment objectives, policies and strategies, and that the decision to invest “plan
assets” (as such term is defined in ERISA) in the Company is consistent with the provisions of ERISA that require diversification
of plan assets and impose other fiduciary responsibilities. The Purchaser fiduciary or Plan (a) is responsible for the decision
to invest in the Company; (b) is independent of the Company or any of its affiliates; (c) is qualified to make such investment
decision; and (d) in making such decision, the Purchaser fiduciary or Plan has not relied primarily on any advice or recommendation
of the Company or any of its affiliates;


 


(bb)         The
Purchaser should check the Office of Foreign Assets Control (“OFAC”) website at <http://www.treas.gov/ofac> before
making the following representations. The Purchaser represents that the amounts invested by it in the Company in the Offering
were not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations,
including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by OFAC prohibit, among
other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities
and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at
<http://www.treas.gov/ofac>. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing
with individuals1 or entities in certain countries regardless
of whether such individuals or entities appear on the OFAC lists;


 


(cc)         To
the best of the Purchaser’s knowledge, none of: (1) the Purchaser; (2) any person controlling or controlled by the Purchaser;
(3) if the Purchaser is a privately-held entity, any person having a beneficial interest in the Purchaser; or (4) any person for
whom the Purchaser is acting as agent or nominee in connection with this investment is a country, territory, individual or entity
named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept
any amounts from a prospective investor if such prospective investor cannot make the representation set forth in the preceding
paragraph. The Purchaser agrees to promptly notify the Company and the Placement Agent should the Purchaser become aware of any
change in the information set forth in these representations. The Purchaser understands and acknowledges that, by law, the Company
may be obligated to “freeze the account” of the Purchaser, either by prohibiting additional subscriptions from the
Purchaser, declining any redemption requests and/or segregating the assets in the account in compliance with governmental regulations,
and the Placement Agent may also be required to report such action and to disclose the Purchaser’s identity to OFAC. The
Purchaser further acknowledges that the Company may, by written notice to the Purchaser, suspend the redemption rights, if any,
of the Purchaser if the Company reasonably deems it necessary to do so to comply with anti-money laundering regulations applicable
to the Company and the Placement Agent or any of the Company’s other service providers. These individuals include specially
designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs;


 





 






1 These
individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC
sanctions and embargo programs.


 




    	-7-



    	 	 	 



    

 


(dd)         To
the best of the Purchaser’s knowledge, none of: (1) the Purchaser; (2) any person controlling or controlled by the Purchaser;
(3) if the Purchaser is a privately-held entity, any person having a beneficial interest in the Purchaser; or (4) any person for
whom the Purchaser is acting as agent or nominee in connection with this investment is a senior foreign political figure,2
or any immediate family3 member or
close associate4 of a senior foreign political
figure, as such terms are defined in the footnotes below; and


 


(ee)         If
the Purchaser is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the Purchaser receives deposits
from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the Purchaser represents
and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country
in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related
to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank
to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not
have a physical presence in any country and that is not a regulated affiliate.


 


7.          Indemnification.
The Purchaser agrees to indemnify and hold harmless the Company the Placement Agent (including its selected dealers, if any), and
their respective officers, directors, employees, agents, control persons and affiliates from and against all losses, liabilities,
claims, damages, costs, fees and expenses whatsoever (including, but not limited to, any and all expenses incurred in investigating,
preparing or defending against any litigation commenced or threatened) based upon or arising out of any actual or alleged false
acknowledgment, representation or warranty, or misrepresentation or omission to state a material fact, or breach by the Purchaser
of any covenant or agreement made by the Purchaser herein or in any other document delivered in connection with this Subscription
Agreement.


 


8.          Irrevocability;
Binding Effect. The Purchaser hereby acknowledges and agrees that the subscription hereunder is irrevocable by the Purchaser,
except as required by applicable law, and that this Subscription Agreement shall survive the death or disability of the Purchaser
and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal
representatives, and permitted assigns. If the Purchaser is more than one person, the obligations of the Purchaser hereunder shall
be joint and several and the agreements, representations, warranties, and acknowledgments herein shall be deemed to be made by
and be binding upon each such person and such person's heirs, executors, administrators, successors, legal representatives, and
permitted assigns.


 





 



 


2 A
“senior foreign political figure” is defined as a current or former senior official in the executive, legislative,
administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign
political party, or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political
figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign
political figure.


 


3 “Immediate
family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and
in-laws.


 


4 A
“close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an
unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial
domestic and international financial transactions on behalf of the senior foreign political figure.


 




    	-8-



    	 	 	 



    

 


9.          Modification.
This Subscription Agreement shall not be modified or waived except by an instrument in writing signed by the party against whom
any such modification or waiver is sought.


 


10.         Immaterial
Modifications to the Registration Rights Agreement. The Company may, at any time prior to the First Closing, modify the Registration
Rights Agreement if necessary to clarify any provision therein, without first providing notice or obtaining prior consent of the
Subscriber, if, and only if, such modification is not material in any respect.


 


11.         Notices.
Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be mailed by certified
mail, return receipt requested, or delivered against receipt to the party to whom it is to be given (a) if to the Company, at the
address set forth above, or (b) if to the Purchaser, at the address set forth on the signature page hereof (or, in either case,
to such other address as the party shall have furnished in writing in accordance with the provisions of this Section 11). Any notice
or other communication given by certified mail shall be deemed given at the time of certification thereof, except for a notice
changing a party's address which shall be deemed given at the time of receipt thereof.


 


12.         Assignability.
This Subscription Agreement and the rights, interests and obligations hereunder are not transferable or assignable by the Purchaser
and the transfer or assignment of the shares of Common Stock or the Warrants shall be made only in accordance with all applicable
laws.


 


13.         Applicable
Law. This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable
to contracts to be wholly-performed within said State.


 


14.         Arbitration.
The parties agree to submit all controversies to arbitration in accordance with the provisions set forth below and understand that:


 


(a)          Arbitration
is final and binding on the parties.


 


(b)          The
parties are waiving their right to seek remedies in court, including the right to a jury trial.


 


(c)          Pre-arbitration
discovery is generally more limited and different from court proceedings.


 


(d)          The
arbitrator's award is not required to include factual findings or legal reasoning and any party's right to appeal or to seek modification
of rulings by arbitrators is strictly limited.


 


(e)          The
panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.


 




    	-9-



    	 	 	 



    

 


(f)          All
controversies which may arise between the parties concerning this Subscription Agreement shall be determined by arbitration pursuant
to the rules then pertaining to the Financial Industry Regulatory Authority, Inc. (“FINRA”) in New York City, New York.
Judgment on any award of any such arbitration may be entered in the Supreme Court of the State of New York or in any other court
having jurisdiction of the person or persons against whom such award is rendered. Any notice of such arbitration or for
the confirmation of any award in any arbitration shall be sufficient if given in accordance with the provisions of this Agreement.
The parties agree that the determination of the arbitrators shall be binding and conclusive upon them.


 


15.         Blue
Sky Qualification. The purchase of Units under this Subscription Agreement is expressly conditioned upon the exemption from
qualification of the offer and sale of the Units from applicable federal and state securities laws. The Company shall not be required
to qualify this transaction under the securities laws of any jurisdiction and, should qualification be necessary, the Company shall
be released from any and all obligations to maintain its offer, and may rescind any sale contracted, in the jurisdiction.


 


16.         Use
of Pronouns. All pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine, neuter,
singular or plural as the identity of the person or persons referred to may require.


 


17.         Confidentiality.
The Purchaser acknowledges and agrees that any information or data the Purchaser has acquired from or about the Company, not otherwise
properly in the public domain, was received in confidence. The Purchaser agrees not to divulge, communicate or disclose, except
as may be required by law or for the performance of this Agreement, or use to the detriment of the Company or for the benefit of
any other person or persons, or misuse in any way, any confidential information of the Company, including any scientific, technical,
trade or business secrets of the Company and any scientific, technical, trade or business materials that are treated by the Company
as confidential or proprietary, including, but not limited to, ideas, discoveries, inventions, developments and improvements belonging
to the Company and confidential information obtained by or given to the Company about or belonging to third parties.


 


18.         Miscellaneous.


 


(a)          This
Subscription Agreement, together with the Registration Rights Agreement, constitute the entire agreement between the Purchaser
and the Company with respect to the subject matter hereof and supersede all prior oral or written agreements and understandings,
if any, relating to the subject matter hereof. The terms and provisions of this Subscription Agreement may be waived, or consent
for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or
provisions.


 


(b)          The
representations and warranties of the Company and the Purchaser made in this Subscription Agreement shall survive the execution
and delivery hereof and delivery of the shares of Common Stock and Warrants contained in the Units.


 


(c)          Each
of the parties hereto shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others
engaged by such party) in connection with this Subscription Agreement and the transactions contemplated hereby whether or not the
transactions contemplated hereby are consummated.


 




    	-10-



    	 	 	 



    

 


(d)          This
Subscription Agreement may be executed in one or more counterparts each of which shall be deemed an original, but all of which
shall together constitute one and the same instrument.


 


(e)          Each
provision of this Subscription Agreement shall be considered separable and, if for any reason any provision or provisions hereof
are determined to be invalid or contrary to applicable law, such invalidity or illegality shall not impair the operation of or
affect the remaining portions of this Subscription Agreement.


 


(f)          Paragraph
titles are for descriptive purposes only and shall not control or alter the meaning of this Subscription Agreement as set forth
in the text.


 


(g)          The
Purchaser understands and acknowledges that there may be multiple closings for this Offering.


 


19.         Omnibus
Signature Page. This Subscription Agreement is intended to be read and construed in conjunction with the Registration Rights
Agreement pertaining to the issuance by the Company of the shares of Common Stock and Warrants to subscribers pursuant to the Memorandum.
Accordingly, pursuant to the terms and conditions of this Subscription Agreement and such related agreements it is hereby agreed
that the execution by the Purchaser of this Subscription Agreement, in the place set forth herein, shall constitute agreement to
be bound by the terms and conditions hereof and the terms and conditions of the Registration Rights Agreement, with the same effect
as if each of such separate but related agreement were separately signed.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 




    	-11-



    	 



    

 


Matinas
biopharma holdings, inc.


OMNIBUS SIGNATURE PAGE TO THE


SUBSCRIPTION AGREEMENT


AND REGISTRATION RIGHTS AGREEMENT


 


Subscriber
hereby elects to subscribe under the Subscription Agreement for a total of ______ Units at a price of $0.50 per Unit (NOTE: to
be completed by subscriber) and executes the Subscription Agreement and the Registration Rights Agreement. 


 


Date (NOTE: To be completed by subscriber):
__________________


 


If the Purchaser is an INDIVIDUAL, and if
purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY:


 


	 	 	 
	Print Name(s)	 	Social Security Number(s)
	 	 	 
	 	 	 
	Signature(s) of Subscriber(s)	 	Signature
	 	 	 
	 	 	 
	Date	 	Address


 


If the Purchaser is a PARTNERSHIP, CORPORATION,
LIMITED LIABILITY COMPANY or TRUST:


 


	 	 	 
	Name of Partnership,	 	Federal Taxpayer
	Corporation, Limited	 	Identification Number
	Liability Company or Trust	 	 
	 	 	 
	By:	 	 	 
	 	Name:	 	State of Organization
	 	Title:	 	 
	 	 	 
	 	 	 
	Date	 	Address
	 	 	 
	Matinas BIOPHARMA HOLDINGS, 	 	 
	inc.	 	AEGIS CAPITAL CORP..
	 	 	 
	By:	 	 	By:	 
	 	Authorized Officer	 	 	Authorized Officer


 




    	14