Exhibit 4.5


 


Warrant Certificate No. PA-50[ ]


 


NEITHER THE SECURITIES REPRESENTED BY THIS
CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED,
SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND
ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF
COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE
OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
ACT OR APPLICABLE STATE SECURITIES LAWS.


 


	Effective Date: April 10, 2015	Void After: April 9, 2020


 


MATINAS BIOPHARMA HOLDINGS, INC.


 


PLACEMENT AGENT WARRANT


 


Matinas BioPharma
Holdings, Inc., a Delaware corporation (the “Company”), for value received on [_____, 2015] (the
“Effective Date”), hereby issues to ___________ (the “Holder”) this Warrant (the
“Warrant”) to purchase, ________shares (each such share as from time to time adjusted as hereinafter
provided being a “Warrant Share” and all such shares being the “Warrant Shares”) of the
Company’s Common Stock (as defined below), at the Exercise Price (as defined below), as adjusted from time to time as
provided herein, on or before April 9, 2020 (the “Expiration Date”), all subject to the following
terms and conditions. This Warrant is being issued pursuant to that certain Placement Agency Agreement dated March 19, 2015
among the Company and Aegis Capital Corp. (the “Placement Agency Agreement”) and in
connection with the Company’s private offering to accredited investors of its securities in accordance with, and
subject to, the terms and conditions described in that certain Confidential Private Placement Memorandum, dated March 19,
2015, as the same may be amended and supplemented from time to time (the “Private Placement Memorandum”).
Unless otherwise defined in this Warrant, terms appearing in initial capitalized form shall have the meaning ascribed to them
in the Private Placement Memorandum.


 




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As used in this Warrant,
(i) “Business Day” means any day other than Saturday, Sunday or any other day on which commercial banks in the
City of New York, New York, are authorized or required by law or executive order to close; (ii) “Common Stock”
means the common stock of the Company, par value $0.0001 per share, including any securities issued or issuable with respect thereto
or into which or for which such shares may be exchanged for, or converted into, pursuant to any stock dividend, stock split, stock
combination, recapitalization, reclassification, reorganization or other similar event; (iii) “Exercise Price”
means [$___] per share of Common Stock, subject to adjustment as provided herein; (iv) “Trading Day” means any
day on which the Common Stock is traded on the primary national or regional stock exchange on which the Common Stock is listed,
or if not so listed, the OTCQX, the OTCBB, or any other market quoted by OTC Markets Group Inc. (or any successors to any of the
foregoing), if quoted thereon, is open for the transaction of business; and
(v) “Affiliate” means any person that, directly or indirectly, through one or more intermediaries, controls,
is controlled by, or is under common control with, a person, as such terms are used and construed in Rule 144 promulgated under
the Securities Act of 1933, as amended (the “Securities Act”).


 


1.          DURATION
AND EXERCISE OF WARRANTS


 


(a)          Exercise
Period. The Holder may exercise this Warrant in whole or in part on any Business Day on or before 5:00 P.M., Eastern Time,
on the Expiration Date, at which time this Warrant shall become void and of no value.


 


(b)          Exercise
Procedures.


 


(i)   While
this Warrant remains outstanding and exercisable in accordance with Section 1(a), in addition to the manner set forth in Section
1(b)(ii) below, the Holder may exercise this Warrant in whole or in part at any time and from time to time by:


 


(A)         delivery
to the Company of a duly executed copy of the Notice of Exercise attached as Exhibit A;


 


(B)         surrender
of this Warrant to the Secretary of the Company at its principal offices or at such other office or agency as the Company may specify
in writing to the Holder; and


 


(C)         payment
of the then-applicable Exercise Price per share multiplied by the number of Warrant Shares being purchased upon exercise of the
Warrant (such amount, the “Aggregate Exercise Price”) made in the form of cash, or by certified check, bank
draft or money order payable in lawful money of the United States of America or in the form of a Cashless Exercise to the extent
permitted in Section 1(b)(ii) below.


 




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(ii)         At
any time, the Holder may, in its sole discretion, exercise all or any part of the Warrant in a “cashless” or “net-issue”
exercise (a “Cashless Exercise”) by delivering to the Company (1) the Notice of Exercise and (2) the original
Warrant, pursuant to which the Holder shall surrender the right to receive upon exercise of this Warrant, a number of Warrant Shares
having a value (as determined below) equal to the Aggregate Exercise Price, in which case, the number of Warrant Shares to be issued
to the Holder upon such exercise shall be calculated using the following formula:


 


	X	=	Y * (A - B)
	 	 	A


 


	with:	X =	the number of Warrant Shares to be issued to the Holder
	 	 	 
	 	Y =	the number of Warrant Shares with respect to which the Warrant is being exercised
	 	 	 
	 	A =	the fair value per share of Common Stock on the date of exercise of this Warrant
	 	 	 
	 	B =	the then-current Exercise Price of the Warrant


 


Solely for the purposes
of this paragraph, “fair value” per share of Common Stock shall mean the average Closing Price (as defined below)
per share of Common Stock for the twenty (20) trading days immediately preceding the date on which the Notice of Exercise is deemed
to have been sent to the Company. “Closing Price” means, for any date, the price determined by the first of
the following clauses that applies:  (a) if the Common Stock is then listed or quoted on the New York Stock Exchange,
the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market or any other national securities
exchange, the closing price per share of the Common Stock for such date (or the nearest preceding date) on the primary eligible
market or exchange on which the Common Stock is then listed or quoted; (b) if prices for the Common Stock are then quoted on the
OTC Bulletin Board or any tier of the OTC Markets, the closing bid price per share of the Common Stock for such date (or the nearest
preceding date) so quoted; or (c) if prices for the Common Stock are then reported in the “Pink Sheets” published by
the National Quotation Bureau Incorporated (or a similar organization or agency succeeding to its functions of reporting prices),
the most recent closing bid price per share of the Common Stock so reported. If the Common Stock is not publicly traded as set
forth above, the “fair value” per share of Common Stock shall be reasonably and in good faith determined by the Board
of Directors of the Company as of the date which the Notice of Exercise is deemed to have been sent to the Company.


 




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Notwithstanding the foregoing
provisions of this Section 1(b)(ii), the Holder may not make a Cashless Exercise if and to the extent that such exercise would
require the Company to issue a number of shares of Common Stock in excess of its authorized but unissued shares of Common Stock,
less all amounts of Common Stock that have been reserved for issue upon the conversion of all outstanding securities convertible
into shares of Common Stock and the exercise of all outstanding options, warrants and other rights exercisable for shares of Common
Stock. If the Company does not have the requisite number of authorized but unissued shares of Common Stock to permit the Holder
to make a Cashless Exercise, the Company shall use commercially reasonable efforts to obtain the necessary stockholder consent
to increase the authorized number of shares of Common Stock to permit such Holder to make a Cashless Exercise pursuant to this
Section 1(b)(ii).


 


(iii) Upon
the exercise of this Warrant in compliance with the provisions of this Section 1(b), and except as limited pursuant to the last
paragraph of Section 1(b)(ii), the Company shall promptly issue and cause to be delivered to the Holder a certificate for the Warrant
Shares purchased by the Holder. Each exercise of this Warrant shall be effective immediately prior to the close of business on
the date (the “Date of Exercise”) that the conditions set forth in Section 1(b) have been satisfied, as the
case may be. On the first Business Day following the date on which the Company has received each of the Notice of Exercise and
the Aggregate Exercise Price (or notice of a Cashless Exercise in accordance with Section 1(b)(ii)) (the “Exercise Delivery
Documents”), the Company shall transmit an acknowledgment of receipt of the Exercise Delivery Documents to the Company’s
transfer agent (the “Transfer Agent”) (it being understood that the term Transfer Agent shall be deemed to include
the Secretary or other officer of the Company, if the Company does not have a Transfer Agent at the time of any exercise of this
Warrant). On or before the third Business Day following the date on which the Company has received all of the Exercise Delivery
Documents (the “Share Delivery Date”), the Company shall (X) provided that the Transfer Agent is participating
in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the
Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the
Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system, or (Y)
if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight
courier to the address as specified in the Notice of Exercise, a certificate, registered in the Company’s share register
in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to
such exercise. Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have
become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date
of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise pursuant
to Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the actual
number of Warrant Shares being acquired upon such an exercise, then the Company shall as soon as practicable and in no event
later than three (3) Business Days after any exercise and at its own expense, issue a new Warrant of like tenor representing the
right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number
of Warrant Shares with respect to which this Warrant is exercised.


 




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(iv) If
the Company shall fail for any reason or for no reason to issue to the Holder, within three (3) Business Days of receipt of the
Exercise Delivery Documents, a certificate for the number of shares of Common Stock to which the Holder is entitled and register
such shares of Common Stock on the Company’s share register or to credit the Holder’s balance account with DTC for
such number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise of this Warrant, and if
on or after such Business Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver
in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving
from the Company (a “Buy-In”), then the Company shall, (A) pay in cash to the Holder the amount, if any, by
which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased
(the “Buy-In Amount”) plus the amount paid by the Holder to the Company as the exercise price for the Warrant
Shares exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver
to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase
obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number
of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would
have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder
purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares
of Common Stock, and paid the Company $5,000 as the exercise price, the Holder’s cash outlay would be a total of $16,000;
and if the aggregate sales price of the shares giving rise to such Buy-In obligation was $10,000, under clause (A) of the immediately
preceding sentence the Company shall be required to pay the Holder $6,000. The Holder shall provide the Company written notice
indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount
of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law
or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s
failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to
the terms hereof.


 


(c)          Partial
Exercise. This Warrant shall be exercisable, either in its entirety or, from time to time, for part only of the number of Warrant
Shares referenced by this Warrant. If this Warrant is exercised in part, the Company shall issue, at its expense, a new Warrant,
in substantially the form of this Warrant, referencing such reduced number of Warrant Shares that remain subject to this Warrant.


 




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(d)          Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the
Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and, provided the Company is then
subject to the reporting obligations of the Exchange Act, resolve such dispute in accordance with Section 15.


 


2.          ISSUANCE
OF WARRANT SHARES


 


(a)          The
Company covenants that all Warrant Shares will, upon issuance in accordance with the terms of this Warrant, be (i) duly authorized,
fully paid and non-assessable, and (ii) free from all liens, charges and security interests, with the exception of claims arising
through the acts or omissions of any Holder and except as arising from applicable Federal and state securities laws.


 


(b)          The
Company shall register this Warrant upon records to be maintained by the Company for that purpose in the name of the record holder
of such Warrant from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner thereof
for the purpose of any exercise thereof, any distribution to the Holder thereof and for all other purposes.


 


(c)          The
Company will not, by amendment of its certificate of incorporation, by-laws or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist
in the carrying out of all the provisions of this Warrant and in the taking of all action necessary or appropriate in order to
protect the rights of the Holder to exercise this Warrant, or against impairment of such rights.


 


3.          ADJUSTMENTS
OF EXERCISE PRICE, NUMBER AND TYPE OF WARRANT SHARES


 


(a)          The
Exercise Price and the number of shares purchasable upon the exercise of this Warrant shall be subject to adjustment from time
to time upon the occurrence of certain events described in this Section 3(a); provided, that notwithstanding the provisions
of this Section 3, the Company shall not be required to make any adjustment if and to the extent that such adjustment would require
the Company to issue a number of shares of Common Stock in excess of its authorized but unissued shares of Common Stock, less all
amounts of Common Stock that have been reserved for issue upon the conversion of all outstanding securities convertible into shares
of Common Stock and the exercise of all outstanding options, warrants and other rights exercisable for shares of Common Stock.
If the Company does not have the requisite number of authorized but unissued shares of Common Stock to make any adjustment, the
Company shall use its commercially best efforts to obtain the necessary stockholder consent to increase the authorized number of
shares of Common Stock to make such an adjustment pursuant to this Section 3(a).


 




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(i)  Subdivision
or Combination of Stock. In case the Company shall at any time subdivide (whether by way of stock dividend, stock split or
otherwise) its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior
to such subdivision shall be proportionately reduced and the number of Warrant Shares shall be proportionately increased, and conversely,
in case the outstanding shares of Common Stock of the Company shall be combined (whether by way of stock combination, reverse stock
split or otherwise) into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall be
proportionately increased and the number of Warrant Shares shall be proportionately decreased. The Exercise Price and the Warrant
Shares, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described in
this Section 3(a)(i).


 


(ii)  Dividends
in Stock, Property, Reclassification. If at any time, or from time to time, all of the holders of Common Stock (or any shares
of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received or become entitled to
receive, without payment therefore:


 


(A)         any
shares of stock or other securities that are at any time directly or indirectly convertible into or exchangeable for Common Stock,
or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution,
or


 


(B)         additional
stock or other securities or property (including cash) by way of spin-off, split-up, reclassification, combination of shares or
similar corporate rearrangement (other than shares of Common Stock issued as a stock split or adjustments in respect of which shall
be covered by the terms of Section 3(a)(i) above),


 


then and in each such case, the Exercise Price
and the number of Warrant Shares to be obtained upon exercise of this Warrant shall be adjusted proportionately, and the Holder
hereof shall, upon the exercise of this Warrant, be entitled to receive, in addition to the number of shares of Common Stock receivable
thereupon, and without payment of any additional consideration therefor, the amount of stock and other securities and property
(including cash in the cases referred to above) that such Holder would hold on the date of such exercise had such Holder been the
holder of record of such Common Stock as of the date on which holders of Common Stock received or became entitled to receive such
shares or all other additional stock and other securities and property. The Exercise Price and the Warrant Shares, as so adjusted,
shall be readjusted in the same manner upon the happening of any successive event or events described in this Section 3(a)(ii).


 




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(iii)  Reorganization,
Reclassification, Consolidation, Merger or Sale. If any recapitalization, reclassification or reorganization of the capital
stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially
all of its assets or other transaction shall be effected in such a way that holders of Common Stock shall be entitled to receive
stock, securities, or other assets or property (an “Organic Change”), then, as a condition of such Organic Change,
lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase
and receive (in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the
exercise of the rights represented by this Warrant) such shares of stock, securities or other assets or property as may be issued
or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares
of such stock immediately theretofore purchasable and receivable assuming the full exercise of the rights represented by this Warrant.
In the event of any Organic Change, appropriate provision shall be made by the Company with respect to the rights and interests
of the Holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments
of the Exercise Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter
be applicable, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company
will not effect any such consolidation, merger or sale unless, prior to the consummation thereof, the successor corporation (if
other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written
instrument reasonably satisfactory in form and substance to the Holder executed and mailed or delivered to the registered Holder
hereof at the last address of such Holder appearing on the books of the Company, the obligation to deliver to such Holder such
shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase.
If there is an Organic Change, then the Company shall cause to be mailed to the Holder
at its last address as it shall appear on the books and records of the Company, at least 10 calendar days before the effective
date of the Organic Change, a notice stating the date on which such Organic Change is expected to become effective or close, and
the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares for securities,
cash, or other property delivered upon such Organic Change; provided, that the failure to mail such notice or any defect therein
or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder
is entitled to exercise this Warrant during the 10-day period commencing on the date of such notice to the effective date of the
event triggering such notice. In any event, the successor corporation (if other than the Company) resulting from such consolidation
or merger or the corporation purchasing such assets shall be deemed to assume such obligation to deliver to such Holder such shares
of stock, securities or assets even in the absence of a written instrument assuming such obligation to the extent such assumption
occurs by operation of law.


 




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(b)          Certificate
as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to this Section 3, the Company at its expense
shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each Holder of this Warrant
a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment
is based. The Company shall promptly furnish or cause to be furnished to such Holder a like certificate setting forth: (i) such
adjustments and readjustments; and (ii) the number of shares and the amount, if any, of other property which at the time would
be received upon the exercise of the Warrant.


 


(c)          Certain
Events. If any event occurs as to which the other provisions of this Section 3 are not strictly applicable but the lack of
any adjustment would not fairly protect the purchase rights of the Holder under this Warrant in accordance with the basic intent
and principles of such provisions, or if strictly applicable would not fairly protect the purchase rights of the Holder under this
Warrant in accordance with the basic intent and principles of such provisions, then the Company's Board of Directors will, in good
faith, make an appropriate adjustment to protect the rights of the Holder; provided, that no such adjustment pursuant to
this Section 3(c) will increase the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant to
this Section 3.


 


4.          TRANSFERS
AND EXCHANGES OF WARRANT AND WARRANT SHARES


 


(a)          Registration
of Transfers and Exchanges. Subject to Section 4(c), upon the Holder’s surrender of this Warrant, with a duly executed
copy of the Form of Assignment attached as Exhibit B, to the Secretary of the Company at its principal offices or at such
other office or agency as the Company may specify in writing to the Holder, the Company shall register the transfer of all or any
portion of this Warrant. Upon such registration of transfer, the Company shall issue a new Warrant, in substantially the form of
this Warrant, evidencing the acquisition rights transferred to the transferee and a new Warrant, in similar form, evidencing the
remaining acquisition rights not transferred, to the Holder requesting the transfer.


 


(b)          Warrant
Exchangeable for Different Denominations. The Holder may exchange this Warrant for a new Warrant or Warrants, in substantially
the form of this Warrant, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased
hereunder, each of such new Warrants to be dated the date of such exchange and to represent the right to purchase such number of
Warrant Shares as shall be designated by the Holder. The Holder shall surrender this Warrant with duly executed instructions regarding
such re-certification of this Warrant to the Secretary of the Company at its principal offices or at such other office or agency
as the Company may specify in writing to the Holder.


 




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(c)          Restrictions
on Transfers. This Warrant may not be transferred at any time without (i) registration under the Securities Act or (ii) an
exemption from such registration and a written opinion of legal counsel addressed to the Company that the proposed transfer of
the Warrant may be effected without registration under the Securities Act, which opinion will be in form and from counsel reasonably
satisfactory to the Company.


 


(d)          Permitted
Transfers and Assignments. Notwithstanding any provision to the contrary in this Section 4, the Holder may transfer, with or
without consideration, this Warrant or any of the Warrant Shares (or a portion thereof) to the Holder’s Affiliates (as such
term is defined under Rule 144 of the Securities Act) without obtaining the opinion from counsel that may be required by Section
4(c)(ii), provided, that the Holder delivers to the Company and its counsel certification, documentation, and other assurances
reasonably required by the Company’s counsel to enable the Company’s counsel to render an opinion to the Company’s
Transfer Agent that such transfer does not violate applicable securities laws.


 


(e)          Permitted
Designees. Notwithstanding anything contained herein, the Company shall, upon written instructions from the Holder to be delivered
to the Company within ninety (90) calendar days following the date of the issuance of this Replacement Selling Agent Warrant, transfer
all or a portion of this Warrant to officers, directors, employees and other associated persons of the Holder and other registered
dealers, agents and finders (collectively, “Permitted Designees”). Such transfer shall be effective upon delivery of
this Warrant and the form of assignment attached hereto as Exhibit B, accompanied by an (i) investment letter in form and substance
satisfactory to the Company and (ii) such other assurances reasonably required by the Company to ensure that such transfer does
not violate applicable securities laws.


 


5.          MUTILATED
OR MISSING WARRANT CERTIFICATE


 


If this Warrant is mutilated,
lost, stolen or destroyed, upon request by the Holder, the Company will, at its expense, issue, in exchange for and upon cancellation
of the mutilated Warrant, or in substitution for the lost, stolen or destroyed Warrant, a new Warrant, in substantially the form
of this Warrant, representing the right to acquire the equivalent number of Warrant Shares; provided, that, as a prerequisite
to the issuance of a substitute Warrant, the Company may require satisfactory evidence of loss, theft or destruction as well as
an indemnity from the Holder of a lost, stolen or destroyed Warrant.


 




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6.          PAYMENT
OF TAXES


 


The Company will pay all
transfer and stock issuance taxes attributable to the preparation, issuance and delivery of this Warrant and the Warrant Shares
(and Replacement Selling Agent Warrant) including, without limitation, all documentary and stamp taxes; provided, however,
that the Company shall not be required to pay any tax in respect of the transfer of this Warrant, or the issuance or delivery of
certificates for Warrant Shares or other securities in respect of the Warrant Shares to any person or entity other than to the
Holder.


 


7.          FRACTIONAL
WARRANT SHARES


 


No fractional Warrant Shares
shall be issued upon exercise of this Warrant. The Company, in lieu of issuing any fractional Warrant Share, shall round up the
number of Warrant Shares issuable to nearest whole share.


 


8.          NO
STOCK RIGHTS AND LEGEND


 


No holder of this Warrant,
as such, shall be entitled to vote or be deemed the holder of any other securities of the Company that may at any time be issuable
on the exercise hereof, nor shall anything contained herein be construed to confer upon the holder of this Warrant, as such, the
rights of a stockholder of the Company or the right to vote for the election of directors or upon any matter submitted to stockholders
at any meeting thereof, or give or withhold consent to any corporate action or to receive notice of meetings or other actions affecting
stockholders (except as provided herein), or to receive dividends or subscription rights or otherwise (except as provide herein).


 


Each certificate for Warrant
Shares initially issued upon the exercise of this Warrant, and each certificate for Warrant Shares issued to any subsequent transferee
of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the following form:


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE
SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED
UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR
(2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES,
WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED
OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES
LAWS.”


 




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9.          REGISTRATION
UNDER THE SECURITIES ACT OF 1933


 


In connection with any
Organic Change in which the Company is not the surviving corporation, the Company shall cause the surviving corporation to provide
registration rights with respect to the resale of the Warrant Shares (or the warrant shares issuable upon the exercise of the warrant
that is exchanged for this Warrant at the time of the closing of such Organic Change) under the Securities Act which are equal
to any registration rights that are granted to any purchasers of securities that are sold at the time of the Organic Change. 


 


10.         NOTICES


 


All notices, consents,
waivers, and other communications under this Warrant must be in writing and will be deemed given to a party when (a) delivered
to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (b) sent by facsimile
or e-mail with confirmation of transmission by the transmitting equipment; (c) received or rejected by the addressee, if sent by
certified mail, return receipt requested, if to the registered Holder hereof; or (d) seven days after the placement of the notice
into the mails (first class postage prepaid), to the Holder at the address, facsimile number, or e-mail address furnished by the
registered Holder to the Company in accordance with the Subscription Agreement by and between the Company and the Holder, or if
to the Company, to it at 1545 Route 206 South, Suite 302, Bedminster, NJ 07921, Attention: Roelof Rongen, Chief Executive Officer
(or to such other address, facsimile number, or e-mail address as the Holder or the Company as a party may designate by notice
the other party).


 


11.         SEVERABILITY


 


If a court of competent
jurisdiction holds any provision of this Warrant invalid or unenforceable, the other provisions of this Warrant will remain in
full force and effect. Any provision of this Warrant held invalid or unenforceable only in part or degree will remain in full force
and effect to the extent not held invalid or unenforceable.


 


12.         BINDING
EFFECT


 


This Warrant shall be binding
upon and inure to the sole and exclusive benefit of the Company, its successors and assigns, the registered Holder or Holders from
time to time of this Warrant and the Warrant Shares.


 




    	12



    	 	 	 



    

  


13.         SURVIVAL
OF RIGHTS AND DUTIES


 


This Warrant shall terminate
and be of no further force and effect on the earlier of 5:00 P.M., Eastern Time, on the Expiration Date or the date on which this
Warrant has been exercised in full.


 


14.         GOVERNING
LAW


 


This Warrant will be governed
by and construed under the laws of the State of New York without regard to conflicts of laws principles that would require the
application of any other law.


 


15.         DISPUTE
RESOLUTION


 


In the case of a dispute
as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall submit the
disputed determinations or arithmetic calculations via facsimile within two Business Days of receipt of the Notice of Exercise
giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree upon such determination
or calculation of the Exercise Price or the Warrant Shares within three Business Days of such disputed determination or arithmetic
calculation being submitted to the Holder, and provided that the Company is then subject to the reporting obligations of the Exchange
Act, then the Company shall, within two Business Days, submit via facsimile (a) the disputed determination of the Exercise Price
to an independent, reputable investment bank selected by the Company and approved by the Holder or (b) the disputed arithmetic
calculation of the Warrant Shares to the Company’s independent, outside accountant. The Company shall cause at its expense
the investment bank or the accountant, as the case may be, to perform the determinations or calculations and notify the Company
and the Holder of the results no later than ten (10) Business Days from the time it receives the disputed determinations or calculations.
Such investment bank’s or accountant’s determination or calculation, as the case may be, shall be binding upon all
parties absent demonstrable error.


 


16.         NOTICES
OF RECORD DATE


 


Upon (a) any establishment
by the Company of a record date of the holders of any class of securities for the purpose of determining the holders thereof who
are entitled to receive any dividend or other distribution, or right or option to acquire securities of the Company, or any other
right, or (b) any capital reorganization, reclassification, recapitalization, merger or consolidation of the Company with or into
any other corporation, any transfer of all or substantially all the assets of the Company, or any voluntary or involuntary dissolution,
liquidation or winding up of the Company, or the sale, in a single transaction, of a majority of the Company’s voting stock
(whether newly issued, or from treasury, or previously issued and then outstanding, or any combination thereof), the Company shall
mail to the Holder at least ten (10) Business Days, or such longer period as may be required by law, prior to the record date specified
therein, a notice specifying (i) the date established as the record date for the purpose of such dividend, distribution, option
or right and a description of such dividend, option or right, (ii) the date on which any such reorganization, reclassification,
transfer, consolidation, merger, dissolution, liquidation or winding up, or sale is expected to become effective and (iii) the
date, if any, fixed as to when the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock
for securities or other property deliverable upon such reorganization, reclassification, transfer, consolation, merger, dissolution,
liquidation or winding up.


 




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17.         RESERVATION
OF SHARES


 


The Company shall reserve
and keep available out of its authorized but unissued shares of Common Stock for issuance upon the exercise of this Warrant, free
from pre-emptive rights, such number of shares of Common Stock for which this Warrant shall from time to time be exercisable. The
Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein
without violation of any applicable law or regulation. Without limiting the generality of the foregoing, the Company covenants
that it will use commercially reasonable efforts to take all such action as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents, including but not limited to consents from the Company’s
stockholders or Board of Directors or any public regulatory body, as may be necessary to enable the Company to perform its obligations
under this Warrant.


 


18.         NO
THIRD PARTY RIGHTS


 


This Warrant is not intended,
and will not be construed, to create any rights in any parties other than the Company and the Holder, and no person or entity may
assert any rights as third-party beneficiary hereunder.


 


[SIGNATURE PAGE FOLLOWS]


 




    	14



    	 	 	 



    

  


IN WITNESS WHEREOF, the
Company has caused this Warrant to be duly executed as of the date first set forth above.


 


	 	MATINAS BIOPHARMA HOLDINGS, INC.
	 	 
	 	By:	 
	 	Name:	Roel Rongen
	 	Title:	Chief Executive Officer


 




    	15



    	 	 	 



    

 


EXHIBIT A


 


NOTICE OF EXERCISE


 


(To be executed by the Holder of Warrant if
such Holder desires to exercise Warrant)


 


To Matinas BioPharma Holdings, Inc.:


 


The undersigned hereby
irrevocably elects to exercise this Warrant and to purchase thereunder, ___________________ full shares of Matinas BioPharma Holdings,
Inc. Common Stock issuable upon exercise of the Warrant and delivery of:


 


(1)         $_________
(in cash as provided for in the foregoing Warrant) and any applicable taxes payable by the undersigned pursuant to such Warrant;
and


 


(2)         a
Warrant for __________ shares of Common Stock (pursuant to a Cashless Exercise in accordance with Section 1(b)(ii) of the Warrant)
(check here if the undersigned desires to deliver a Warrant for an unspecified number of shares equal to the number sufficient
to effect a Cashless Exercise [___]).


 


    The undersigned requests
that certificates for such shares be issued in the name of:


 


_________________________________________


(Please print name, address and social security
or federal employer






identification number (if applicable))


 


_________________________________________


 


_________________________________________


 


     If the shares issuable
upon this exercise of the Warrant are not all of the Warrant Shares which the Holder is entitled to acquire upon the exercise of
the Warrant, the undersigned requests that a new Warrant evidencing the rights not so exercised be issued in the name of and delivered
to:


 


_________________________________________


(Please print name, address and social security
or federal employer


identification number (if applicable))


 


_________________________________________


 


_________________________________________


 


Name of Holder (print): ________________________


(Signature): ___________________________________


(By:) _________________________________________


(Title:) ________________________________________


Dated: ________________________________________


 




    	16



    	 	 	 



    

  


EXHIBIT B


 


FORM OF ASSIGNMENT


 


FOR VALUE RECEIVED, ___________________________________
hereby sells, assigns and transfers to each assignee set forth below all of the rights of the undersigned under the Warrant (as
defined in and evidenced by the attached Warrant) to acquire the number of Warrant Shares set opposite the name of such assignee
below and in and to the foregoing Warrant with respect to said acquisition rights and the shares issuable upon exercise of the
Warrant:


  


	Name of Assignee	 	Address	 	Number of Shares
	
         


	 	 	 	 
	

 
	 	 	 	 
	

 
	 	 	 	 
	

 
	 	 	 	 


 


If the total of the Warrant
Shares are not all of the Warrant Shares evidenced by the foregoing Warrant, the undersigned requests that a new Warrant evidencing
the right to acquire the Warrant Shares not so assigned be issued in the name of and delivered to the undersigned.


 


Name of Holder (print): ________________________


(Signature): ___________________________________


(By:) _________________________________________


(Title:) ________________________________________


Dated: ________________________________________