Form 8-K

8-K — Matinas BioPharma Holdings, Inc.

Accession: 0001493152-26-032938

Filed: 2026-07-13

Period: 2026-07-10

CIK: 0001582554

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

Item: Changes in Control of Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-2.1 (ex2-1.htm)

EX-2.2 (ex2-2.htm)

EX-3.1 (ex3-1.htm)

EX-4.1 (ex4-1.htm)

EX-4.2 (ex4-2.htm)

EX-4.3 (ex4-3.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-10.4 (ex10-4.htm)

EX-10.5 (ex10-5.htm)

EX-10.6 (ex10-6.htm)

EX-99.1 (ex99-1.htm)

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8-K

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of

The

Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): July 10, 2026

MATINAS

BIOPHARMA HOLDINGS, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-38022

46-3011414

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

ID Number)

1545

Route 206 South, Suite 302

Bedminster,

New Jersey

07921

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (908) 484-8805

Not

Applicable

(Former

name or former address, if changed since last report.)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☒

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of Each Class

Trading

Symbol

Name

of Each Exchange on Which Registered

Common Stock

MTNB

NYSE American

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry into a Material Definitive Agreement.

Business

Combination Agreement

July 10, 2026, Matinas BioPharma Holdings, Inc. (the “Company”), GH Power Inc., a corporation organized under the

laws of Ontario (“GH Power”), 1001550000 Ontario Inc., a corporation organized under the laws of Ontario (“Pubco”),

1001550002 Ontario Inc., a corporation organized under the laws of Ontario and a wholly owned subsidiary of Pubco (“GH Power Merger

Sub”) and MBH Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Pubco (“Matinas Merger Sub”),

entered into a Business Combination Agreement (the “BCA”) pursuant to which, subject to the terms and conditions contained

in the BCA, (i) GH Power Merger Sub and GH Power will amalgamate to form one corporate entity and wholly owned subsidiary of Pubco by

way of a plan of arrangement (the “Plan of Arrangement”) under the Business Corporations Act (Ontario) (the “Amalgamation”)

and (ii) immediately following the effectiveness of the Amalgamation, Matinas Merger Sub will merge with and into the Company (the “Company

Merger” and together with the Amalgamation, the “Business Combination”), with the Company surviving the Company Merger

as a direct wholly owned subsidiary of Pubco. The Business Combination is expected to be completed in the fourth quarter of 2026.

Subject

to the terms and conditions of the BCA and the Plan of Arrangement, at the effective time of the Plan of Arrangement (the “Arrangement

Effective Time”), (i) each common share, without par value, of GH Power (“GH Power Common Share”) issued and outstanding

immediately prior to the Arrangement Effective Time will be automatically exchanged for the common shares, without par value, of Pubco

(“Pubco Common Shares”) based on the GH Power Exchange Ratio (as defined in the Plan of Arrangement), (ii) each preferred

share, without par value, of GH Power issued and outstanding immediately prior to the Arrangement Effective Time will be automatically

exchanged for Pubco Common Shares based on the GH Power Exchange Ratio on an as-converted to GH Power Common Share basis and (iii) each

GH Power Option and GH Power Warrant issued and outstanding immediately prior to the Arrangement Effective Time will be assumed by Pubco

and converted into a Converted Option and Converted Warrant, respectively (each as defined in the Plan of Arrangement).

Subject

to the terms and conditions of the BCA, at the effective time of the Company Merger (the “Effective Time”), (i) each share

of common stock, par value $0.0001 per share, of the Company (“Common Stock”) issued and outstanding immediately prior to

the Effective Time shall automatically be converted into the right to receive one-tenth (0.1) of a Pubco Common Share (the “Per

Share Matinas Merger Consideration”), (ii) each share of preferred stock, par value $0.0001 per share, of the Company issued and

outstanding immediately prior to the Effective Time (including the Preferred Stock (as defined below)) shall automatically, in accordance

with the applicable certificate of designation, be converted into the right to receive the Per Share Matinas Merger Consideration

on an as-converted to Common Stock basis, (iii) each outstanding option to purchase a share of Common Stock (each, a “Company Stock

Option”) issued and outstanding immediately prior to the Effective Time will be assumed by Pubco and shall be automatically converted

into a Substituted Option (as defined in the BCA), with each Substituted Option representing the right to purchase that number of shares

of Pubco Common Shares equal to the Per Share Matinas Merger Consideration underlying such Company Stock Option immediately prior to

the Effective Time with a per-share exercise price equal to the exercise price per share of Common Stock subject to such Company Stock

Option immediately prior to the Effective Time divided by 0.1, subject to adjustment as set forth in the BCA, and (iv) each outstanding

warrant to purchase shares of Common Stock (“Company Warrant”) issued and outstanding immediately prior to the Effective

Time will (a) be assumed by Pubco and shall be automatically converted into an Assumed Warrant (as defined in the BCA), with each share

of Common Stock the holder of such Company Warrant would have received had such Company Warrant been exercised in full (on a cashless

or non-cashless basis, as permitted by the terms of such Company Warrant) in accordance with its terms immediately prior to the Effective

Time, entitling such holder to the Per Share Matinas Merger Consideration with a per-share exercise price equal to the exercise price

per share of Common Stock subject to such warrant immediately prior to the Effective Time divided by 0.1, or (b) entitle the holder of

such Company Warrant to such other consideration that such holder is entitled to receive pursuant to the terms of such holder’s

Company Warrant.

former financial advisor to the Company is entitled to receive, in connection with the closing of the Business Combination (the “Closing”

and the date of the Closing, the “Closing Date”), (i) a cash fee equal to $2.0 million and (ii) $2.0 million of Pubco Common

Shares (the “Advisor Issuance”), calculated based on the average of the closing prices of the Common Stock on the NYSE for

the ten trading days ending one trading day prior to the Closing Date.

Under

the GH Power Exchange Ratio formula, upon the Closing, on a pro forma basis and based upon the number of Pubco Common Shares expected

to be issued in connection with the Business Combination, but prior to giving effect to the Advisor Issuance and any PIPE Financing (as

defined below), current equityholders of the Company (including the investors in the Matinas PIPE and the Warrant Inducement (each as

defined below)) are expected to own approximately 9% of the outstanding Pubco Common Shares and GH Power equityholders are expected to

own approximately 91% of the outstanding Pubco Common Shares, in each case calculated on a fully diluted basis using the treasury stock

method and subject to certain assumptions, including (i) a valuation for the Company of $24,725,274.73, (ii) a valuation for GH Power

of $250,000,000.00 and (iii) the relative capitalization of the Company and GH Power. The percentage of the combined company that each

party’s equityholders will own following the Closing is subject to certain adjustments as described in the BCA and Plan of Arrangement,

including dollar-for-dollar upward adjustments to the Company’s valuation and GH Power’s valuation for any capital raised

by the Company or GH Power, respectively, from the date of the BCA through the Effective Time or Arrangement Effective Time, as applicable

(including any PIPE Financing).

Each

of the parties has agreed to customary representations, warranties and covenants in the BCA, including, among others, covenants relating

to (i) obtaining the requisite approval of its respective stockholders and (ii) the conduct of its respective business during the period

between the signing of the BCA and the consummation of the transactions contemplated thereby (such period, the “Interim Period”).

In addition, the Company and Pubco agreed to prepare and file a proxy statement/prospectus included in the registration statement on

Form F-4 (the “F-4 Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”), which

will contain a proxy statement of the Company (the “Proxy Statement”) for the purpose of soliciting proxies from the Company’s

stockholders at a special meeting of its stockholders (the “Special Stockholder Meeting”) to (1) obtain the Required Matinas

Stockholder Approval (as defined in the BCA), including the Company’s Board of Directors’ (the “Board”)

recommendation that the stockholders vote “FOR” the BCA and transactions contemplated thereby (the “Company Board Recommendation”),

(2) approve the Stock Sale (as defined below), if deemed necessary, (3) approve any adjournment of the Special Stockholder Meeting, if

necessary or desirable, and (4) approve any other proposals the parties deem necessary to effectuate the transactions contemplated by

the BCA (collectively, the “Stockholder Approval Matters”). The Company also expects to seek, through the proxy statement/prospectus

included in the F-4 Registration Statement, any stockholder approval required under the rules of the NYSE for the issuance of

securities in the Matinas PIPE and the Warrant Inducement. The Company also agreed that, prior to the Closing, it will be subject to

restrictions on soliciting or facilitating any Acquisition Proposal or Acquisition Inquiry (as each is defined in the BCA).

During

the Interim Period, the Company shall not, among other things, solicit, initiate or knowingly encourage, induce, discuss, negotiate or

facilitate the communication, making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry or take any action

that could reasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry, unless it is in response to an unsolicited

bona fide written Acquisition Proposal from a third party that the Board determines in good faith, after consultation with its

outside financial advisors and outside legal counsel, constitutes or is reasonably likely to result in a Superior Offer (as defined in

the BCA) and has determined in good faith, based on the advice of outside legal counsel, that the failure to take such actions would

reasonably be likely to be inconsistent with the Board’s fiduciary duties under applicable law; provided that the Company

shall notify GH Power within two (2) business days of the Company becoming aware of any such Acquisition Proposal or Acquisition Inquiry.

The

Board shall not, among other things, withdraw, qualify, modify, change or amend (or propose publicly to withdraw, qualify, modify,

change or amend) the Company Board Recommendation in a manner adverse to GH Power, Pubco, Matinas Merger Sub or GH Power Merger Sub or

fail to include the Company Board Recommendation in the Proxy Statement. However, the Board may make a Matinas Board Change in

Recommendation (as defined in the BCA) if (i) the Company notifies GH Power in writing, at least four (4) business days before making

a Matinas Board Change in Recommendation (the “Superior Offer Notice Period”), of its intention to do so, (ii) the notice

attaches the most current version of the proposed agreement for such Superior Offer and the identity of the person making it, (iii) during

the Superior Offer Notice Period, the Company causes its financial and legal advisors to negotiate in good faith with GH Power on adjustments

to the BCA so that the Acquisition Proposal ceases to constitute a Superior Offer, and (iv) following the Superior Offer Notice Period,

the Board determines in good faith, after consultation with its outside financial advisors and outside legal counsel, that the

Acquisition Proposal continues to constitute a Superior Offer.

The

Closing is subject to certain closing conditions, including, among other things, (i) completion of a financing by GH Power (the “PIPE

Financing”), including evidence that all cash from the PIPE Financing has been deposited with GH Power in accordance with the Subscription

Agreements (as defined in the BCA) and that such financing results in gross proceeds of at least $15.0 million, (ii) obtaining the Required

Matinas Stockholder Approval, (iii) obtaining the Required GH Power Shareholder Approval (as defined in the BCA), (iv) the effectiveness

of the F-4 Registration Statement, (v) obtaining the Interim Order (as defined in the BCA) and the Final Order (as defined in the BCA)

on terms consistent with the BCA, (vi) the listing of the Pubco Common Shares issuable in connection with the Business Combination on

the NYSE, (vii) the absence of any Law or Order (each as defined in the BCA) that makes the transactions illegal or otherwise prevents

or prohibits consummation, (viii) election or appointment of the Post-Closing Pubco Board (as defined in the BCA) and (ix) evidence reasonably

satisfactory to each of GH Power and the Company that Pubco qualifies as a foreign private issuer pursuant to Rule 3b-4 of the Exchange

Act of 1934, as amended (the “Exchange Act”) as of the Closing. Each party’s obligation to consummate the Business

Combination is also subject to other specified customary conditions, including conditions regarding the accuracy of the representations

and warranties of the other party, subject to the applicable materiality standard, and the performance in all material respects by the

other party of its obligations under the BCA required to be performed on or prior to the Closing.

The

BCA contains certain termination rights for both the Company and GH Power, at any time prior to the Closing, notwithstanding the receipt

of the Required Matinas Stockholder Approval, including, among other things, (i) by mutual written consent of the Company and GH Power,

(ii) by GH Power, if a Matinas Triggering Event (as defined in the BCA) occurs, (iii) by the Company (prior to the Required Matinas Stockholder

Approval), if the Company accepts a Superior Offer, the Company terminates the BCA and enters into a Permitted Alternative Agreement

(as defined in the BCA) with respect to such Superior Offer and the Company shall have paid the Company Termination Fee (as defined below)

to GH Power within two (2) days of such termination, (iv) by the Company or GH Power if the Closing shall not have occurred prior to

December 31, 2026 (the “Outside Date”), provided that the Outside Date may be extended by either party for up to sixty (60)

days in the event that a request for additional information has been made by a governmental authority or the SEC has not declared effective

the F-4 Registration Statement by the date that is sixty (60) days prior to the Outside Date, or (v) by the Company or GH Power if the

Required Matinas Stockholder Approval or Required GH Power Shareholder Approval shall fail to have been obtained. Upon termination of

the BCA under specified circumstances, the Company may be required to pay GH Power a termination fee of $1.0 million (the “Company

Termination Fee”) and up to $250,000 to reimburse GH Power for documented third-party expenses incurred in connection with the

BCA and the transactions contemplated thereby. In addition, upon termination of the BCA under specified circumstances, GH Power may be

required to pay the Company a termination fee of $1.0 million and up to $500,000 to reimburse the Company for documented third-party

expenses incurred in connection with the BCA and the transactions contemplated thereby.

Following

the Closing, (1) the board of directors of Pubco will initially be comprised of five individuals, one of whom will be designated

by the Company prior to the Closing, and four of whom will be designated by GH Power prior to the Closing, and (2) the chief executive

officer and chief financial officer of Pubco are expected to be the same individuals serving in those roles at GH Power immediately prior

to the Closing, unless GH Power designates other qualified individuals prior to the Closing.

a condition to the Closing, certain officers and directors of the Company and GH Power will enter into lock-up agreements pursuant to

which, subject to specified exceptions, they have agreed not to transfer any equity securities of Pubco for the period of time commencing

on the Closing Date and ending on the date that is the earlier of (i) one hundred eighty (180) days thereafter or (ii) ninety (90) days

after termination of such individual’s service with the Company.

The

foregoing description of the terms and conditions of the BCA and Plan of Arrangement is a summary only, is not intended to be complete

and is qualified in its entirety by reference to the Business Combination Agreement and Plan of Arrangement, which are attached to this

Current Report on Form 8-K as Exhibit 2.1 and are incorporated herein by reference in their entirety.

The

BCA has been attached as an exhibit to provide investors and stockholders with information regarding its terms. The representations and

warranties of the parties contained in the BCA have been made solely for the benefit of the parties to the BCA. In addition, such representations

and warranties (a) have been made only for purposes of the BCA, (b) have been qualified by confidential disclosure schedules provided

in connection with the BCA, (c) are subject to materiality qualifications contained in the BCA that may differ from what may be viewed

as material by investors, (d) were made only as of the date of the BCA or such other date as is specified in the BCA and (e) have been

included in the BCA for the purpose of allocating risk among the parties rather than establishing matters as facts. Accordingly, the

BCA is included with this filing only to provide investors with information regarding the terms of the BCA, and not to provide investors

with any other factual information regarding the parties or their respective subsidiaries, affiliates or businesses. Investors and security

holders are not third-party beneficiaries under the BCA and should not rely on the representations and warranties or any descriptions

thereof as characterizations of the actual state of facts or condition of the parties or any of their respective subsidiaries, affiliates

or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of

the BCA, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Certain

Agreements Related to the Business Combination

Concurrently

with the execution and delivery of the BCA, and as a condition and inducement to the applicable parties’ willingness to enter into

the BCA, (i) certain directors, officers and stockholders of the Company (solely in their respective capacities as Company stockholders)

have entered into voting agreements with the Company and GH Power pursuant to which they have agreed, among other things, to vote all

of their Matinas securities in favor of the Stockholder Approval Matters (the “Company Voting Agreements”) and (ii) certain

officers, directors and shareholders of GH Power (solely in their respective capacities as GH Power shareholders) have entered into voting

agreements with the Company and GH Power pursuant to which they have agreed, among other things, to vote all of their GH Power securities

in favor of the BCA and the Plan of Arrangement (the “GH Power Voting Agreements”).

The

foregoing descriptions of the terms and conditions of the Company Voting Agreements and the GH Power Voting Agreements are summaries

only, are not intended to be complete and are qualified in their entirety by reference to the forms of such agreements, which are attached

to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference in their entirety.

Stock

Purchase Agreement

July 10, 2026, the Company and Azurity Pharmaceuticals, Inc., a Delaware corporation (“Azurity”), entered into a Stock

Purchase Agreement (the “SPA”) pursuant to which Azurity will purchase and acquire from the Company all of the issued and

outstanding equity interests (the “Stock Sale”) of Matinas BioPharma Nanotechnologies, Inc. (f/k/a Aquarius Biotechnologies

Inc.), a Delaware corporation and wholly owned subsidiary of the Company (“Matinas Nano”). As consideration for the Stock

Sale, Azurity agreed to pay to the Company cash consideration of up to $21,500,000, with $4,000,000 due to the Company at the closing

of the Stock Sale, subject to downward adjustment by the amount of Indebtedness (as defined in the SPA), and up to an additional $17,500,000

due upon the achievement of certain milestone events set forth in the SPA. The Company will also be eligible to receive a mid-single-digit

royalty on Net Sales (as defined in the SPA) and Licensing Proceeds (as defined in the SPA) generated on MAT2203 (as defined in the SPA).

Pursuant

to the terms of royalty rights certificates held by the former holders of the Company’s Series A Preferred Stock, the holders thereof

are entitled to receive, in the aggregate, 7.5% of the amounts the Company receives from Azurity in connection with the Stock Sale, including

the initial purchase price, milestone payments and royalty amounts described above.

The

SPA, the Stock Sale and the other transactions contemplated by the SPA have been unanimously approved by the Board. The SPA, the

Stock Sale and the other transactions contemplated by the SPA must also be approved by the Company’s stockholders as a condition

to the closing of the Stock Sale, and the Company expects to seek such approval at the Special Stockholder Meeting by means of the proxy

statement/prospectus included in the F-4 Registration Statement.

The

SPA contains customary representations, warranties, conditions and covenants, including covenants (i) concerning the conduct of Matinas

Nano’s business prior to the closing of the Stock Sale and (ii) prohibiting the Company, Matinas Nano and their respective representatives

from soliciting, initiating or knowingly encouraging, inducing, discussing, negotiating or facilitating any Acquisition Proposal or Acquisition

Inquiry (each as defined in the SPA), subject to certain limited exceptions. In addition, the Company and Azurity have agreed to use

commercially reasonable efforts to consummate the Stock Sale and the other transactions contemplated by the SPA.

Each

party’s obligation to consummate the Stock Sale is subject to certain closing conditions, including, among other things, the accuracy

of the other party’s representations and warranties as of the closing, subject, in certain instances, to certain materiality and

other thresholds, the performance by the other party of its obligations and covenants under the SPA in all material respects, obtaining

the requisite vote from the Company’s stockholders, the delivery of certain related ancillary documents by the other party and

the absence of any injunction or other legal prohibitions preventing consummation of the Stock Sale. In addition, the Company’s

obligation to consummate the Stock Sale is conditioned upon the satisfaction of all conditions to the closing of the transactions contemplated

by the BCA (other than those conditions which, by their terms, are to be satisfied or waived at the closing, but subject to the satisfaction

or waiver of such conditions). The Company and Azurity have also agreed to indemnify each other from and against losses due to breaches

of their respective representations, warranties and covenants contained in the SPA and certain other liabilities, with recovery for such

losses subject to certain specified limitations set forth in the SPA.

The

SPA contains certain customary termination rights in favor of each of the Company and Azurity, including Azurity’s right to terminate

the SPA if (a) the Board shall have made a Seller Board Change in Recommendation (as defined in the SPA); (b) the Board

or any committee thereof shall have publicly approved, endorsed or recommended any Acquisition Proposal (as defined in the SPA); or (c)

the Company shall have entered into any letter of intent or similar document or any contract relating to any Acquisition Proposal (as

defined in the SPA). In addition, the SPA may be terminated by either party if the closing of the Stock Sale has not occurred by December

31, 2026, subject to extension in certain specified circumstances. In connection with a termination of the SPA under specified circumstances,

the Company will be required to pay Azurity a termination fee equal to $400,000.

The

foregoing description of the SPA is a summary only, is not intended to be complete and is qualified in its entirety by reference to the

SPA, which is attached to this Current Report on Form 8-K as Exhibit 2.2 and is incorporated herein by reference in its entirety.

The

SPA has been attached as an exhibit to provide investors and stockholders with information regarding its terms. The representations and

warranties of the Company and Azurity contained in the SPA have been made solely for the benefit of the parties to the SPA. In addition,

such representations and warranties (a) have been made only for purposes of the SPA, (b) have been qualified by confidential disclosures

made in connection with the SPA, (c) are subject to materiality qualifications contained in the SPA that may differ from what may be

viewed as material by investors, (d) were made only as of the date of the SPA or such other date as is specified in the SPA and (e) have

been included in the SPA for the purpose of allocating risk between the Company and Azurity rather than establishing matters as facts.

Accordingly, the SPA is included with this filing only to provide investors with information regarding the terms of the SPA, and not

to provide investors with any other factual information regarding the Company or Azurity or their respective subsidiaries, affiliates

or businesses. Investors and security holders are not third-party beneficiaries under the SPA and should not rely on the representations

and warranties or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or Azurity or

any of their respective subsidiaries, affiliates or businesses. Moreover, information concerning the subject matter of the representations

and warranties may change after the date of the SPA, which subsequent information may or may not be fully reflected in the Company’s

public disclosures.

Series

D Financing

July 10, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors

(the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a private placement (the “Matinas PIPE”),

an aggregate of 575 shares of the Company’s Series D Convertible Preferred Stock, par value $0.0001 per share (the “Preferred

Stock”), initially convertible into up to 1,642,856 shares of the Company’s Common Stock, with a stated value of $1,000

per share (the “Stated Value”), together with warrants (the “Warrants”) to purchase up to an aggregate of 100%

of the shares of Common Stock into which the shares of Preferred Stock are initially convertible, or 1,642,856 shares of Common

Stock, for aggregate gross proceeds of up to $575,000, at an offering price of $1,000 per share of Preferred Stock and accompanying

Warrant. The Purchase Agreement contains customary representations, warranties and agreements by the Company. The Matinas PIPE closed

on July 10, 2026.

The

Company is required to obtain stockholder approval (“Stockholder Approval”) for the issuance of the shares of Common Stock

issuable upon conversion of the Preferred Stock and the shares of Common Stock issuable upon exercise of the Warrants, as may be required

by the applicable rules and regulations of the NYSE, including Section 713 of the NYSE American Company Guide. The Company expects to

seek Stockholder Approval at the Special Stockholder Meeting by means of the proxy statement/prospectus included in the F-4 Registration

Statement. If Stockholder Approval has not been obtained by December 31, 2026, the Company is required to file a preliminary proxy statement

for a special meeting of stockholders to obtain Stockholder Approval no later than January 15, 2027. If Stockholder Approval is not obtained

at such special meeting, the Company is required to continue to use commercially reasonable efforts to obtain Stockholder Approval and

to submit the matter for approval by its stockholders at subsequent meetings at intervals of not more than 45 days until Stockholder

Approval is obtained.

The

shares of Preferred Stock and Warrants are being sold without registration under the Securities Act of 1933, as amended (the “Securities

Act”), or state securities laws in reliance on the exemption provided by Section 4(a)(2) of the Securities Act and/or Rule 506

of Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. The shares of Common Stock

underlying the Preferred Stock and Warrants will be issued pursuant to the same exemption or pursuant to the exemption provided by Section

3(a)(9) of the Securities Act.

Pursuant

to the Purchase Agreement, the Company is required to use commercially reasonable efforts to include all of the shares of Common Stock

underlying the Preferred Stock and Warrants in the F-4 Registration Statement to be filed in connection with the Business Combination.

If such shares are not included in the F-4 Registration Statement, if the F-4 Registration Statement is withdrawn, abandoned or otherwise

ceases to be pursued by the Company without having been declared effective, or if the BCA is terminated or the transactions contemplated

thereby are not consummated, the Purchasers will be entitled to customary piggyback registration rights with respect to such shares,

subject to customary underwriter cutbacks.

Pursuant

to the Purchase Agreement, the Company filed a certificate of designation (the “Certificate of Designation”) on July 10,

2026, with the Delaware Secretary of State designating the rights, preferences and limitations of the shares of Preferred Stock. The

Certificate of Designation provides that the holders of Preferred Stock are not entitled to voting rights by virtue of their ownership

of the Preferred Stock. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the then holders

of the Preferred Stock are entitled to receive out of the assets available for distribution to stockholders of the Company, after and

subject to payment in full of all amounts required to be distributed to the holders of Senior Securities (as defined in the Certificate

of Designation), ratably with any class or series ranking on parity with the Preferred Stock and in preference and priority to the Common

Stock and other junior securities, an amount equal to 100% of the Stated Value. The holders of Preferred Stock will be entitled to dividends,

on an as-if-converted-to-Common Stock basis, equal to and in the same form as dividends actually paid, if any, on shares of Common Stock.

From

and after the date Stockholder Approval is received and deemed effective, each share of Preferred Stock will be convertible, at the option

of the holder, into that number of shares of Common Stock determined by dividing the Stated Value by $0.35 (the “Conversion Price”),

subject to adjustment as provided in the Certificate of Designation. The Conversion Price may be adjusted pursuant to the Certificate

of Designation for stock dividends and stock splits, subsequent rights offerings, pro rata distributions or the occurrence of a Fundamental

Transaction (as defined in the Certificate of Designation). In addition, from and after the date Stockholder Approval is received and

deemed effective, the Conversion Price is subject to adjustment for certain dilutive issuances of Common Stock and Common Stock equivalents,

as more fully described in the Certificate of Designation. A holder of Preferred Stock will not have the right to convert any portion

of its Preferred Stock if the holder, together with its affiliates and attribution parties, would beneficially own in excess of 4.99%

(or, at the election of the holder prior to issuance, 9.99%) of the number of shares of Common Stock outstanding immediately after giving

effect to such conversion. A holder may increase or decrease the beneficial ownership limitation up to 9.99%, provided, however, that

any increase in the beneficial ownership limitation shall not be effective until the 61st day after notice of such change is delivered

to the Company.

The

Warrants will be exercisable beginning on the date Stockholder Approval is received at an exercise price of $0.35 per share and will

expire on the five-year anniversary of the date Stockholder Approval is received. If, at the time of exercise, there is no effective

registration statement registering, or the prospectus contained therein is not available for, the resale of the shares of Common Stock

issuable upon exercise of the Warrants by the holder, then the Warrants may also be exercised, in whole or in part, by means of a cashless

exercise. The exercise price and number of shares issuable upon exercise of the Warrants may be adjusted for stock dividends and stock

splits, subsequent rights offerings, pro rata distributions or the occurrence of a Fundamental Transaction (as defined in the Warrants).

A holder of Warrants will not have the right to exercise any portion of its Warrants if the holder, together with its affiliates and

attribution parties, would beneficially own in excess of 4.99% or 9.99%, as applicable, of the number of shares of Common Stock outstanding

immediately after giving effect to such exercise. A holder may increase or decrease the beneficial ownership limitation up to 9.99%,

provided, however, that any increase in the beneficial ownership limitation shall not be effective until the 61st day after notice of

such change is delivered to the Company.

The

foregoing summaries of the Purchase Agreement, the Certificate of Designation and the Warrants are summaries only, are not intended to

be complete and are qualified in their entirety by reference to the form of Purchase Agreement, the Certificate of Designation and the

form of Warrant, which are attached to this Current Report on Form 8-K as Exhibits 10.3, 3.1 and 4.1, respectively, and are incorporated

herein by reference in their entirety.

The

representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of

specific dates, were solely for the benefit of the parties to the agreement and are subject to limitations agreed upon by the contracting

parties. Accordingly, the Purchase Agreement is incorporated herein by reference only to provide investors with information regarding

the terms of the Purchase Agreement and not to provide investors with any other factual information regarding the Company or its business,

and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.

a result of the Matinas PIPE, the exercise price of the Existing Warrants (as defined below) was adjusted from $0.6446 to $0.35 pursuant

to the terms of the anti-dilution provisions contained therein and previously approved by the Company’s stockholders. In addition,

the conversion price of the Company’s Series C Convertible Preferred Stock, issued on February 13, 2025 and April 8, 2025, was

adjusted from $0.586 to $0.35 pursuant to the terms of the anti-dilution provisions contained therein and previously approved by the

Company’s stockholders.

Warrant

Inducement

July 10, 2026, the Company entered into inducement offer letter agreements (the “Inducement Letters”) with certain

holders (the “Holders”) of its existing warrants to purchase up to an aggregate of 7,486,605 shares of Common Stock,

issued to the Holders on February 13, 2025 and April 8, 2025 (the “Existing Warrants”).

Pursuant

to the Inducement Letters, the Holders agreed to exercise for cash all or a portion of their Existing Warrants at the current exercise

price of $0.35 per share in consideration for the Company’s agreement to issue, in a private placement, new unregistered common

stock purchase warrants (the “New Warrants”) to purchase up to 7,486,605 shares (the “New Warrant Shares”)

of Common Stock (100% of the number of shares of Common Stock issued pursuant to each such exercise of Existing Warrants)

(such transaction, the “Warrant Inducement”). The Warrant Inducement closed on July 10, 2026.

The

Company is required to obtain stockholder approval (“Inducement Stockholder Approval”) for the issuance of the shares of

Common Stock issuable upon exercise of the New Warrants, as may be required by the applicable rules and regulations of the NYSE, including

Section 713 of the NYSE American Company Guide. The Company expects to seek the Inducement Stockholder Approval at the Special Stockholder

Meeting by means of the proxy statement/prospectus included in the F-4 Registration Statement. If the Inducement Stockholder Approval

has not been obtained by December 31, 2026, the Company is required to file a preliminary proxy statement for a special meeting of stockholders

to obtain the Inducement Stockholder Approval no later than January 15, 2027. If the Inducement Stockholder Approval is not obtained

at such special meeting, the Company is required to continue to use commercially reasonable efforts to obtain the Inducement Stockholder

Approval and to submit the matter for approval by its stockholders at subsequent meetings at intervals of not more than 45 days until

the Inducement Stockholder Approval is obtained.

Pursuant

to the Inducement Letters, the Company is required to use commercially reasonable efforts to include all of the New Warrant Shares in

the F-4 Registration Statement to be filed in connection with the Business Combination. If such shares are not included in the F-4 Registration

Statement, if the F-4 Registration Statement is withdrawn, abandoned or otherwise ceases to be pursued by the Company without having

been declared effective, or if the BCA is terminated or the transactions contemplated thereby are not consummated, the Holders will be

entitled to customary piggyback registration rights with respect to such shares, subject to customary underwriter cutbacks.

The

New Warrants will be exercisable beginning on the date Inducement Stockholder Approval is received at an exercise price of $0.35 per

share and will expire on the five-year anniversary of the date Inducement Stockholder Approval is received. If, at the time of exercise,

there is no effective registration statement registering, or the prospectus contained therein is not available for, the resale of the

New Warrant Shares by the holder, then the New Warrants may also be exercised, in whole or in part, by means of a cashless exercise.

The exercise price and number of shares issuable upon exercise of the New Warrants may be adjusted for stock dividends and stock splits,

certain dilutive issuances, subsequent rights offerings, pro rata distributions or the occurrence of a Fundamental Transaction (as defined

in the New Warrants), subject to the floor price set forth in the New Warrants. A holder of New Warrants will not have the right to exercise

any portion of its New Warrants if the holder, together with its affiliates and attribution parties, would beneficially own in excess

of 4.99% or 9.99%, as applicable, of the number of shares of Common Stock outstanding immediately after giving effect to such exercise.

A holder may increase or decrease the beneficial ownership limitation up to 9.99%, provided, however, that any increase in the beneficial

ownership limitation shall not be effective until the 61st day after notice of such change is delivered to the Company.

The

Company received aggregate gross proceeds of approximately $2.6 million from the exercise of the Existing Warrants by the

Holders, before deducting solicitation agent fees and other offering expenses payable by the Company. The Company intends to use the

net proceeds from the transactions described above for working capital and general corporate purposes.

The

Company engaged ThinkEquity LLC (the “Solicitation Agent”) to act as its exclusive warrant solicitation agent in connection

with the transactions described above pursuant to that certain Warrant Solicitation Agent Agreement, by and between the Company and the

Solicitation Agent, dated as of June 25, 2026 (the “Warrant Solicitation Agent Agreement”). Pursuant to the Warrant Solicitation

Agent Agreement, the Company agreed to pay the Solicitation Agent a fee consisting of (i) a cash payment equal to 10% of the aggregate

gross cash proceeds received by the Company from the Holders’ exercise of the Existing Warrants and (ii) warrants (the “Solicitation

Agent Warrants”) to purchase 374,330 shares of Common Stock (5% of the aggregate number of shares underlying the

New Warrants issued to the Holders in connection with the transactions contemplated by the Inducement Letters). The Solicitation

Agent Warrants have terms substantially similar to the New Warrants. Pursuant to the Warrant Solicitation Agent Agreement, the Company

also agreed to reimburse the Solicitation Agent for its reasonable legal and other expenses up to $50,000.

The

resale of the shares of Common Stock underlying the Existing Warrants has been registered pursuant to an effective registration statement

on Form S-3 (File No. 333-286686), filed with the SEC.

The

New Warrants and Solicitation Agent Warrants are being sold without registration under the Securities Act or state securities laws in

reliance on the exemption provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder and

in reliance on similar exemptions under applicable state laws.

The

foregoing summaries of the Inducement Letters, the New Warrants, the Solicitation Agent Warrants and the Warrant Solicitation Agent Agreement

are summaries only, are not intended to be complete and are qualified in their entirety by reference to the form of Inducement Letter,

form of New Warrant, form of Solicitation Agent Warrant and Warrant Solicitation Agent Agreement, which are attached to

this Current Report on Form 8-K as Exhibits 10.4, 4.2, 4.3 and 10.5, respectively, and are incorporated herein by reference in their

entirety.

Item

3.02. Unregistered Sale of Equity Securities.

The

information contained in response to Item 1.01 above regarding the Matinas PIPE and Warrant Inducement is incorporated herein by reference.

Item

3.03. Material Modifications to Rights of Security Holders.

The

information contained in response to Item 1.01 above regarding the Certificate of Designation and the Preferred Stock is incorporated

herein by reference.

Item

5.01. Changes in Control of Registrant.

the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by

reference.

Item

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

Jabbour

Employment Agreement Amendment

July 10, 2026, the Company and Jerome D. Jabbour, the Company’s Chief Executive Officer, entered into the Fourth Amendment

(the “Fourth Amendment”) to the Employment Agreement between the Company and Mr. Jabbour, dated March 22, 2018 (as previously

amended by that certain First Amendment, dated March 3, 2023, that certain Second Amendment, dated April 30, 2025, and that certain Third

Amendment, dated December 12, 2025, the “Employment Agreement”). Prior to the Fourth Amendment, the Employment Agreement

provided that if a Change in Control (as defined in the Employment Agreement) occurs on or prior to June 30, 2026 and Mr. Jabbour remains

employed by the Company through the date of the Change in Control, he is entitled to payment of a retention bonus in an amount equal

to the greater of (i) his target annual bonus for the fiscal year in which such Change in Control occurs, or (ii) $299,000 (the “Retention

Bonus”). Two-thirds of the Retention Bonus will be paid upon the Company’s execution of a definitive agreement that, if consummated,

would result in a Change in Control, and the remaining one-third would be paid immediately prior to the closing of such Change in Control,

so long as, for each payment, Mr. Jabbour has not resigned without Good Reason nor been terminated by the Company for Cause (each as

defined in the Employment Agreement).

The

Fourth Amendment modifies the Employment Agreement by extending the date by which a Change in Control must occur to trigger the Retention

Bonus from June 30, 2026 to December 31, 2026.

Except

as specifically set forth in the Fourth Amendment, all other terms and conditions of the Employment Agreement remain in full force and

effect. The foregoing description of the terms of the Fourth Amendment is a summary only, is not intended to be complete and is qualified

in its entirety by reference to the Fourth Amendment, which is attached to this Current Report on Form 8-K as Exhibit 10.6 and is incorporated

herein by reference in its entirety.

Payment

in Connection with the BCA

Pursuant

to the Employment Agreement, as amended by the Fourth Amendment, because the BCA, if consummated, would constitute a Change in Control,

two-thirds of the Retention Bonus, or $199,333.33, is currently payable to Mr. Jabbour by the Company. The remaining one-third will be

paid immediately prior to the Closing, so long as, for each payment, Mr. Jabbour has not resigned

without Good Reason nor been terminated by the Company for Cause.

Director

Resignation

July 11, 2026,

Robin L. Smith informed the Board that

she resigned from the Board effective July 12, 2026 due

to her other professional obligations. In connection with her resignation from the Board, Dr. Smith also resigned from her positions

on the Board’s Audit Committee and Nominating and Corporate Governance Committee. Dr. Smith’s resignation was not the result

of a material disagreement or change in direction of the Company.

Item

5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The

information contained in response to Item 1.01 above regarding the Certificate of Designation and the Preferred Stock is incorporated

herein by reference.

Item

7.01. Regulation FD Disclosure.

July 13, 2026, the Company issued a press release announcing the execution of the BCA, the SPA and the related transactions. A

copy of the press release is attached hereto as Exhibit 99.1. The press release and the information set forth therein shall not be deemed

to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it

be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

Item

8.01. Other Events.

of July 10, 2026, after giving effect the to the Warrant Inducement, the Company had 13,692,796 shares of Common Stock outstanding.

Forward-Looking

Statements

This

communication contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the

Business Combination involving the Company and GH Power, the Stock Sale involving the Company and Azurity and the other transactions

described herein, including expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding the

Company, GH Power, Pubco, Azurity, Matinas Nano, the Business Combination, the Stock Sale, the Matinas PIPE and the Warrant Inducement

and statements regarding the anticipated benefits and timing of the completion of the Business Combination and the Stock Sale, the assets

held by GH Power, the assets and business of Matinas Nano, future financial condition and performance and expected financial impacts

of the Business Combination and the Stock Sale, the consideration, milestone payments, royalties and licensing proceeds that may be payable

in connection with the Stock Sale, the satisfaction of closing conditions to the Business Combination and the Stock Sale and other expectations,

intentions, strategies, assumptions or beliefs of the parties to the Business Combination, the Stock Sale and the other transactions

described herein about future events, results of operations or performance or that do not solely relate to historical or current facts.

These forward-looking statements generally are identified by the words “believe,” “project,” “expect,”

“anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,”

“potential,” “plan,” “may,” “should,” “will,” “would,” “will

be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions,

projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result,

are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements

herein, including, but not limited to: the risk that the Business Combination or the Stock Sale may not be completed in a timely manner

or at all; the failure by the parties to satisfy the conditions to the consummation of the Business Combination or the Stock Sale, including

the approval of the Company’s stockholders; the risk that the PIPE Financing may not be completed on the anticipated terms or

at all, including the risk that gross proceeds of at least $15.0 million may not be raised; failure to realize the anticipated benefits

of the Business Combination or the Stock Sale; the failure to receive the consideration, milestone payments, royalties or licensing proceeds

expected in connection with the Stock Sale; the failure of Pubco to obtain or maintain the listing of its securities on any securities

exchange after closing of the Business Combination; costs related to the Business Combination, the Stock Sale and becoming a public company;

changes in business, market, financial, political and regulatory conditions; risks relating to Pubco’s anticipated operations and

business and the assets and business of Matinas Nano; the outcome of any potential legal proceedings that may be instituted against the

Company, GH Power, Pubco, Azurity or others following announcement of the Business Combination, the Stock Sale or the other transactions

described herein; and those risk factors discussed in documents that the Company has filed, or that will be filed by the Company and/or

Pubco, with the SEC.

Additional

Information about the Proposed Business Combination and Stock Sale and Where to Find It

This

Current Report on Form 8-K does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities

or a solicitation of any vote or approval. This Current Report on Form 8-K relates to the proposed Business Combination and Stock Sale.

In connection with the proposed Business Combination and the related stockholder approvals, including approval of the Stock Sale and

any stockholder approvals required for the Matinas PIPE and Warrant Inducement, the Company, GH Power and Pubco expect that a registration

statement on Form F-4 will be filed with the SEC, containing a preliminary proxy statement for the Company’s stockholders that

will also constitute a preliminary prospectus of Pubco, the securities of which are expected to be listed on the NYSE upon consummation

of the Business Combination and the Stock Sale. After the registration statement is declared effective, the Company will mail a definitive

proxy statement/prospectus to the Company’s stockholders. The Company, GH Power, Pubco and Azurity urge investors, stockholders

and other interested persons to read, when available, the proxy statement/prospectus, as well as other documents filed with the SEC,

because these documents will contain important information about the proposed Business Combination, the Stock Sale and related matters.

The Company’s stockholders will be able to obtain a free copy of the proxy statement/prospectus (when available) and other documents

filed with the SEC by the Company or Pubco, without charge, by directing a request to: jjabbour@MatinasBioPharma.com. These documents,

once available, can also be obtained, without charge, at the SEC’s website (https://www.sec.gov).

Participants

in the Solicitation

The

Company, GH Power, Pubco and their respective directors, executive officers and other members of their management and employees, under

SEC rules, may be deemed to be participants in the solicitation of proxies of the Company’s stockholders in connection with the

Business Combination, the Stock Sale and the other transactions described herein. Investors and security holders may obtain more detailed

information regarding the names, affiliations and interests of the Company’s executive officers and directors in its Annual Report

on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on March 31, 2026. Information regarding the persons

who may, under SEC rules, be deemed participants in the solicitation of proxies to the Company’s stockholders in connection with

the proposed Business Combination, the Stock Sale and the other transactions described herein will be set forth in the proxy statement/prospectus

when available. Information concerning the interests of the Company’s and GH Power’s participants in the solicitation, which

may, in some cases, be different than those of the Company’s and GH Power’s equityholders generally, will be set forth in

the proxy statement/prospectus and other relevant materials to be filed with the SEC relating to the Business Combination, the Stock

Sale and the other transactions described herein when they become available. These documents can be obtained free of charge from the

sources indicated above.

Offer or Solicitation

This

Current Report on Form 8-K is not intended to and shall not constitute an offer to sell, or the solicitation of an offer to buy, any

securities, or the solicitation of any vote of approval with respect to the Business Combination, the Stock Sale or any other transaction

described herein, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful

prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except

by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or pursuant to an exemption

from, or in a transaction not subject to, such registration requirements.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit No.

Description

2.1*

Business Combination Agreement, dated as of July 10, 2026, by and among Matinas BioPharma Holdings, Inc., GH Power Inc., 1001550000 Ontario Inc., 1001550002 Ontario Inc. and MBH Merger Sub, Inc.

2.2* ^

Stock Purchase Agreement, dated as of July 10, 2026, by and between Matinas BioPharma Holdings, Inc. and Azurity Pharmaceuticals, Inc.

3.1

Certificate of Designation of Series D Convertible Preferred Stock

4.1

Form of Warrant

4.2

Form of New Warrant

4.3

Form of Solicitation Agent Warrant

10.1

Form of Company Voting Agreement

10.2

Form of GH Power Voting Agreement

10.3

Form of Securities Purchase Agreement

10.4

Form of Inducement Letter

10.5

Warrant Solicitation Agent Agreement, dated July 10, 2026, by and between Matinas BioPharma Holdings, Inc. and ThinkEquity LLC

10.6

Fourth Amendment to Employment Agreement, dated as of July 10, 2026, between the Company and Jerome D. Jabbour

99.1

Press Release, dated July 13, 2026

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document)

*Schedules

have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted

schedules upon request by the SEC.

Pursuant to Item 601(b)(2)(ii) of Regulation S-K promulgated by the SEC, certain portions of this exhibit have been redacted because

the registrant customarily and actually treats such omitted information as private or confidential and because such omitted information

is not material.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

MATINAS BIOPHARMA HOLDINGS, INC.

Dated:

July 13, 2026

By:

/s/

Jerome D. Jabbour

Name:

Jerome

D. Jabbour

Title:

Chief Executive Officer

EX-2.1

Filename: ex2-1.htm · Sequence: 2

Exhibit

2.1

BUSINESS

COMBINATION AGREEMENT

and among

Power Inc.,

GH Power,

1001550000

ONTARIO INC.,

Pubco,

1001550002

ONTARIO INC.,

Merger Sub A,

MATINAS

BIOPHARMA HOLDINGS, INC.,

Matinas,

and

MBH

MERGER SUB, INC.,

Merger Sub B

Dated

as of July 10, 2026

MERGER

1.1.

Merger

1.2.

Effective Time

1.3.

Effect of the Merger

1.4.

Organizational Documents of U.S. Surviving Corporation

1.5.

Directors and Officers of the U.S. Surviving Corporation

1.6

Effect of Merger on Issued Securities of Matinas, Pubco and Merger Sub B

II.

Plan of ARRANGEMENT

2.1.

Plan of Arrangement

2.2.

Court Materials; Interim Order

2.3.

Securityholder Approval

2.4.

Final Order

2.5.

Effect of the Arrangement

2.6.

Court Proceedings

2.7.

Plan of Arrangement Steps

2.8.

Arrangement Effective Time

2.9.

Effect of the Arrangement

2.10

Organizational Documents

2.11.

Directors and Officers

2.12.

GH Power Arrangement Consideration

2.13.

Effect of Arrangement on GH Power Securities

III.

EXCHANGE OF SECURITIES; CLOSING

3.1.

Exchange

3.2.

Withholding Rights

3.3.

Appraisal Rights

3.4

Closing

IV.

representations and warranties of MATINAS

4.1.

Organization and Standing

4.2.

Authorization; Binding Agreement

4.3.

Governmental Approvals

4.4.

Non-Contravention

4.5.

Capitalization

4.6.

Subsidiaries

4.7.

SEC Filings and Matinas Financials

4.8.

Absence of Certain Changes

4.9.

Compliance with Laws

4.10.

Permits

4.11.

Litigation

4.12.

Material Contracts

4.13.

Intellectual Property

4.14.

Taxes and Returns

4.15.

Real Property

4.16.

Personal Property

4.17.

Title to and Sufficiency of Assets

4.18.

Employee Matters

4.19.

Benefit Plans

4.20

Environmental Matters

4.21.

Transactions with Affiliates

4.22.

Investment Company Act

4.23.

Finders and Brokers

4.24.

Certain Business Practices

4.25.

Business Insurance

4.26.

Independent Investigation

4.27.

FDA

Article

V. representations and warranties of pubco AND THE MERGER SUBS

5.1.Organization

and Standing

5.2.

Authorization; Binding Agreement

5.3.

Governmental Approvals

5.4.

Non-Contravention

5.5.

Capitalization

5.6.

Pubco and Merger Sub Activities

5.7

Tax and Legal Matters

5.8.

Finders and Brokers

5.9.

Investment Company Act

5.10.

Information Supplied

5.11.

Independent Investigation

Article

VI. representations and warranties of GH POWER

6.1.

Organization and Standing

6.2.

Authorization; Binding Agreement

6.3.

Capitalization

6.4.

Subsidiaries

6.5.

Governmental Approvals

6.6.

Non-Contravention

6.7.

Financial Statements

6.8.

Absence of Certain Changes

6.9.

Compliance with Laws

6.10.

Company Permits

6.11.

Litigation

6.12.

Material Contracts

6.13.

Intellectual Property

6.14.

Taxes and Returns

6.15.

Real Property

6.16.

Personal Property

6.17.

Title to and Sufficiency of Assets

6.18.

Employee Matters

6.19.

Benefit Plans

6.20.

Environmental Matters

6.21.

Transactions with Related Persons

6.22.

Business Insurance

6.23

Certain Business Practices

6.24

Investment Company Act

6.25.

Finders and Brokers

6.26.

Information Supplied

6.27.

Independent Investigation

VII.

COVENANTS

7.1.

Access and Information

7.2.

Conduct of Business of GH Power, Pubco and the Merger Subs

-ii-

7.3.

Conduct of Business of Matinas

7.4.

Annual and Interim Financial Statements

7.5.

Matinas Public Filings

7.6.

Non-Solicitation

7.7.

Non-Solicitation

7.8.

No Trading

7.9.

Notification of Certain Matters

7.10.

Efforts

7.11.

Cooperation

7.12.

The Registration Statement

7.13.

Public Announcements

7.14.

Confidential Information

7.15.

Post-Closing Board of Directors and Executive Officers

7.16.

Indemnification of Directors and Officers; Tail Insurance

7.17.

Transfer Taxes

7.18.

Tax Matters

7.19.

Section 16 Matters

7.20.

Pubco S-8 Registration Statement.

7.21.

Listing

7.22.

PIPE Financing

7.23.

Termination of Matinas Affiliate Transactions

7.24.

Stockholder Litigation

7.25.

Lock Up Agreements

Article

VIII. Closing conditions

8.1.

Conditions of Each Party’s Obligations

8.2.

Conditions to Obligations of GH Power, Pubco and the Merger Sub

8.3.

Conditions to Obligations of Matinas

8.4.

Frustration of Conditions

Article

IX. TERMINATION AND EXPENSES

9.1.

Termination

9.2.

Effect of Termination

9.3.

Fees and Expenses

9.4.

Termination Fee

MISCELLANEOUS

10.1.

Survival

10.2

Notices

10.3.

Binding Effect; Assignment

10.4.

Third Parties

10.5.

Governing Law; Jurisdiction

10.6.

WAIVER OF JURY TRIAL

10.7.

Specific Performance

10.8.

Severability

10.9.

Amendment

10.10.

Waiver

10.11.

Entire Agreement

10.12.

Interpretation

10.13.

Counterparts

XI.

DEFINITIONS

11.1.

Certain Definitions

11.2.

Section References

INDEX

OF EXHIBITS

Exhibit

Description

Exhibit

A-1

Form

of Matinas Voting Agreement

Exhibit

A-2

Form

of GH Power Voting Agreement

Exhibit

Plan

of Arrangement

-iii-

BUSINESS

COMBINATION AGREEMENT

This

BUSINESS COMBINATION AGREEMENT (this “Agreement”) is made and entered into as of July 10, 2026, by and

among (i) GH Power Inc., a corporation organized under the laws of Ontario (“GH Power”), (ii) Matinas

BioPharma Holdings, Inc., a Delaware corporation (“Matinas”), (iii) 1001550000 Ontario Inc., a corporation

organized under the laws of Ontario (“Pubco”), (iv) 1001550002 Ontario Inc., a corporation organized

under the laws of Ontario and a wholly owned subsidiary of Pubco (“Merger Sub A”), and (v) MBH Merger Sub,

Inc., a Delaware corporation and a wholly owned subsidiary of Pubco (“Merger Sub B,” and together with

Merger Sub A, each a “Merger Sub” and collectively, the “Merger Subs”). GH Power,

Pubco, Matinas and the Merger Subs are sometimes referred to herein individually as a “Party” and, collectively,

as the “Parties”. Capitalized terms used and not otherwise defined herein shall have the respective meanings

ascribed thereto in Article XI hereof.

RECITALS:

WHEREAS,

GH Power is a clean-energy and critical-minerals company that develops modular reactor systems capable of producing certified green hydrogen,

carbon-free heat, and advanced materials from scrap metal and water, located in Canada;

WHEREAS,

Matinas is a clinical-stage biopharmaceutical company focused on delivering groundbreaking therapies using our lipid nanocrystal platform

delivery technology, located in the United States;

WHEREAS,

as of the date hereof, (i) each of Pubco and the Merger Subs is a newly incorporated entity, incorporated for the sole purpose of effectuating

the Transactions and (ii) each of the Merger Subs is a wholly owned direct subsidiary of Pubco;

WHEREAS,

upon the terms and subject to the conditions of this Agreement and in accordance with the Business Corporations Act (Ontario)

(the “OBCA”), the Plan of Arrangement and the General Corporation Law of the State of Delaware (the “DGCL”),

the Parties intend to enter into a series of transactions, including the following:

(a)

Merger Sub A and GH Power will amalgamate and merge to form one corporate entity with the same effect as if they had amalgamated under

Section 174 of the OBCA (the “Amalgamation”), and as a result of the Arrangement, (i) GH Power as amalgamated

to form Canada Surviving Corporation, shall become a wholly-owned subsidiary of Pubco and (ii) the effect of the Amalgamation and the

Arrangement on each GH Power Security issued and outstanding immediately prior to the Arrangement Effective Time shall be as set out

in the Plan of Arrangement;

(b)

Immediately after the Arrangement becoming effective in accordance with the Plan of Arrangement, Merger Sub B shall merge with and into

Matinas, with Matinas continuing as the surviving corporation, (the “Merger”), and as a result of the Merger,

(i) Matinas shall become a wholly-owned subsidiary of Pubco, and (ii) each issued and outstanding Matinas Security immediately prior

to the Effective Time shall no longer be outstanding and shall automatically be cancelled, in exchange for a substantially equivalent

security of Pubco;

WHEREAS,

in connection with the Transactions, GH Power and certain investors (the “PIPE Subscribers”) will enter into

subscription agreements, in the form and substance as reasonably agreed upon by GH Power and Matinas (as amended or modified from time

to time, collectively, the “Subscription Agreements”), pursuant to which, among other things, each PIPE Subscriber

will agree to subscribe for and purchase from GH Power, and GH Power will agree to issue and sell to each such PIPE Subscriber, immediately

prior to the Closing, the securities of GH Power set forth in the applicable Subscription Agreement in exchange for the purchase price

set forth therein, for an aggregate of at least the Minimum PIPE Amount, on the terms and subject to the conditions set forth in the

applicable Subscription Agreement (the financing under all PIPE Subscription Agreements, collectively, the “PIPE Financing”);

WHEREAS,

simultaneously with the execution and delivery of this Agreement and as a condition and inducement of GH Power’s willingness

to enter into this Agreement, GH Power has received voting and support agreements, in the form attached hereto as Exhibit A-1

(collectively, the “Matinas Voting Agreements”), signed by the directors, officers and stockholders of Matinas

Securities listed on Section A-1 of the Matinas Disclosure Schedule, pursuant to which such holders have, subject to the terms

and conditions set forth therein, agreed to vote all their shares of Matinas Securities in favor of the Stockholder Approval Matters;

WHEREAS,

simultaneously with the execution and delivery of this Agreement and as a condition and inducement of Matinas’s willingness

to enter into this Agreement, GH Power has received voting and support agreements, in the form attached hereto as Exhibit A-2

(collectively, the “GH Power Voting Agreements”), signed by the directors, officers and stockholders of GH

Power Securities listed on Section A-2 of the GH Power Disclosure Schedule, pursuant to which such holders, subject to the terms

and conditions set forth therein, have agreed to vote all their shares of GH Power Securities in favor of this Agreement and the Plan

of Arrangement;

WHEREAS,

the boards of directors of Pubco, GH Power and Merger Sub A each: (a) have determined that the Transactions are fair, advisable and in

the best interests of their respective companies and security holders, and (b) have approved this Agreement and the Transactions, all

upon the terms and subject to the conditions set forth herein;

WHEREAS,

the boards of directors of Merger Sub B and Matinas each: (a) have determined that the Transactions are fair, advisable and in the best

interests of their respective companies and security holders, and (b) have approved this Agreement and the Transactions, all upon the

terms and subject to the conditions set forth herein; and

WHEREAS,

for U.S. federal income Tax purposes, it is intended that, taken together, (i) the Merger and the Arrangement will be treated as a tax-free

transaction pursuant to Section 351 of the Code and (ii) if the Merger qualifies as a “reorganization” within the meaning

of Section 368(a) of the Code, this Agreement will constitute and hereby is adopted as a “plan of reorganization” with respect

to the Merger within the meaning of the Code and the Treasury Regulations thereunder.

NOW,

THEREFORE, in consideration of the premises set forth above, and the representations, warranties, covenants and agreements contained

in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending

to be legally bound hereby, the Parties hereto agree as follows:

Article

MERGER

1.1

Merger. At the Effective Time, and subject to and upon the terms and conditions of this Agreement (including the completion of

the Arrangement), and in accordance with the applicable provisions of the DGCL, Matinas and Merger Sub B shall consummate the Merger,

pursuant to which Merger Sub B shall be merged with and into Matinas, with Matinas being the surviving entity, following which the separate

corporate existence of Merger Sub B shall cease and Matinas shall continue as the surviving corporation in the Merger. Matinas, as the

surviving corporation following the Merger, is hereinafter sometimes referred to as the “U.S. Surviving Corporation”

(provided, that references to Matinas for periods after the Effective Time shall include the U.S. Surviving Corporation). The consummation

of the Arrangement shall be a condition precedent to the consummation of the Merger.

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1.2

Effective Time. Immediately after the Arrangement becoming effective in accordance with the Plan of Arrangement, Matinas and Merger

Sub B shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”),

with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of the DGCL (the time of such filing,

or such later time as may be specified in the Certificate of Merger, being referred to herein as the “Effective Time”).

1.3

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate

of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective

Time, all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of Merger Sub

B and Matinas shall become the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations

of the U.S. Surviving Corporation, which shall include, without limitation, the assumption by the U.S. Surviving Corporation of any and

all agreements, covenants, duties and obligations of Merger Sub B and Matinas set forth in this Agreement to be performed after the Effective

Time, and the U.S. Surviving Corporation shall continue its existence as a wholly owned Subsidiary of Pubco.

1.4

Organizational Documents of U.S. Surviving Corporation. At the Effective Time, the certificate of incorporation and bylaws of

Matinas, each as in effect immediately prior to the Effective Time, shall be amended and restated to read in their entirety in the form

of the certificate of incorporation and bylaws of Merger Sub B, in each case as in effect immediately prior to the Effective Time, respectively

(except that the name of the corporation may be changed to a name to be mutually agreed by GH Power and Matinas) and, as so amended and

restated, shall be the certificate of incorporation and bylaws of the U.S. Surviving Corporation until the same may be thereafter further

amended and/or restated in accordance with their terms and the DGCL.

1.5

Directors and Officers of the U.S. Surviving Corporation. At the Effective Time, the board of directors and executive officers

of Matinas shall resign and the board of directors and the executive officers of the U.S. Surviving Corporation shall be as determined

by Pubco, each to hold office in accordance with the certificate of incorporation and bylaws of the U.S. Surviving Corporation until

their respective successors are duly elected or appointed and qualified; provided, that

the Chairman of the Matinas Board shall be appointed as a director of the board of directors of the U.S. Surviving Corporation.

1.6

Effect of Merger on Issued Securities of Matinas and Merger Sub B. At the Effective Time, by virtue of the Merger and without

any action on the part of any Party or the holders of securities of Matinas, Pubco or Merger Sub B:

(a)

Matinas Common Stock. Each share of Matinas Common Stock issued and outstanding immediately prior to the Effective Time (other

than those described in Section 1.6(c) below) shall automatically be converted into the right to receive one tenth (0.1)

of a Pubco Common Share (the “Per Share Matinas Merger Consideration”), following which all such shares of

Matinas Common Stock shall cease to be outstanding and shall automatically be canceled and shall cease to exist.

(b)

Matinas Preferred Stock. Each share of Matinas Preferred Stock issued and outstanding immediately prior to the Effective Time

(other than those described in Section 1.6(e) below) shall automatically, in accordance with the Organizational Documents of Matinas,

be converted into the right to receive the Per Share Matinas Merger Consideration on an as-converted to Matinas Common Stock basis.

Following the Effective Time, all shares of Matinas Preferred Stock shall cease to be outstanding and shall automatically be cancelled

and shall cease to exist.

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(c)

Matinas Stock Options.

(i)

Subject to Section 1.6(c)(iv) below, at the Effective Time, by virtue of the Merger and without any action on the part of the

holders thereof, each Matinas Stock Option, whether vested or unvested, immediately prior to the Effective Time shall cease to represent

a right to acquire shares of Matinas Common Stock and shall automatically be assumed and converted into an option under the Pubco Equity

Plan to purchase Pubco Common Shares (each, a “Substituted Option”). The Substituted Options represent the

right to purchase that number of shares of Pubco Common Shares equal to the Per Share Matinas Merger Consideration underlying such Matinas

Stock Option immediately prior to the Effective Time with a per-share exercise price of such Substituted Option equal to the exercise

price per Matinas Common Stock subject to such Matinas Stock Option immediately prior to the Effective Time divided by 0.1. Notwithstanding

the foregoing, prior to the Effective Time, the Compensation Committee of the Matinas Board shall accelerate the vesting of all unvested

Matinas Stock Options that are subject to time-based vesting conditions.

(ii)

Each Substituted Option shall have the same terms and conditions applicable to the corresponding Matinas Stock Option immediately prior

to the Effective Time, except to the extent needed to reference Pubco Common Shares, the Pubco Equity Plan, Pubco and the board of directors

of Pubco. Pubco shall not make any modifications to Substituted Options that would adversely affect the rights of the holder of such

Substituted Option without the advance written consent of such holder. To the extent applicable to each grantee, the number of shares

of Pubco Common Shares underlying any such Substituted Option, the exercise price, and the other terms and conditions of any such Substituted

Option will be determined in a manner consistent with the requirements of Section 409A of the Code in order to avoid the imposition of

any additional Taxes thereunder and consistent with the requirements of Section 424 of the Code to the extent applicable to maintain

the qualified status of a Matinas Stock Option under Section 422 of the Code.

(iii)

Following the Effective Time, no holder of a Matinas Stock Option or any other employee benefit arrangement of Matinas or any of its

Subsidiaries or under any employment agreement, shall have any right hereunder to acquire any share capital or other equity interests

(including any “phantom” stock or stock appreciation rights) in the U.S. Surviving Corporation or its Subsidiaries.

(iv)

Prior to the Effective Time, Pubco and Matinas shall take all necessary or appropriate action to effectuate the substitution of the Matinas

Stock Options by Pubco in accordance with the terms of this Section 1.6 and the assignment to Pubco of the authorities and responsibilities

of the Matinas Board or any committee thereof under the applicable Matinas Benefit Plan that govern such Matinas Stock Options.

(d)

Matinas Warrants. Each Matinas Warrant that is outstanding and unexercised immediately prior to the Effective Time shall (i) cease

to represent a Matinas Warrant in respect of shares of Matinas Common Stock and shall be assumed by Pubco and automatically converted

into a warrant to acquire Pubco Common Shares (each, an “Assumed Warrant”), with each share of Matinas Common

Stock the holder of such Matinas Warrant would have received had such Matinas Warrant been exercised in full (on a cashless or non-cashless

basis, as permitted by the terms of such Matinas Warrant) in accordance with its terms immediately prior to the Effective Time, entitling

such holder to the Per Share Matinas Merger Consideration or (ii) entitle the holder of such Matinas Warrant to such other consideration

that such holder is entitled to receive pursuant to the terms of such holder’s Matinas Warrant. Pubco shall assume each such Assumed

Warrant in accordance with its terms and, following the Effective Time, each Assumed Warrant shall continue to be governed by the same

terms and conditions as were applicable to the applicable Matinas Warrant immediately prior to the Effective Time, except that the

per-share exercise price of such Assumed Warrant shall equal to the exercise price per share of Matinas Common Stock subject to such

Matinas Warrant immediately prior to the Effective Time divided by 0.1.

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(e)

Adjustments to Aggregate Transaction Consideration. The Aggregate Matinas Merger Consideration shall be adjusted to reflect appropriately

the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination,

exchange of shares or other like change with respect to Matinas Common Stock occurring on or after the date hereof and prior to the Effective

Time to provide the holders of shares of Matinas Common Stock immediately prior to the Effective Time the same economic effect as contemplated

by this Agreement prior to such event.

(f)

Form S-8 Filing. As soon as practicable following the Closing, Pubco shall file a registration statement on Form S-8 (or any successor

form, or if Form S-8 is not available, other appropriate forms) with respect to the Pubco Common Shares subject to the Substituted Options

and shall use commercial best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain

the current status of the prospectus or prospectuses contained therein) for so long as any Substituted Options remain outstanding.

(g)

Cancellation of Capital Stock Owned by Matinas. Each share of Matinas Common Stock and Matinas Preferred Stock held in the treasury

of Matinas or owned by Matinas immediately prior to the Effective Time (collectively, “Matinas Excluded Shares”)

shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor.

(h)

Cancellation of Initial Share of Pubco. The initial share in the capital of Pubco shall be canceled in accordance with the Plan

of Arrangement.

(i)

Cancellation of Shares of Merger Sub B. All of the shares of Merger Sub B Common Stock issued and outstanding immediately prior

to the Effective Time shall be converted into an equal number of shares of common stock of the U.S. Surviving Corporation, with the same

rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the U.S.

Surviving Corporation.

Article

Plan of arrangement

2.1

Plan of Arrangement. Subject to the terms and conditions of this Agreement, and in accordance with the OBCA, the Parties shall

implement a plan of arrangement involving GH Power, Merger Sub A, Pubco, and the GH Power Securityholders, substantially in the form

attached hereto as Exhibit B, as such Plan of Arrangement may be amended or modified in accordance with the terms thereof and

this Agreement (the “Plan of Arrangement”). In the event of any conflict between the terms of this Agreement

and the Plan of Arrangement, the Plan of Arrangement shall govern. The Parties shall each effect and carry out the steps, actions and/or

transactions to be carried out by them pursuant to the Plan of Arrangement.

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2.2

Court Materials. As promptly as reasonably practicable after the date of the Agreement, the applicable Parties will, in consultation

with Pubco and Matinas, and consistent with the requirements of the applicable corporate statute, prepare, file and seek an interim order

of the Court (the “Interim Order”) providing for, among other things:

(a)

the class or classes of securityholders entitled to vote at the meeting(s);

(b)

the record date(s), notice, quorum and approval thresholds;

(c)

the right to dissent and receive fair value as prescribed by Section 185 of the OBCA (the “Dissent Rights”);

and

(d)

such other procedural matters as the Court may direct.

2.3

Securityholder Approval. The Arrangement will be submitted to the applicable class or classes of shareholders of GH Power at the

GH Power Meeting, held in accordance with the Interim Order, the governing corporate statute and organizational documents. GH Power will

solicit proxies in favor of the Arrangement and will use its commercially reasonable efforts to obtain the requisite approvals prescribed

by the Interim Order and applicable Law.

2.4

Final Order. If the Interim Order is obtained and the Arrangement Resolution is passed at the GH Power shareholder meeting as

provided for in the Interim Order, GH Power shall take all steps necessary or desirable to submit the Arrangement to the Court and diligently

pursue an application for the Final Order pursuant to Subsection 182(5) of the OBCA (the “Final Order”), as

soon as reasonably practicable, but in any event not later than three (3) Business Days after the date on which the Arrangement Resolution

is passed at the GH Power shareholder meeting as provided for in the Interim Order.

2.5

Effect of the Arrangement. Subject to satisfaction or waiver (to the extent permitted) of the conditions in the Agreement applicable

to the Arrangement and receipt of the Final Order, GH Power will file articles of arrangement (the “Articles of Arrangement”).

2.6

Court Proceedings. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, GH Power

shall diligently pursue, and cooperate with Matinas in diligently pursuing, the Interim Order and the Final Order, and GH Power shall

provide Matinas and its legal counsel with a reasonable opportunity to review and comment upon drafts of all materials to be filed with

the Court in connection with the Plan of Arrangement, prior to the service and filing of such materials, and shall accept the reasonable

comments of Matinas and its legal counsel with respect to any information required to be supplied by Matinas and included in such materials.

GH Power shall not file any material with the Court in connection with the Plan of Arrangement or serve any such material, and shall

not agree to modify or amend any materials so filed or served, except as contemplated by this Agreement or with Matinas’s prior

written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that Matinas shall not be required

to agree or consent to any increase or variation in the form of consideration payable hereunder or any other modification or amendment

to such filed or served materials that expands or increases Matinas’s obligations, or diminishes or limits its rights, under this

Agreement or the Plan of Arrangement. In addition, GH Power shall not object to legal counsel to Matinas making such submissions on the

motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably, provided

that Matinas advises GH Power of the nature of any such submissions prior to the applicable hearing and such submissions are consistent

with this Agreement and the Plan of Arrangement. GH Power shall also provide legal counsel to Matinas with copies of any notice and evidence

served on GH Power or its legal counsel in respect of the application for the Final Order or any appeal therefrom, and any notice, written

or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order. GH Power

shall oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement and the Plan of

Arrangement and, if at any time after the issuance of the Final Order and prior to the Arrangement Effective Time, GH Power is required

by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order, it shall do so after notice

to, and in consultation and cooperation with Matinas.

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2.7

Plan of Arrangement Steps.

(a)

Amalgamation. At the Arrangement Effective Time, and in accordance with the Plan of Arrangement and the applicable provisions

of the OBCA, Merger Sub A and GH Power shall consummate the Amalgamation, pursuant to which Merger Sub A and GH Power shall amalgamate

to form one corporate entity with the same effect as if they had amalgamated under Section 174 of the OBCA (the resulting corporation

being referred to herein, for the periods at and after the Arrangement Effective Time, as the “Canada Surviving Corporation”).

(b)

Treatment of GH Power Shares. Each GH Power Share and each GH Power Preferred Share issued and outstanding immediately prior to

the Arrangement Effective Time shall be treated in accordance with the Plan of Arrangement.

(c)

Treatment of GH Power Convertible Securities. Each GH Power Convertible Security issued and outstanding immediately prior to the

Arrangement Effective Time shall be treated in accordance with the Plan of Arrangement.

2.8

Articles of Arrangement.

(a)

The Articles of Arrangement shall implement the Plan of Arrangement and shall take effect at means 12:01 a.m. (Toronto Time) (the “Arrangement

Effective Time”) on the date set forth on the means the certificate of arrangement issued pursuant to subsection 183(2)

of the OBCA (the “Arrangement Effective Date”).

(b)

The Parties shall cause the Amalgamation to be consummated in connection with the filing of the Articles of Arrangement to give effect

to the amalgamation of Merger Sub A with GH Power pursuant to the provisions of the OBCA (the time of such filing, or such other time

as GH Power, Matinas and Pubco may agree in writing).

2.9

Effect of the Arrangement. At the Arrangement Effective Time, the effect of the Arrangement shall be as provided in the Plan of

Arrangement and the applicable provisions of the OBCA.

2.10

Organizational Documents.

(a)

Canada Surviving Corporation. At the Arrangement Effective Time, the Organizational Documents of Merger Sub A shall be as set

out in the Plan of Arrangement.

(b)

Pubco Organizational Documents. As of the Closing Date, Pubco’s bylaws (the “Pubco Bylaws”) and

the articles of Pubco (the “Pubco Charter”) shall each be in a form reasonably acceptable to each of GH Power

and Matinas.

2.11

Directors and Officers.

(a)

Canada Surviving Corporation. At the Arrangement Effective Time, by virtue of the Arrangement, the directors and officers of Canada

Surviving Corporation, shall be as set out in the Plan of Arrangement.

(b)

Pubco. The Parties shall cause the board of directors of Pubco as of immediately following the Closing to consist of those individuals

contemplated by Section 7.15, each to hold office in accordance with Pubco Charter and applicable Law until their respective successors

are duly elected or appointed and qualified.

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2.12

GH Power Arrangement Consideration. As consideration for the Arrangement, Pubco shall issue, and the holders of GH Power Securities

collectively shall receive, the consideration set out in the Plan of Arrangement (collectively, the “GH Power Arrangement

Consideration”).

2.13

Effect of Arrangement on GH Power Securities. The effect of the Arrangement on each GH Power Security issued and outstanding immediately

prior to the Arrangement Effective Time shall be as set out in the Plan of Arrangement.

2.14

Payment Spreadsheet. Not less than five (5) Business Days prior to the Arrangement Effective Time, GH Power shall deliver to Pubco

and Matinas a schedule (the “Payment Spreadsheet”) setting forth (a) the calculation of the Aggregate GH Power Arrangement

Consideration and (b) the allocation of the Aggregate GH Power Arrangement Consideration among the GH Power shareholders, which Payment

Spreadsheet shall be prepared in good faith and in a form and substance reasonably satisfactory to Matinas and accompanied by documentation

reasonably satisfactory to Matinas. GH Power shall provide Matinas with reasonable access to the relevant books, records and personnel

of GH Power to enable Matinas to review the Payment Spreadsheet. The allocation of the Aggregate GH Power Arrangement Consideration (as

may be amended in accordance with the preceding sentence) shall be binding on all Parties and shall be used by Pubco for purposes of

issuing the Aggregate GH Power Arrangement Consideration to the GH Power shareholders, absent manifest error. In issuing the Aggregate

GH Power Arrangement Consideration, Pubco shall be entitled to rely fully on the information set forth in the Payment Spreadsheet, absent

manifest error.

2.15

Taking of Necessary Action; Further Action. If, at any time after the Arrangement Effective Time, any further action is necessary

or desirable to carry out the purposes of this Agreement, including to vest the Canada Surviving Corporation with full right, title and

possession to all assets, property, rights, privileges, powers and franchises of GH Power, the officers and directors of Pubco, Merger

Sub A and GH Power are fully authorized, in the name of their respective corporations or otherwise, to take, and shall use their commercially

reasonable efforts to take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement or the

Plan of Arrangement.

Article

III

EXCHANGE OF SECURITIES; CLOSING

3.1

Exchange.

(a)

On the Closing Date, Pubco shall:

(i)

cause to be deposited with a bank or trust company that shall be mutually selected by GH Power and Matinas pursuant to a depositary agreement

(the “Depositary”), the Aggregate Matinas Merger Consideration and issue and send to each holder of shares

of Matinas Common Stock and Matinas Preferred Stock, other than with respect to the Matinas Excluded Shares, Dissenting Shares, that

number of whole shares of Pubco Common Shares to which such holder shall have become entitled pursuant to the Merger (which shall be

in book-entry form unless a physical certificate is requested);

(ii)

cause the Depositary to issue the Aggregate GH Power Arrangement Consideration to each holder of GH Power Shares and GH Power Preferred

Shares other than with respect to holders of GH Power Shares or GH Power Preferred Shares exercising Dissent Rights, that number of whole

shares of Pubco Common Shares to which such holder shall have become entitled pursuant to the Plan of Arrangement (which shall be in

book-entry form unless a physical certificate is requested); and

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(iii)

No interest will be paid or accrued on any unpaid dividends and distributions, if any, payable to holders of shares constituting the

Aggregate Consideration. Pubco shall cause the Depositary, pursuant to irrevocable instructions, to pay the Aggregate Consideration in

accordance with this Agreement.

(b)

Subject to the terms of the Plan of Arrangement, if payment of the Aggregate Consideration is to be made to a Person other than the Person

in whose name the share of GH Power Share, GH Power Preferred Share, Matinas Common Stock or Matinas Preferred Stock is registered, such

payment shall be made on terms acceptable to the Depositary, which shall include a condition of payment that such share of GH Power Share,

GH Power Preferred Share, Matinas Common Stock or Matinas Preferred Stock shall be properly transferred and that the Person requesting

such payment shall have paid any transfer and other Taxes required by reason of the payment of the Aggregate Consideration to a Person

other than the registered holder of such share of GH Power Share, GH Power Preferred Share, Matinas Common Stock or Matinas Preferred

Stock or shall have established to the satisfaction of Pubco that such Tax is not applicable.

(c)

The Aggregate Consideration shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to the shares

of Pubco Common Shares pursuant to the Merger or Plan of Arrangement, as applicable. At the Arrangement Effective Time and the Effective

Time, as applicable the historical stock transfer books of GH Power and Matinas shall be closed and there shall be no further registration

of transfers of the shares of GH Power Share, GH Power Preferred Share, Matinas Common Stock or Matinas Preferred Stock that were outstanding

immediately prior to the Effective Time. If, after the Effective Time, transfer is sought for uncertificated shares of GH Power Share,

GH Power Preferred Share, Matinas Common Stock or Matinas Preferred Stock represented by book entry (“Book-Entry Shares”),

such Book-Entry Shares shall be cancelled and exchanged as provided in this Section 3.1.

(d)

No fraction of a share of Pubco Common Shares will be issued by virtue of the Plan of Arrangement or Merger, and any time that shares

of Pubco Common Shares are distributed to any person pursuant to this Agreement, such amount of shares (after aggregating all fractional

shares of Pubco Common Shares that otherwise would be received by such person in connection with such distribution) shall be rounded

down to the nearest whole number.

3.2

Withholding Rights. Pubco, GH Power, Merger Sub A, Merger Sub B, Matinas and the Exchange Agent shall be entitled to deduct and

withhold, or cause to be deducted and withheld, from the consideration otherwise payable to any Person or otherwise pursuant to this

Agreement such amounts as Pubco or the Depositary reasonably determines it is required to deduct and withhold under the Code, the Tax

Act or any provision of state, local or foreign Tax Law, and shall promptly provide such Person with written confirmation as to the amount

so withheld. To the extent that amounts are so deducted and withheld and are remitted to the applicable Taxing authority, such amounts

shall be treated for all purposes as having been paid to the Person in respect of whom such deduction and withholding was made.

3.3

Appraisal Rights. Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL,

the shares of Matinas Common Stock that are outstanding immediately prior to the Effective Time and that are held by Matinas stockholders

who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing

appraisal for such Matinas Common Stock in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions

of the DGCL relevant to the exercise and perfection of dissenters’ rights (collectively, the “Dissenting Shares”)

shall not be converted into, and such Matinas stockholders shall have no right to receive, the applicable portion of the Aggregate Matinas

Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal

and payment under the DGCL. Any Matinas stockholder who fails to perfect or who effectively withdraws or otherwise loses his, her or

its rights to appraisal of such shares of Matinas Common Stock under Section 262 of the DGCL shall thereupon be deemed to have been converted

into, and to have become exchangeable for, as of the Effective Time, the right to receive the applicable portion of the Aggregate Matinas

Merger Consideration, without any interest thereon, in the manner provided in Section 1.6.

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3.4

Closing. Subject to the satisfaction or waiver of the conditions set forth in Article VIII, the consummation of the transactions

contemplated by this Agreement (the “Closing”) shall take place remotely via the electronic exchange of signatures,

on the second (2nd) Business Day after all of the Closing conditions set forth in this Agreement have been satisfied or waived,

at 10:00 a.m. local time, or at such other date, time or place as GH Power and Matinas may agree (the date and time at which the Closing

is actually held being the “Closing Date”). Closing signatures may be transmitted by e-mailed PDF files or

by facsimile.

3.5

Merger Consideration Adjustment. Prior to the Closing, Pubco may adjust the number of shares of Pubco Common Shares that each

share of Matinas Common Stock will be converted into pursuant to this Agreement (and correspondingly the number of Pubco Common Shares

subject to Substituted Options under Section 1.6(c)) and the number set forth in the definition of Aggregate Matinas Merger Consideration,

so long as (i) after such adjustment, the aggregate number of shares of Pubco Common Shares that the stockholders of Matinas are entitled

to receive pursuant to the terms of this Agreement will not be less than the Matinas Allocation Percentage (as defined in the Plan of

Arrangement) of the shares of Pubco Common Shares that are outstanding on a fully diluted basis immediately after the Closing and (ii)

such adjustment does not have a negative impact on the qualification of the shares of Pubco Common Shares to become listed on the NYSE.

Article

REPRESENTATIONS AND WARRANTIES OF MATINAS

Except

as set forth (i) in the disclosure schedules delivered by Matinas to GH Power and Pubco on the date hereof (the “Matinas

Disclosure Schedules”), the Section numbers of which are numbered to correspond to the Section numbers of this Agreement

to which they refer or (ii) as disclosed in Matinas’s Annual Report on Form 10-K for the fiscal years ended December 31, 2024 and

December 31, 2025, Quarterly Reports on Form 10-Q filed in fiscal year ended December 31, 2025 and Current Reports on Form 8-K filed

in fiscal years ended December 31, 2024, December 31, 2025 and thereafter (collectively, the “Specified SEC Reports”),

in each case filed with the SEC at least three Business Days prior to the date of this Agreement (but (A) without giving effect to any

amendment thereof filed with, or furnished to, the SEC on or after the date hereof, (B) excluding any disclosures contained or referenced

therein under the captions “Risk Factors,” “Forward-Looking Statements,” “Quantitative and Qualitative

Disclosures About Market Risk,” and any other disclosures contained or referenced therein of information, factors, or risks that

are predictive, cautionary, or forward-looking in nature, and (C) only to the extent such disclosure is reasonably apparent on its face

to relate to the representation or warranty being qualified), Matinas represents and warrants to GH Power and Pubco, as of the date hereof

and as of the Closing, as follows:

4.1

Organization and Standing. Matinas is a corporation duly incorporated, validly existing and in good standing under the Laws of

the State of Delaware. Matinas has all requisite corporate power and authority to own, lease and operate its properties and to carry

on its business as now being conducted. Matinas is duly qualified or licensed and in good standing to do business in each jurisdiction

in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification

or licensing necessary. Schedule 4.1 lists all jurisdictions in which any Matinas Company is qualified to conduct business and

all names other than its legal name under which any Matinas Company does business. Matinas has heretofore made available to GH Power

accurate and complete copies of its Organizational Documents, each as currently in effect. Matinas is not in violation of any provision

of its Organizational Documents.

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4.2

Authorization; Binding Agreement. Matinas has all requisite corporate power and authority to execute and deliver this Agreement

and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions

contemplated hereby and thereby, subject to obtaining the Required Matinas Stockholder Approval. The execution and delivery of this Agreement

and each Ancillary Document to which it is a party and the consummation of the Transactions contemplated hereby and thereby (a) have

been duly and validly authorized by the board of directors of Matinas and (b) other than the Required Matinas Stockholder Approval, no

other corporate proceedings, other than as set forth elsewhere in this Agreement, on the part of Matinas are necessary to authorize the

execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Transactions contemplated

hereby and thereby. This Agreement has been, and each Ancillary Document to which Matinas is a party shall be when delivered, duly and

validly executed and delivered by Matinas and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary

Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation

of Matinas, enforceable against Matinas in accordance with its terms, except to the extent that enforceability thereof may be limited

by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement

of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and

the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court

from which such relief may be sought (collectively, the “Enforceability Exceptions”).

4.3

Governmental Approvals. No Consent of or with any Governmental Authority on the part of Matinas is required to be obtained or

made in connection with the execution, delivery or performance by Matinas of this Agreement and each Ancillary Document to which it is

a party or the consummation by Matinas of the Transactions contemplated hereby and thereby, other than (a) such filings as are contemplated

by this Agreement, (b) any filings required with NYSE or the SEC with respect to the Transactions, (c) applicable requirements, if any,

of the Securities Act, the Exchange Act, and/or any state “blue sky” securities Laws, and the rules and regulations thereunder,

and (d) where the failure to obtain or make such Consents or to make such filings or notifications would not reasonably be expected to

have a Material Adverse Effect on Matinas.

4.4

Non-Contravention. Except as otherwise described in Schedule 4.4, the execution and delivery by Matinas of this Agreement

and each Ancillary Document to which it is a party, the consummation by Matinas of the Transactions contemplated hereby and thereby,

and the compliance by Matinas with any of the provisions hereof and thereof, shall not (a) conflict with or violate any provision of

Matinas’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section

4.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having

been satisfied, conflict with or violate any Law, Order or Consent applicable to Matinas or any of its properties or assets, or (c) (i)

violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both,

would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate

the performance required by Matinas under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation

to make payments or provide compensation under, (vii) result in the creation of any Lien upon any of the properties or assets of Matinas

under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person under or (ix) give any

Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate

the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions

or provisions of, any Matinas Material Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would

not reasonably be expected to have a Material Adverse Effect on Matinas.

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4.5

Capitalization.

(a)

Matinas is authorized to issue 500,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares are preferred stock,

par value $0.0001 per share. The issued and outstanding Matinas Securities as of the date of this Agreement are set forth on Schedule

4.5(a). All outstanding shares of Matinas Securities are duly authorized, validly issued, fully paid and non-assessable and are not

subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar

right under any provision of the DGCL, Matinas’s Organizational Documents or any Contract to which Matinas is a party. None of

the outstanding Matinas Securities have been issued in violation of any applicable securities Laws.

(b)

Except as set forth in Schedule 4.5(a) or Schedule 4.5(b), there are no (i) outstanding options, warrants, puts, calls,

convertible securities, preemptive or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights

or that are convertible or exchangeable into securities having such rights or (iii) subscriptions or other rights, agreements, arrangements,

Contracts or commitments of any character (other than this Agreement and the Ancillary Documents), (A) relating to the issued or unissued

securities of Matinas or (B) obligating Matinas to issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold

or repurchased any options or shares or securities convertible into or exchangeable for such securities, or (C) obligating Matinas to

grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for such

capital shares. There are no outstanding obligations of Matinas to repurchase, redeem or otherwise acquire any shares of Matinas or to

provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Person. Except as set forth in

Schedule 4.5(b), there are no shareholders’ agreements, voting trusts or other agreements or understandings to which Matinas

is a party with respect to the voting of any shares of Matinas.

(c)

All Indebtedness of Matinas as of the date of this Agreement is disclosed on Schedule 4.5(c). Except as set forth on Schedule

4.5(c), no Indebtedness of Matinas contains any restriction upon: (i) the prepayment of any such Indebtedness, (ii) the incurrence

of Indebtedness by Matinas, (iii) the ability of Matinas to grant any Lien on its properties or assets, or (iv) the consummation of the

Transactions.

(d)

Except as set forth on Schedule 4.5(d), since the date of formation of Matinas, and except as contemplated by this Agreement,

Matinas has not declared or paid any distribution or dividend in respect of its shares and has not repurchased, redeemed or otherwise

acquired any of its shares, and Matinas’s board of directors has not authorized any of the foregoing.

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4.6

Subsidiaries. Schedule 4.6 sets forth the name of each Subsidiary of Matinas, and with respect to each Subsidiary, (a)

its jurisdiction of organization, (b) its authorized shares or other equity interests (if applicable), and (c) the number of issued and

outstanding shares or other equity interests and the record holders and beneficial owners thereof. All of the outstanding equity securities

of each Subsidiary of Matinas are duly authorized and validly issued, fully paid and non-assessable (if applicable), and were offered,

sold and delivered in compliance with all applicable securities Laws, and are owned by one or more of the Matinas Companies, free and

clear of all Liens (other than those, if any, imposed by such Subsidiary’s Organizational Documents). There are no Contracts to

which Matinas or any of its Affiliates is a party or bound with respect to the voting (including voting trusts or proxies) of the equity

interests of any Subsidiary of Matinas other than the Organizational Documents of any such Subsidiary. There are no outstanding or authorized

options, warrants, rights, agreements, subscriptions, convertible securities or commitments to which any Subsidiary of Matinas is a party

or which are binding upon any Subsidiary of Matinas providing for the issuance or redemption of any equity interests of any Subsidiary

of Matinas. There are no outstanding equity appreciation, phantom equity, profit participation or similar rights granted by any Subsidiary

of Matinas. No Subsidiary of Matinas has any limitation, whether by Contract, Order or applicable Law, on its ability to make any distributions

or dividends to its equity holders or repay any debt owed to another Matinas Company. Except for the equity interests of the Subsidiaries

listed on Schedule 4.6, Matinas does not own or have any rights to acquire, directly or indirectly, any equity interests of, or

otherwise Control, any Person. Except as set forth on Schedule 4.6, no Matinas Company is a participant in any joint venture,

partnership or similar arrangement. There are no outstanding contractual obligations of a Matinas Company to provide funds to, or make

any investment (in the form of a loan, capital contribution or otherwise) in, any other Person.

4.7

SEC Filings and Matinas Financials.

(a)

Matinas, since January 1, 2021, has filed all forms, reports, schedules, statements, registration statements, prospectuses and other

documents required to be filed or furnished by Matinas with the SEC under the Securities Act and/or the Exchange Act, together with any

amendments, restatements or supplements thereto, and will file all such forms, reports, schedules, statements and other documents required

to be filed subsequent to the date of this Agreement. Except to the extent available on the SEC’s web site through EDGAR, Matinas

has delivered to GH Power copies in the form filed with the SEC of all of the following: (i) Matinas’s annual reports on Form 10-K

for each fiscal year of Matinas beginning with the first year Matinas was required to file such a form, (ii) Matinas’s quarterly

reports on Form 10-Q for each fiscal quarter that Matinas filed such reports to disclose its quarterly financial results in each of the

fiscal years of Matinas referred to in clause (i) above, (iii) all other forms, reports, registration statements, prospectuses and other

documents (other than preliminary materials) filed by Matinas with the SEC since the beginning of the first fiscal year referred to in

clause (i) above (the forms, reports, registration statements, prospectuses and other documents referred to in clauses (i), (ii) and

(iii) above, whether or not available through EDGAR, are referred to herein collectively as the “SEC Reports”),

and (iv) all certifications and statements required by (A) Rules 13a-14 or 15d-14 under the Exchange Act, and (B) 18 U.S.C. §1350

(Section 906 of SOX) with respect to any report referred to in clause (i) above (collectively, the “Public Certifications”).

The SEC Reports (x) were prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange

Act, as the case may be, and the rules and regulations thereunder, and (y) did not, as of their respective effective dates (in the case

of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and at the time they were filed

with the SEC (in the case of all other SEC Reports) contain any untrue statement of a material fact or omit to state a material fact

required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which

they were made, not misleading. The Public Certifications are each true as of their respective dates of filing. As used in this Section

4.7, the term “file” shall be broadly construed to include any manner permitted by SEC rules and regulations in which

a document or information is furnished, supplied or otherwise made available to the SEC. As of the date of this Agreement, (A) the Matinas

Common Stock is listed on the New York Stock Exchange (American) (“NYSE”), (B) except as set forth on Schedule

4.7(a), Matinas has not received any written deficiency notice from NYSE relating to the continued listing requirements of such Matinas

Securities, (C) there are no Actions pending or, to the Knowledge of Matinas, threatened, against Matinas by the Financial Industry Regulatory

Authority with respect to any intention by such entity to suspend, prohibit or terminate the quoting of such Matinas Securities on NYSE

and (D) such Matinas Securities are in compliance with all of the applicable corporate governance rules of NYSE.

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(b)

The financial statements and notes of Matinas contained or incorporated by reference in the SEC Reports (the “Matinas Financials”),

fairly present in all material respects the financial position and the results of operations, changes in shareholders’ equity,

and cash flows of Matinas at the respective dates of and for the periods referred to in such financial statements, all in accordance

with (i) GAAP methodologies applied on a consistent basis throughout the periods involved and (ii) Regulation S-X or Regulation S-K,

as applicable (except as may be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of unaudited

quarterly financial statements to the extent permitted by Regulation S-X or Regulation S-K, as applicable).

(c)

All financial projections with respect to the Matinas Companies that were delivered by or on behalf of Matinas to GH Power or Pubco or

their respective Representatives were prepared in good faith using assumptions that Matinas believes to be reasonable.

(d)

Except (i) as and to the extent reflected or reserved against in the Matinas Financials, (ii) for Liabilities incurred in the ordinary

course of business since December 31, 2025, or (iii) as disclosed on Schedule 4.7(d), Matinas has not incurred any Liabilities

or obligations of the type required to be reflected on a balance sheet in accordance with GAAP that are not adequately reflected or reserved

on or provided for in the Matinas Financials, other than Liabilities of the type required to be reflected on a balance sheet in accordance

with GAAP that have been incurred since Matinas’s last annual report on Form 10-K.

(e)

Matinas is in compliance in all material respects with the applicable provisions of SOX.

(f)

Matinas has made available to GH Power true and complete copies of all written comment letters from the staff of the SEC relating to

the SEC Reports and all written responses of Matinas thereto through the date of this Agreement. As of the date of this Agreement, there

are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any SEC Reports and, to the

Knowledge of Matinas, none of the SEC Reports is the subject of ongoing SEC review. As of the date of this Agreement, to the Knowledge

of Matinas, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending

or threatened regarding Matinas, including, but not limited to, any accounting practices of Matinas.

(g)

Matinas has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms

are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required

by Rules 13a-15 and 15d-15 under the Exchange Act. Matinas’s disclosure controls and procedures are designed to ensure that all

information (both financial and non-financial) required to be disclosed by Matinas in the reports that it files or furnishes under the

Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and

that all such information is accumulated and communicated to Matinas’s management as appropriate to allow timely decisions regarding

required disclosure and to make the certifications required pursuant to Sections 302 and 906 of SOX. Matinas’s management has completed

an assessment of the effectiveness of Matinas’s disclosure controls and procedures and, to the extent required by applicable law,

presented in any applicable SEC Report that is a periodic report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions

about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based

on such evaluation. Based on Matinas’s management’s most recently completed evaluation of Matinas’s internal control

over financial reporting prior to the date of this Agreement, (i) Matinas had no significant deficiencies or material weaknesses in the

design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Matinas’s

ability to record, process, summarize and report financial information and (ii) Matinas does not have knowledge of any fraud, whether

or not material, that involves management or other employees who have a significant role in Matinas’s internal control over financial

reporting, except as otherwise disclosed in the SEC Reports.

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4.8

Absence of Certain Changes. As of the date of this Agreement, except as set forth in Schedule 4.8 and excluding the Sale

of MAT 2203, each Matinas Company (a) has conducted its business only in the ordinary course of business consistent with past practice,

(b) has not been subject to a Material Adverse Effect and (c) has not taken any action or committed or agreed to take any action that

would be prohibited by Section 7.3 (without giving effect to Schedule 7.3) if such action were taken on or after the date

hereof without the consent of GH Power.

4.9

Compliance with Laws. No Matinas Company is or has been in material conflict or material non-compliance with, or in material default

or violation of, nor has any Matinas Company received, since January 1, 2021, any written, or, to the Knowledge of Matinas, notice of

any material conflict or non-compliance with, or material default or violation of, any applicable Laws by which it or any of its properties,

assets, employees, business or operations are or were bound or affected.

4.10

Permits. Each Matinas Company (and its employees who are legally required to be licensed by a Governmental Authority in order

to perform his or her duties with respect to his or her employment with any Matinas Company), holds all Permits necessary to lawfully

conduct in all material respects its business as presently conducted and as currently contemplated to be conducted, and to own, lease

and operate its assets and properties (collectively, the “Matinas Permits”) except where the failure to have

any of such Matinas Permits has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse

Effect. Matinas has made available to GH Power true, correct and complete copies of all material Matinas Permits, all of which material

Matinas Permits are listed on Schedule 4.10. All of the Matinas Permits are in full force and effect, and no suspension or cancellation

of any of Matinas Permits is pending or, to Matinas’s Knowledge, threatened. No Matinas Company is in violation in any material

respect of the terms of any Matinas Permit, and no Matinas Company has received any written or, to the Knowledge of Matinas, oral notice

of any Actions relating to the revocation or modification of any Matinas Permit.

4.11

Litigation. Except as described on Schedule 4.11, there is no (a) Action of any nature currently pending or, to Matinas’s

Knowledge, threatened, nor is there any reasonable basis for any Action to be made (and no such Action has been brought or, to Matinas’s

Knowledge, threatened since January 1, 2021); or (b) Order now pending or outstanding or that was rendered by a Governmental Authority

since January 1, 2021, in either case of (a) or (b) by or against any Matinas Company, its current or former directors, officers or equity

holders (provided, that any litigation involving the directors, officers or equity holders of a Matinas Company must be related to the

Matinas Company’s business, equity securities or assets), its business, equity securities or assets. The items listed on Schedule

4.11, if finally determined adverse to the Matinas Companies, will not have, either individually or in the aggregate, a Material

Adverse Effect upon any Matinas Company. Since January 1, 2021, none of the current or former officers, senior management or directors

of any Matinas Company have been charged with, indicted for, arrested for, or convicted of any felony or any crime involving fraud.

4.12

Material Contracts.

(a)

Except as set forth in the SEC Reports publicly available at least three (3) Business Days before the date of this Agreement, neither

Matinas nor any of its Subsidiaries is a party to or is bound by any “material contract” (as such term is defined in Item

601(b)(10) of Regulation S-K under the Securities Act excluding, however, any Matinas Benefit Plans) (each Contract required to be set

forth on Schedule 4.12(a), a “Matinas Material Contract”).

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(b)

With respect to each Matinas Material Contract: (i) such Matinas Material Contract is valid and binding and enforceable in all respects

against the Matinas Company party thereto and, to the Knowledge of Matinas, each other party thereto, and is in full force and effect

(except, in each case, as such enforcement may be limited by the Enforceability Exceptions); (ii) the consummation of the Transactions

contemplated by this Agreement will not affect the validity or enforceability of any Matinas Material Contract; (iii) no Matinas Company

is in breach or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both

would constitute a material breach or default by any Matinas Company, or permit termination or acceleration by the other party thereto,

under such Matinas Material Contract; (iv) to the Knowledge of Matinas, no other party to such Matinas Material Contract is in breach

or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute

such a material breach or default by such other party, or permit termination or acceleration by any Matinas Company, under such Matinas

Material Contract; (v) no Matinas Company has received written or, to the Knowledge of Matinas, oral notice of an intention by any party

to any such Matinas Material Contract to terminate such Matinas Material Contract or amend the terms thereof, other than modifications

in the ordinary course of business that do not adversely affect any Matinas Company in any material respect; and (vi) no Matinas Company

has waived any rights under any such Matinas Material Contract.

4.13

Intellectual Property.

(a)

Schedule 4.13(a)(i) sets forth: (i) all Patents and Patent applications, Trademarks and service mark registrations and applications,

copyright registrations and applications and registered Internet Assets and applications owned or licensed by a Matinas Company or otherwise

used or held for use by a Matinas Company in which a Matinas Company is the owner, applicant or assignee (“Matinas Registered

IP”), specifying as to each item, as applicable: (A) the nature of the item, including the title, (B) the owner of the

item, (C) the jurisdictions in which the item is issued or registered or in which an application for issuance or registration has been

filed and (D) the issuance, registration or application numbers and dates; and (ii) all material unregistered Intellectual Property owned

or purported to be owned by a Matinas Company. Schedule 4.13(a)(ii) sets forth all Intellectual Property licenses, sublicenses

and other agreements or permissions (“Matinas IP Licenses”) (other than “shrink wrap,” “click

wrap,” and “off the shelf” software agreements and other agreements for Software commercially available on reasonable

terms to the public generally with license, maintenance, support and other fees of less than $25,000 per year (collectively, “Off-the-Shelf

Software”), which are not required to be listed, although such licenses are “Matinas IP Licenses” as that term

is used herein), under which a Matinas Company is a licensee or otherwise is authorized to use or practice any Intellectual Property.

Each Matinas Company owns, free and clear of all Liens (other than Permitted Liens), has valid and enforceable rights in, and has the

unrestricted right to use, sell, license, transfer or assign, all Intellectual Property currently used, licensed or held for use by such

Matinas Company, and previously used or licensed by such Matinas Company, except for the Intellectual Property that is the subject of

Matinas IP Licenses. Except as set forth on Schedule 4.13(a)(iii), all Matinas Registered IP is owned exclusively by the applicable

Matinas Company without obligation to pay royalties, licensing fees or other fees, or otherwise account to any third party with respect

to such Matinas Registered IP.

(b)

Each Matinas Company has performed all material obligations imposed on it in Matinas IP Licenses, has made all payments required to date,

and such Matinas Company is not, nor, to the Knowledge of Matinas, is any other party thereto, in material breach or material default

thereunder, nor, to the Knowledge of Matinas, has any event occurred that with notice or lapse of time or both would constitute a default

thereunder. The continued use by the Matinas Companies of the Intellectual Property that is the subject of Matinas IP Licenses in the

same manner that it is currently being used is not restricted by any applicable license of any Matinas Company. All registrations for

Copyrights, Patents, Trademarks and Internet Assets that are owned by or exclusively licensed to any Matinas Company are valid and in

force, and all applications to register any Copyrights, Patents and Trademarks are pending and in good standing, all without challenge

of any kind.

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(c)

No Action is pending or, to Matinas’s Knowledge, threatened against a Matinas Company that challenges the validity, enforceability,

ownership, or right to use, sell, license or sublicense any Intellectual Property currently owned, licensed, used or held for use by

the Matinas Companies. No Matinas Company has received any written notice or claim asserting or suggesting that any infringement, misappropriation,

violation, dilution or unauthorized use of the Intellectual Property of any other Person is or may be occurring or has or may have occurred,

as a consequence of the business activities of any Matinas Company, nor to the Knowledge of Matinas is there a reasonable basis therefor.

There are no Orders to which any Matinas Company is a party or is otherwise bound that (i) restrict the rights of a Matinas Company to

use, transfer, license or enforce any Intellectual Property owned by a Matinas Company, (ii) restrict the conduct of the business of

a Matinas Company in order to accommodate a third Person’s Intellectual Property, or (iii) grant any third Person any right with

respect to any Intellectual Property owned by a Matinas Company. No Matinas Company is currently infringing, or has, in the past, infringed,

misappropriated or violated any Intellectual Property of any other Person in any material respect in connection with the ownership, use

or license of any Intellectual Property owned or purported to be owned by a Matinas Company or, to the Knowledge of Matinas, otherwise

in connection with the conduct of the respective businesses of the Matinas Companies. To Matinas’s Knowledge, no third party is

infringing upon, has misappropriated or is otherwise violating any Intellectual Property owned, licensed by, licensed to, or otherwise

used or held for use by any Matinas Company (“Matinas IP”) in any material respect.

(d)

No current or former officers, employees or independent contractors of a Matinas Company have claimed any ownership interest in any Intellectual

Property owned by a Matinas Company. To the Knowledge of Matinas, there has been no violation of a Matinas Company’s policies or

practices related to protection of Matinas IP or any confidentiality or nondisclosure Contract relating to the Intellectual Property

owned by a Matinas Company. To Matinas’s Knowledge, none of the employees of any Matinas Company is obligated under any Contract,

or subject to any Order, that would materially interfere with the use of such employee’s best efforts to promote the interests

of the Matinas Companies, or that would materially conflict with the business of any Matinas as presently conducted or contemplated to

be conducted. Each Matinas Company has taken reasonable security measures in order to protect the secrecy, confidentiality and value

of the material Matinas IP to the extent such Matinas IP derives value from the secrecy and/or confidentiality thereof.

(e)

To the Knowledge of Matinas, no Person has obtained unauthorized access to confidential third party information and data in the possession

of a Matinas Company, nor has there been any other material compromise of the security, confidentiality or integrity of such information

or data. Each Matinas Company has complied with all applicable Laws relating to privacy, personal data protection, and the collection,

processing and use of personal information and its own privacy policies and guidelines. The operation of the business of the Matinas

Companies has not and does not violate any right to privacy or publicity of any third party, or constitute unfair competition or trade

practices under applicable Law.

(f)

The consummation of any of the Transactions contemplated by this Agreement will not result in the material breach, material modification,

cancellation, termination, suspension of, or acceleration of any payments with respect to, or release of source code because of (i) any

Contract providing for the license or other use of Intellectual Property owned by a Matinas Company, or (ii) any Matinas IP License.

Following the Closing, Matinas shall be permitted to exercise, directly or indirectly through its Subsidiaries, all of the Matinas Companies’

rights under such Contracts or Matinas IP Licenses to the same extent that the Matinas Companies would have been able to exercise had

the Transactions contemplated by this Agreement not occurred, without the payment of any additional amounts or consideration other than

ongoing fees, royalties or payments which the Matinas Companies would otherwise be required to pay in the absence of such Transactions.

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4.14

Taxes and Returns. Except as set forth on Schedule 4.14:

(a)

Each Matinas Company has timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it (taking into

account all available extensions). All such Tax Returns are true, accurate, correct and complete in all material respects. All material

Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in Matinas Financials have been established,

have been timely paid, collected or withheld. Each Matinas Company has complied in all material respects with all applicable Laws relating

to Tax.

(b)

There is no current pending or, to the Knowledge of Matinas, threatened Action against a Matinas Company by a Governmental Authority

in a jurisdiction where a Matinas Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.

(c)

No Matinas Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of Matinas, orally by any

Tax authority that any such audit is contemplated or pending. To the Knowledge of Matinas, there are no material claims, assessments,

audits, examinations, investigations or other Actions pending against a Matinas Company in respect of any Tax, and no Matinas Company

has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for

which adequate reserves in Matinas Financials have been established).

(d)

There are no Liens with respect to any Taxes upon any Matinas Company’s assets, other than Permitted Liens.

(e)

No Matinas Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of

Taxes. There are no outstanding requests by a Matinas Company for any extension of time within which to file any material Tax Return

or within which to pay any material Taxes shown to be due on any Tax Return (other than an extension resulting from having received an

automatic extension of time to file the applicable Tax Return not requiring the approval of any Governmental Authority).

(f)

No Matinas Company has made any change in accounting method (except as required by a change in Law) that would reasonably be expected

to have a material impact on its Taxes following the Closing.

(g)

No Matinas Company has engaged in any (i) “reportable transaction” as defined in Treasury Regulations Section 1.6011-4(b),

(ii) “listed transaction,” or (iii) transaction, a “significant” purpose of which is the avoidance or evasion

of U.S. federal income Tax, within the meanings of Sections 6662, 6662A, 6011, 6012, 6111 or 6707A of the Code or the Treasury Regulations

promulgated thereunder. No Matinas Company has engaged in any “reportable transaction” as defined in subsection 237.3(1)

of the Tax Act, any “notifiable transaction” as defined in subsection 237.4(1) of the Tax Act or any “reportable uncertain

tax treatment” as defined in section 237.5(1) of the Tax Act (or any comparable provision of any other applicable Law).

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(h)

Each Matinas Company has complied with, and is currently in compliance with, all transfer pricing rules and regulations (including Section

247 of the Tax Act, Section 482 of the Code and any comparable or similar provision of applicable Law). No Matinas Company is a party

to any advance pricing agreement or any similar contract or agreement. No Matinas Company is subject to any gain recognition agreement

under Section 367 of the Code.

(i)

No Matinas Company has any Liability for the Taxes of another Person (other than another Matinas Company) (i) under any applicable Tax

Law, (ii) as a transferee or successor, or (iii) by contract, indemnity, or otherwise (excluding commercial agreements entered into in

the ordinary course of business the primary purpose of which was not the sharing of Taxes). No Matinas Company is a party to or bound

by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding

commercial agreements entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes) with

respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority)

that will be binding on such Matinas Company with respect to any period following the Closing Date.

(j)

No Matinas Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement

or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

(k)

No Matinas Company: (i) has constituted either a “distributing corporation” or a “controlled corporation” (within

the meaning of Section 355(a)(1)(A) of the Code) in a distribution of securities (to any Person or entity that is not a member of the

consolidated group of which Matinas is the common parent corporation) qualifying for, or intended to qualify for, Tax-free treatment

under Section 355 of the Code (A) within the two-year period ending on the date hereof or (B) in a distribution which could otherwise

constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the

Code) in conjunction with the Transactions contemplated by this Agreement; or (ii) is or has ever been (A) a U.S. real property holding

corporation within the meaning of Section 897(c)(2) of the Code, or (B) a member of any consolidated, combined, unitary or affiliated

group of corporations for any Tax purposes other than a group of which Matinas is or was the common parent corporation.

(l)

To the Knowledge of Matinas, no shareholder of Matinas is subject to a binding commitment or has otherwise agreed to sell, exchange,

transfer by gift or otherwise dispose of any of the shares of Pubco received by it pursuant to this Agreement, or take any other action

that would be reasonably likely to prevent, taken together, the Merger and the Amalgamation from qualifying as a transaction described

in Section 351 of the Code.

(m)

No Matinas Company, nor any of the respective Affiliates of any such Persons, has taken or has agreed to take any action, or is aware

of any fact or circumstance, that would be reasonably likely to prevent, taken together, the Merger and the Amalgamation from qualifying

as an exchange described in Section 351 of the Code.

4.15

Real Property.

(a)

Schedule 4.15(a) contains a complete and accurate list of all premises currently leased or subleased or otherwise used or occupied

by a Matinas Company for the operation of the business of a Matinas Company, and of all current leases, lease guarantees, agreements

and documents related thereto, including all amendments, terminations and modifications thereof or waivers thereto (collectively, the

“Matinas Real Property Leases”), as well as the current annual rent and term under each Matinas Real Property

Lease. Matinas has provided to GH Power a true and complete copy of each of the Matinas Real Property Leases, and in the case of any

oral Matinas Real Property Lease, a written summary of the material terms of such Matinas Real Property Lease. The Matinas Real Property

Leases are valid, binding and enforceable in accordance with their terms and are in full force and effect. To the Knowledge of Matinas,

no event has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event)

would constitute a default on the part of a Matinas Company or any other party under any of the Matinas Real Property Leases, and no

Matinas Company has received notice of any such condition. None of the Matinas Companies owns or has ever owned any real property.

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(b)

Matinas has not received any written notice from any Governmental Authorities of any uncured violations of any federal, state, county

or municipal law, ordinance, order, regulation or requirement affecting the Matinas Companies, the Matinas Real Property Leases or the

ability of the Matinas Companies to consummate the Transactions contemplated hereby. Matinas Companies have not received any written

notice that any insurance policy held by or on behalf of the Matinas Companies relating to or affecting the Matinas Real Property Leases

is not in full force and effect and the Company has not received any written notice of default that remains uncured or notice terminating

or threatening to terminate any such insurance policy.

(c)

Except for any Permitted Liens and as set forth in ‎‎‎Schedule 4.15(c) and except as has not had and would not reasonably

be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) there are no contractual or legal restrictions

that prevent the Matinas Companies from using any Matinas Real Property Leases for its current use and (ii) all structures and other

buildings on the Matinas Real Property Leases are in good operating condition sufficient for the operation of the Matinas Companies’

business and none of such structures or buildings is in need of maintenance or repairs except for ordinary, routine maintenance and repairs,

and except for ordinary wear and tear.

4.16

Personal Property. Except as set forth in Schedule 4.16, material items of equipment and other tangible assets owned by

or leased to Matinas are in good operating condition and repair (reasonable wear and tear excepted consistent with the age of such items),

and are suitable for their intended use in the business of the Matinas Companies. The operation of each Matinas Company’s business

as it is now conducted or presently proposed to be conducted is not dependent upon the right to use the Personal Property of Persons

other than a Matinas Company, except for such Personal Property that is owned, leased or licensed by, or otherwise contracted to, a Matinas

Company. Each item of Personal Property which is currently owned, used or leased by a Matinas Company with a book value or fair market

value of greater than Fifty Thousand Dollars ($50,000) is set forth on Schedule 4.16, along with to the extent applicable, a list

of lease agreements, lease guarantees, security agreements and other agreements related thereto, including all amendments, terminations

and modifications thereof or waivers thereto.

4.17

Title to and Sufficiency of Assets. Each Matinas Company has good and marketable title to, or a valid leasehold interest in or

right to use, all of its assets, free and clear of all Liens other than (a) Permitted Liens, (b) the rights of lessors under leasehold

interests, (c) Liens specifically identified on the Matinas Interim Balance Sheet and (d) Liens set forth on Schedule 4.17. Excluding

the assets to be sold in connection with the Sale of MAT 2203, the assets (including Intellectual Property rights and contractual rights)

of the Matinas Companies constitute all of the assets, rights and properties that are used in the operation of the businesses of the

Matinas Companies as now conducted and presently proposed to be conducted or that are used or held by the Matinas Companies for use in

the operation of the businesses of the Matinas Companies, and, taken together, are adequate and sufficient for the operation of the businesses

of the Matinas Companies as currently conducted and as presently proposed to be conducted.

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4.18

Employee Matters.

(a)

Except as set forth in Schedule 4.18(a), no Matinas Company is a party to any collective bargaining agreement or other Contract

with any labor organization or other representative of any of the employees of any Matinas Company and Matinas has no Knowledge of any

activities or proceedings of any labor union to organize or represent such employees. There has not occurred or, to the Knowledge of

Matinas, been threatened any strike, slow-down, picketing, work-stoppage, or other similar labor activity with respect to any such Matinas

Company employees. Schedule 4.18(a) sets forth all unresolved labor Actions (including unresolved grievances and age or other

discrimination claims), if any, that are pending or, to the Knowledge of Matinas, threatened, between any Matinas Company and Persons

employed by or providing services as independent contractors to a Matinas Company. No current officer or employee of a Matinas Company

has provided any Matinas Company written or, to the Knowledge of Matinas, oral, notice of his or her current plan to terminate his or

her employment with any Matinas Company.

(b)

Except as set forth in Schedule 4.18(b), each Matinas Company (i) is and has been for the past six (6) years in compliance in

all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, health

and safety and wages and hours, and other Laws relating to discrimination, disability, labor relations, hours of work, payment of wages

and overtime wages, pay equity, immigration, workers compensation, working conditions, employee scheduling, occupational safety and health,

family and medical leave, and employee terminations, and has not received written or, to the Knowledge of Matinas, oral notice that there

is any pending Action involving unfair labor practices against a Matinas Company, (ii) is not liable for any material past due arrears

of wages or any material penalty for failure to comply with any of the foregoing, and (iii) is not liable for any material payment to

any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for employees,

independent contractors or consultants (other than routine payments to be made in the ordinary course of business and consistent with

past practice). There are no Actions pending or, to the Knowledge of Matinas, threatened against a Matinas Company brought by or on behalf

of any applicant for employment, any current or former employee, any Person alleging to be a current or former employee, or any Governmental

Authority, relating to any such Law or regulation, or alleging breach of any express or implied contract of employment, wrongful termination

of employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with the employment relationship.

(c)

Schedule 4.18(c) hereto sets forth a complete and accurate list as of the date hereof of all employees of the Matinas Companies

showing for each as of such date (i) the employee’s name, job title or description, employer, location, salary level (including

any bonus commission, deferred compensation or other remuneration payable (other than any such arrangements under which payments are

at the discretion of the Matinas Companies)), and (ii) any bonus, commission or other remuneration other than salary paid during the

calendar year ending December 31, 2025, and (iii) any wages, salary, bonus, commission or other compensation due and owing to each employee

during or for the calendar year ending December 31, 2025. Except as set forth on Schedule 4.18(c), (A) no employee is a party

to a written employment Contract with a Matinas Company and each is employed “at will”, and (B) the Matinas Companies have

paid in full to all their employees all wages, salaries, commission, bonuses and other compensation due to their employees, including

overtime compensation, and no Matinas Company has any obligation or Liability (whether or not contingent) with respect to severance payments

to any such employees under the terms of any written or, to Matinas’s Knowledge, oral agreement, or commitment or any applicable

Law, custom, trade or practice. Except as set forth in Schedule 4.18(c), each Matinas Company employee has entered into Matinas’s

standard form of employee non-disclosure, inventions and restrictive covenants agreement with a Matinas Company (whether pursuant to

a separate agreement or incorporated as part of such employee’s overall employment agreement), a copy of which has been made available

to GH Power by Matinas.

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(d)

Schedule 4.18(d) contains a list of all individuals providing services to a Matinas Company as independent contractors (including

consultants) who are currently engaged by any Matinas Company, along with the position, the entity engaging such Person, date of retention

and rate of remuneration for each such Person. Except as set forth on Schedule 4.18(d), all of such independent contractors are

a party to a written Contract with a Matinas Company. Except as set forth on Schedule 4.18(d), each such independent contractor

has entered into customary covenants regarding confidentiality, non-competition and assignment of inventions and copyrights in such Person’s

agreement with a Matinas Company, a copy of which has been provided to GH Power by Matinas. For the purposes of applicable Law, including

the Code, all independent contractors who are currently, or within the last six (6) years have been, engaged by a Matinas Company are

bona fide independent contractors and not employees of a Matinas Company. Except as set forth on Schedule 4.18(d), each independent

contractor is terminable on fewer than thirty (30) days’ notice, without any obligation of any Matinas Company to pay severance

or a termination fee.

4.19

Benefit Plans.

(a)

Set forth on Schedule 4.19(a) is a true and complete list of each Benefit Plan that is maintained, contributed to, required to

be contributed to, or sponsored by Matinas or any Matinas Company for the benefit of any current or former employee, officer, director

or consultant, or under which Matinas or any Matinas Company has any material liability (each, a “Matinas Benefit Plan”).

(b)

With respect to each Matinas Benefit Plan that is not a PEO Plan, and with respect to a Matinas Benefit Plan that is a PEO Plan that

has been provided to Matinas, Matinas has made available to GH Power accurate and complete copies, if applicable, of: (i) the current

plan documents and currently effective related trust agreements or annuity Contracts (including any amendments, modifications or supplements

thereto), and written descriptions of the material terms of any Matinas Benefit Plans which are not in writing; (ii) the most recent

actuarial valuation; (iii) the most recent summary plan description; (iv) a copy of the most recently filed Form 5500 annual report and

accompanying schedules; (v) copy of the most recently received IRS determination, opinion or advisory letter; (vi) the three (3) most

recent nondiscrimination testing reports; and (vii) all material non-routine communications with any Governmental Authority within the

past three (3) years concerning any matter that is still pending or for which a Matinas Company has any outstanding Liability or obligation.

(c)

With respect to each Matinas Benefit Plan: (i) such Matinas Benefit Plan other than a PEO Plan, and to the Knowledge of Matinas, each

Matinas Benefit Plan that is a PEO Plan, has been administered and enforced in all material respects in accordance with its terms and

the requirements of all applicable Laws, and has been maintained, where required, in good standing with applicable regulatory authorities

and Governmental Authorities; (ii) to the Knowledge of Matinas, no breach of fiduciary duty has occurred; (iii) no Action is pending,

or to Matinas’s Knowledge, threatened (other than routine claims for benefits arising in the ordinary course of administration);

and (iv) all contributions, premiums and other payments (including any special contribution, interest or penalty) required to be made

with respect to a Matinas Benefit Plan other than PEO Plans, and to the Knowledge of Matinas, Matinas Benefit Plans that are PEO Plans,

have in all material respects been timely made.

(d)

No Matinas Company has any commitment to modify, change or terminate any Matinas Benefit Plan, other than with respect to a modification,

change or termination required by ERISA or the Code, or other applicable Law.

(e)

None of the Matinas Benefit Plans is or has at any time during the past six (6) years been, nor does any Matinas Company or any ERISA

Affiliate (as hereinafter defined) have or reasonably expect to have any liability or obligation under (i) a multiemployer plan (within

the meaning of Section 3(37) or 4001(a)(3) of ERISA), (ii) a single employer pension plan (within the meaning of Section 4001(a)(15)

of ERISA) subject to Section 412 of the Code or Title IV of ERISA, (iii) a multiple employer plan subject to Section 413(c) of the Code,

(iv) a multiple employer welfare arrangement under ERISA, or (v) a voluntary employees’ beneficiary association as defined in Section

501(c)(9) of the Code. For purposes of this Agreement, “ERISA Affiliate” means any entity that together with

any Matinas Company is a “single employer” for purposes of Section 4001(b)(1) of ERISA or Sections 414(b), (c), (m) or (o)

of the Code.

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(f)

Except as set forth on Schedule 4.19(f), Matinas is not, nor will be, obligated, whether under any Matinas Benefit Plan or otherwise,

to pay separation, severance, termination or similar benefits to any Person as a result of any Transaction, nor will any Transaction

accelerate the time of payment or vesting, or increase the amount, of any benefit or other compensation due to any Person. Except as

set forth on Schedule 4.19(f), the Transactions shall not be the direct or indirect cause of any amount paid or payable by Matinas

being classified as an “excess parachute payment” under Section 280G of the Code and no arrangement exists pursuant to which

Matinas or any Matinas Company will be required to “gross up” or otherwise compensate any Person because of the imposition

of any excise tax under Section 4999 on a payment to such Person.

(g)

None of the Matinas Benefit Plans provides medical or other welfare benefits to any current or former employee, officer, director or

consultant of Matinas or any Matinas Company after termination of employment or service except: (i) as may be required under Section

4980B of the Code and/or Part 6 of Title I of ERISA and the regulations thereunder or any similar state law; (ii) benefits through the

end of the month of termination of employment; (iii) death or disability benefits attributable to deaths or disabilities occurring at

or prior to termination of employment; and (iv) post-termination benefits from an insurer during any period to convert a group Matinas

Benefit Plan to an individual plan.

(h)

Each Matinas Benefit Plan that is intended to be qualified under Section 401(a) of the Code has (i) timely received a favorable determination

letter from the IRS that the Plan is so qualified and each trust established in connection with such Plan is exempt from federal income

Tax under Section 501(a) of the Code or (ii) is entitled to rely on a favorable opinion or advisory letter from the IRS, and, to the

Knowledge of Matinas, no fact or event has occurred since the date of such determination, opinion, or advisory letter or letters from

the IRS that would adversely affect the qualified status of any such Plan or the exempt status of any such trust.

(i)

There has not been any non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) nor

any reportable events (within the meaning of Section 4043 of ERISA) with respect to any Matinas Benefit Plan, or to the Knowledge of

Matinas with respect to any Matinas Benefit Plans that is a PEO Plan, that could reasonably be expected to result in material liability

to Matinas or any Matinas Company.

(j)

Matinas has with respect to Matinas Benefit Plans other than PEO Plans, and to the Knowledge of Matinas, with respect to Matinas Benefit

Plans that are PEO Plans have, complied in all material respects with the notice and continuation coverage requirements, and all other

requirements, of Section 4980B of the Code and Parts 6 and 7 of Title I of ERISA, and the regulations thereunder, with respect to each

Matinas Benefit Plan that is, or was during any taxable year for which the statute of limitations on the assessment of federal income

Taxes remains open, by consent or otherwise, a group health plan within the meaning of Section 5000(b)(1) of the Code.

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(k)

With respect to Matinas Benefit Plans other than PEO Plans, and to the Knowledge of Matinas with respect to Matinas Benefit Plans that

are PEO Plans, (i) Matinas and each Matinas Benefit Plan that is a “group health plan” as defined in Section 733(a)(1) of

ERISA (each, a “Health Plan”) is and has been for the past six (6) years in compliance, in all material respects,

with the Patient Protection and Affordable Care Act of 2010, and (ii) no event has occurred, and no condition or circumstance exists,

that would subject Matinas or any Health Plan to any material liability for penalties or excise Taxes under Sections 4980D or 4980H of

the Code.

(l)

Each Matinas Benefit Plan that constitutes a nonqualified deferred compensation plan subject to Section 409A of the Code has been administered

and operated, in all material respects, in compliance since January 1, 2005 with the operational and, since January 1, 2009, the documentary

requirements of Section 409A of the Code and the Treasury Regulations thereunder. To the Knowledge of Matinas, all stock options or other

equity-based awards that have been issued or granted by Matinas are in compliance with, or exempt from, Section 409A of the Code. There

is no Contract or plan to which Matinas or any Matinas Company is a party or by which it is bound to gross up any employee, consultant,

director, or other Person for penalty taxes paid pursuant to Section 409A of the Code.

4.20

Environmental Matters.

(a)

Each Matinas Company is and has been in compliance in all material respects with all applicable Environmental Laws, including obtaining,

maintaining in good standing, and complying in all material respects with all Permits required for its business and operations by Environmental

Laws (“Environmental Permits”), no Action is pending or, to Matinas’s Knowledge, threatened to revoke,

modify, or terminate any such Environmental Permit, and, to Matinas’s Knowledge, no facts, circumstances, or conditions currently

exist that could adversely affect such continued compliance with Environmental Laws and Environmental Permits or require capital expenditures

to achieve or maintain such continued compliance with Environmental Laws and Environmental Permits.

(b)

No Matinas Company is the subject of any outstanding Order or Contract with any Governmental Authority or other Person in respect of

any (i) Environmental Laws, (ii) Remedial Action, or (iii) Release or threatened Release of a Hazardous Material. No Matinas Company

has assumed, contractually or by operation of Law, any Liabilities or obligations under any Environmental Laws.

(c)

No Action has been made or is pending, or to Matinas’s Knowledge, threatened, against any Matinas Company or any assets of a Matinas

Company alleging either or both that a Matinas Company may be in material violation of any Environmental Law or Environmental Permit

or may have any material Liability under any Environmental Law.

(d)

No Matinas Company has manufactured, treated, stored, disposed of, arranged for or permitted the disposal of, generated, handled or Released

any Hazardous Material, or owned or operated any property or facility, in a manner that has given or would reasonably be expected to

give rise to any material Liability or obligation under applicable Environmental Laws. No fact, circumstance, or condition exists in

respect of any Matinas Company or any property currently or formerly owned, operated, or leased by any Matinas Company or any property

to which a Matinas Company arranged for the disposal or treatment of Hazardous Materials that could reasonably be expected to result

in a Matinas Company incurring any material Environmental Liabilities.

(e)

There is no investigation of the business, operations, or currently owned, operated, or leased property of a Matinas Company or, to Matinas’s

Knowledge, previously owned, operated, or leased property of a Matinas Company pending or, to Matinas’s Knowledge, threatened that

could lead to the imposition of any Liens under any Environmental Law or material Environmental Liabilities.

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(f)

To the Knowledge of Matinas, there is not located at any of the properties of a Matinas Company any (i) underground storage tanks, (ii)

asbestos-containing material, or (iii) equipment containing polychlorinated biphenyls.

(g)

Matinas has provided to GH Power all environmentally related site assessments, audits, studies, reports, analyses and results of investigations

that have been performed in respect of the currently or previously owned, leased, or operated properties of any Matinas Company.

4.21

Transactions with Related Persons. Except as set forth on Schedule 4.20, no Matinas Company nor any of its Affiliates,

nor any officer, director, manager, employee, trustee or beneficiary of a Matinas Company or any of its Affiliates, nor any immediate

family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person) (each of the foregoing, a

“Related Person”) is presently, or in the past three (3) years has been, a party to any transaction with a

Matinas Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers,

directors or employees of the Matinas Company), (b) providing for the rental of real property or Personal Property from or (c) otherwise

requiring payments to (other than for services or expenses as directors, officers or employees of the Matinas Company in the ordinary

course of business consistent with past practice) any Related Person or any Person in which any Related Person has an interest as an

owner, officer, manager, director, trustee or partner or in which any Related Person has any direct or indirect interest (other than

the ownership of securities representing no more than two percent (2%) of the outstanding voting power or economic interest of a publicly

traded company). Except as set forth on Schedule 4.20, no Matinas Company has outstanding any Contract or other arrangement or

commitment with any Related Person, and no Related Person owns any real property or Personal Property, or right, tangible or intangible

(including Intellectual Property) which is used in the business of any Matinas Company. The assets of the Matinas Companies do not include

any receivable or other obligation from a Related Person, and the liabilities of the Matinas Companies do not include any payable or

other obligation or commitment to any Related Person. Schedule 4.20 specifically identifies all Contracts, arrangements or commitments

set forth on such Schedule 4.20 that cannot be terminated upon sixty (60) days’ notice by the Matinas Companies without

cost or penalty.

4.22

Investment Company Act. Matinas is not an “investment company” or a Person directly or indirectly “controlled”

by or acting on behalf of an “investment company”, in each case within the meaning of the Investment Company Act.

4.23

Finders and Brokers. Except as set forth on Schedule 4.23, no broker, finder or investment banker is entitled to any brokerage,

finder’s or other fee or commission from Matinas, Pubco, the Matinas Companies or any of their respective Affiliates in connection

with the Transactions contemplated hereby based upon arrangements made by or on behalf of Matinas.

4.24

Certain Business Practices.

(a)

Neither Matinas, nor any of its Representatives acting on its behalf, has (i) used any funds for unlawful contributions, gifts, entertainment

or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials

or employees, to foreign or domestic political parties or campaigns or violated any provision of the U.S. Foreign Corrupt Practices Act

of 1977 or any other local or foreign anti-corruption or bribery Law, (iii) made any other unlawful payment or (iv) since January 1,

2021, directly or indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer, supplier,

governmental employee or other Person who is or may be in a position to help or hinder Matinas or assist it in connection with any actual

or proposed transaction.

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(b)

The operations of Matinas are and have been conducted at all times in material compliance with money laundering statutes in all applicable

jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered

or enforced by any Governmental Authority, and no Action involving Matinas with respect to any of the foregoing is pending or, to the

Knowledge of Matinas, threatened.

(c)

None of Matinas or any of its directors or officers, or, to the Knowledge of Matinas, any other Representative acting on behalf of Matinas,

is currently identified on the specially designated nationals or other blocked person list or otherwise currently subject to any U.S.

sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), and

Matinas has not, directly or indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any Subsidiary,

joint venture partner or other Person, in connection with any sales or operations in any other country sanctioned by OFAC or for the

purpose of financing the activities of any Person currently subject to, or otherwise in violation of, any U.S. sanctions administered

by OFAC in the last five (5) fiscal years.

(d)

None of the Matinas Companies or any of their respective directors, officers, general partners or managing members (collectively, the

“Regulation D Covered Persons”) is subject to a conviction, order, judgment, decree, act or any other measure,

determination or other disqualifying event described in paragraph (d)(1) of Rule 506 of Regulation D of the Securities Act other than

any such event covered by Rule 506(d)(2)(ii)-(iii) of Regulation D of the Securities Act (a “Disqualifying Event”),

and, to the Knowledge of Matinas, there is no inquiry, investigation, proceeding or action pending against any Regulation D Covered Person

that could reasonably be expected to result in a Disqualifying Event.

4.25

Business Insurance.

(a)

Schedule 4.25(a) lists all insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium and

type of policy) held by a Matinas Company relating to a Matinas Company or its business, properties, assets, directors, officers and

employees, copies of which have been provided to GH Power. All premiums due and payable under all such insurance policies have been timely

paid and the Matinas Companies are otherwise in material compliance with the terms of such insurance policies. Each such insurance policy

(i) is legal, valid, binding, enforceable and in full force and effect and (ii) will continue to be legal, valid, binding, enforceable,

and in full force and effect on identical terms following the Closing. No Matinas Company has any self-insurance or co-insurance programs.

Since January 1, 2021, no Matinas Company has received any notice from, or on behalf of, any insurance carrier relating to or involving

any adverse change or any change other than in the ordinary course of business, in the conditions of insurance, any refusal to issue

an insurance policy or non-renewal of a policy.

(b)

Schedule 4.25(b) identifies each individual insurance claim in excess of $50,000 made by a Matinas Company since January 1, 2021.

Each Matinas Company has reported to its insurers all claims and pending circumstances that would reasonably be expected to result in

a claim, except where such failure to report such a claim would not be reasonably likely to be material to the Matinas Companies. To

the Knowledge of Matinas, no event has occurred, and no condition or circumstance exists, that would reasonably be expected to (with

or without notice or lapse of time) give rise to or serve as a basis for the denial of any such insurance claim. No Matinas Company has

made any claim against an insurance policy as to which the insurer is denying coverage.

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4.26

Independent Investigation. Matinas has conducted its own independent investigation, review and analysis of the business, results

of operations, condition (financial or otherwise) or assets of the GH Power Companies, Pubco and the Merger Subs and acknowledges that

it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data

of the GH Power Companies, Pubco and the Merger Subs for such purpose. Matinas acknowledges and agrees that: (a) in making its decision

to enter into this Agreement and to consummate the Transactions contemplated hereby, it has relied solely upon its own investigation

and the express representations and warranties of GH Power, Pubco and the Merger Subs set forth in this Agreement (including the related

portions of GH Power Disclosure Schedules) and in any certificate delivered to Matinas pursuant hereto, and the information provided

by or on behalf of GH Power, Pubco or any Merger Sub for the Registration Statement; and (b) none of GH Power, Pubco or any Merger Sub

or their respective Representatives have made any representation or warranty as to the GH Power Companies, Pubco or the Merger Subs or

this Agreement, except as expressly set forth in this Agreement (including the related portions of GH Power Disclosure Schedules) or

in any certificate delivered to Matinas pursuant hereto.

4.27

FDA. As to each product subject to the jurisdiction of the U.S. Food and Drug Administration (“FDA”)

under the Federal Food, Drug and Cosmetic Act, as amended, and the regulations thereunder (“FDCA”) that is

manufactured, packaged, labeled, tested, distributed, sold, and/or marketed by any Matinas Company (each such product, a “Pharmaceutical

Product”), such Pharmaceutical Product is being manufactured, packaged, labeled, tested, distributed, sold and/or marketed

by Matinas in compliance with all applicable requirements under the FDCA and similar laws, rules and regulations relating to registration,

investigational use, premarket clearance, licensure, or application approval, good manufacturing practices, good laboratory practices,

good clinical practices, record keeping and filing of reports, except where the failure to be in compliance would not have a Material

Adverse Effect. There is no pending, completed or, to Matinas’s knowledge, threatened, action (including any lawsuit, arbitration,

or legal or administrative or regulatory proceeding, charge, complaint, or investigation) against any Matinas Company, and none of the

Matinas Companies has received any notice, warning letter or other communication from the FDA or any other governmental entity, which

(i) (ii) imposes a clinical hold on any clinical investigation by any Matinas Company, (iii) enjoins production at any facility of any

Matinas Company, (iv) enters or proposes to enter into a consent decree of permanent injunction with any Matinas Company, or (v) otherwise

alleges any violation of any laws, rules or regulations by any Matinas Company, and which, either individually or in the aggregate, would

have a Material Adverse Effect. The properties, business and operations of Matinas have been and are being conducted in all material

respects in accordance with all applicable laws, rules and regulations of the FDA. Matinas has not been informed by the FDA that the

FDA will prohibit the marketing, sale, license or use in the United States of any product proposed to be developed, produced or marketed

by Matinas.

Article

REPRESENTATIONS AND WARRANTIES OF PUBCO AND THE MERGER SUBS

Pubco

represents and warrants to GH Power and Matinas, as of the date hereof and as of the Closing, as follows:

5.1

Organization and Standing. Pubco is duly incorporated as a company, validly existing and in good standing under the laws of the

Province of Ontario. Merger Sub A is a corporation duly incorporated, validly existing and in good standing under the Laws of the Province

of Ontario. Merger Sub B is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware.

Each of Pubco, Merger Sub A and Merger Sub B has all requisite corporate power and authority to own, lease and operate its properties

and to carry on its business as now being conducted. Each of Pubco, Merger Sub A and Merger Sub B is duly qualified or licensed and in

good standing to do business in each jurisdiction in which the character of the property owned, leased or operated by it or the nature

of the business conducted by it makes such qualification or licensing necessary. Pubco has heretofore made available to Matinas accurate

and complete copies of the Organizational Documents of Pubco and the Merger Subs, each as currently in effect. Neither Pubco nor any

Merger Sub is in violation of any provision of its Organizational Documents.

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5.2

Authorization; Binding Agreement. Subject to the Pubco Charter becoming effective, each of Pubco, Merger Sub A and Merger Sub

B has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a

party, to perform its obligations hereunder and thereunder and to consummate the Transactions contemplated hereby and thereby. The execution

and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the Transactions contemplated

hereby and thereby have been duly and validly authorized by the board of directors and shareholders of Pubco, Merger Sub A and Merger

Sub B and no other corporate proceedings, other than as expressly set forth elsewhere in the Agreement, on the part of Pubco, Merger

Sub A or Merger Sub B are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it

is a party or to consummate the Transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to

which Pubco, Merger Sub A and Merger Sub B is a party has been or shall be when delivered, duly and validly executed and delivered by

such Party and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties

hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of such Party, enforceable against

such Party in accordance with its terms, subject to the Enforceability Exceptions.

5.3

Governmental Approvals.

(a)

No Consent of or with any Governmental Authority, on the part of Pubco, Merger Sub A or Merger Sub B is required to be obtained or made

in connection with the execution, delivery or performance by such Party of this Agreement and each Ancillary Document to which it is

a party or the consummation by such Party of the Transactions contemplated hereby and thereby, other than (a) such filings as contemplated

by this Agreement, (b) any filings required with the NYSE or the SEC with respect to the Transactions contemplated by this Agreement,

(c) applicable requirements, if any, of the Securities Act, the Exchange Act, and/ or any state “blue sky” securities Laws,

and the rules and regulations thereunder, and (d) where the failure to obtain or make such Consents or to make such filings or notifications,

would not reasonably be expected to have a Material Adverse Effect on Pubco or each Merger Sub, as applicable.

(b)

The enterprise value of the Parties being acquired, calculated in accordance with the Investment Canada Act, is less than the applicable

threshold of the Investment Canada Act. None of Merger Sub A nor GH Power and its Subsidiaries are engaged in (i) any of the activities

identified under section 14.1(6) of the Investment Canada Act as constituting a “cultural business”, or a business that falls

within a specific type of business activity that is related to Canada’s cultural heritage or national identity as prescribed under

the Investment Canada Act, or (ii) any of the activities identified in section 8 of the Guidelines on the National Security Review of

Investments issued under the Investment Canada Act.

(c)

None of the Parties have assets in Canada or gross revenue from sales in or from Canada greater than $93,000,000 as calculated in accordance

with the Competition Act. The Parties and their “affiliates” (as such term is defined in the Competition Act) (i) do not

have assets in Canada that exceed CAD$400,000,000, determined as prescribed and (ii) did not have gross revenues from sales in, from

or into Canada, determined for such period and in such matter as prescribed, that exceed CAD$400,000,000 in aggregate value.

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5.4

Non-Contravention. The execution and delivery by Pubco and each Merger Sub of this Agreement and each Ancillary Document to which

it is a party, the consummation by such Party of the Transactions contemplated hereby and thereby, and compliance by such Party with

any of the provisions hereof and thereof, will not (a) subject to the Pubco Charter becoming effective, conflict with or violate any

provision of such Party’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred

to in Section 4.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or

waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to such Party or any of its properties or

assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse

of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification

of, (iv) accelerate the performance required by such Party under, (v) result in a right of termination or acceleration under, (vi) give

rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon any of the properties

or assets of such Party under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person

or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery

schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any

of the terms, conditions or provisions of, any material Contract of such Party, except for any deviations from any of the foregoing clauses

(a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on Pubco or any Merger Sub, as applicable.

5.5

Capitalization. As of the date hereof, (i) Pubco is authorized to issue an unlimited number of Pubco Common Shares and an unlimited

number of Pubco Preferred Shares, issuable in series, of which one Pubco Common Share is issued and outstanding, the ownership of which

is set forth on Schedule 5.5, and no Pubco Preferred Shares are issued and outstanding, (ii) Merger Sub A is authorized to issue

an unlimited number of shares of Merger Sub A Common Shares, of which one share is issued and outstanding, and all of which are owned

by Pubco, and (iii) Merger Sub B is authorized to issue 5,000 shares of Merger Sub B Common Stock, of which 5,000 shares are issued and

outstanding, and all of which are owned by Pubco. Prior to giving effect to the Transactions contemplated by this Agreement, other than

the Merger Subs, Pubco does not have any Subsidiaries or own any equity interests in any other Person. Pubco qualifies as a foreign private

issuer pursuant to Rule 3b-4 of the Exchange Act.

5.6

Pubco and Merger Sub Activities. Since their incorporation, Pubco and the Merger Subs have not engaged in any business activities

other than as contemplated by this Agreement, do not own directly or indirectly any ownership, equity, profits or voting interest in

any Person (other than Pubco’s 100% ownership of the Merger Subs) and have no assets or Liabilities except those incurred in connection

with this Agreement and the Ancillary Documents to which they are a party and the Transactions, and, other than this Agreement and the

Ancillary Documents to which they are a party, Pubco and each Merger Sub are not party to or bound by any Contract.

5.7

Tax and Legal Matters.

(a)

To the Knowledge of Pubco, no shareholder of Pubco is subject to a binding commitment or has otherwise agreed to sell, exchange, transfer

by gift or otherwise dispose of any of the shares of Pubco, or take any other action that would be reasonably likely to prevent, taken

together, the Merger and the Amalgamation from qualifying as a transaction described in Section 351 of the Code.

(b)

None of Pubco, each Merger Sub, nor any of the respective Affiliates of any such Persons have taken or have agreed to take any action,

or is aware of any fact or circumstance, that would be reasonably likely to prevent, taken together, the Merger and the Amalgamation

from qualifying as an exchange described in Section 351 of the Code.

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(c)

As a result of the Amalgamation, Pubco will satisfy the “active trade or business test” as defined in Treasury Regulation

Section 1.367(a)-3(c)(3), including, without limitation, the requirements that (i) Pubco be engaged, directly or indirectly through a

qualified subsidiary or qualified partnership, in an active trade or business for the entire thirty-six (36) month period immediately

preceding the Transactions, (ii) Pubco has no intention at the time of the Transactions to dispose of or discontinue such trade or business,

and (iii) the substantiality test (as defined in Treasury Regulation Section 1.367(a)-3(c)(3)(iii)) will be satisfied.

5.8

Finders and Brokers. Except as set forth on Schedule 5.8, no broker, finder or investment banker is entitled to any brokerage,

finder’s or other fee or commission from the GH Power Companies, Pubco, the Matinas Companies or any of their respective Affiliates

in connection with the Transactions contemplated hereby based upon arrangements made by or on behalf of Pubco or each Merger Sub.

5.9

Investment Company Act. Pubco is not an “investment

company” or, a Person directly or indirectly controlled by or acting on behalf of an “investment company”, in each

case within the meaning of the Investment Company Act.

5.10

Information Supplied. None of the information supplied or to be supplied by Pubco or each Merger Sub expressly for inclusion or

incorporation by reference: (a) in any Current Report on Form 8-K or 6-K, and any exhibits thereto or any other report, form, registration

or other filing made with any Governmental Authority (including the SEC) with respect to the Transactions contemplated by this Agreement

or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to Matinas’s or Pubco’s

shareholders and/or prospective investors with respect to the consummation of the Transactions contemplated by this Agreement or in any

amendment to any of the documents identified in (a) through (c), will, when filed, made available, mailed or distributed, as the case

may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary

in order to make the statements therein, in light of the circumstances under which they are made, not misleading. None of the information

supplied or to be supplied by Pubco or Merger Sub expressly for inclusion or incorporation by reference in any of the Signing Press Release,

the Signing Filing, the Closing Filing and the Closing Press Release will, when filed or distributed, as applicable, contain any untrue

statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements

therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, neither Pubco nor Merger

Sub makes any representation, warranty or covenant with respect to any information supplied by or on behalf of Matinas, the GH Power

Companies or any of their respective Affiliates.

5.11

Independent Investigation. Each of Pubco and each Merger Sub has conducted its own independent investigation, review and analysis

of the business, results of operations, condition (financial or otherwise) or assets of the GH Power Companies and Matinas and acknowledges

that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and

data of the GH Power Companies and Matinas for such purpose. Each of Pubco and each Merger Sub acknowledges and agrees that: (a) in making

its decision to enter into this Agreement and to consummate the Transactions contemplated hereby, it has relied solely upon its own investigation

and the express representations and warranties of GH Power and Matinas set forth in this Agreement (including the related portions of

GH Power Disclosure Schedules and the Matinas Disclosure Schedules) and in any certificate delivered to Pubco or any Merger Sub pursuant

hereto, and the information provided by or on behalf of GH Power or Matinas for the Registration Statement; and (b) none of GH Power,

Matinas or their respective Representatives have made any representation or warranty as to the GH Power Companies, Matinas or this Agreement,

except as expressly set forth in this Agreement (including the related portions of GH Power Disclosure Schedules and the Matinas Disclosure

Schedules) or in any certificate delivered to Pubco or either Merger Sub pursuant hereto.

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Article

REPRESENTATIONS AND WARRANTIES OF GH POWER

Except

as set forth in the disclosure schedules delivered by GH Power to Matinas on the date hereof (the “GH Power Disclosure Schedules”),

the Section numbers of which are numbered to correspond to the Section numbers of this Agreement to which they refer, GH Power hereby

represents and warrants to Matinas and Pubco, as of the date hereof and as of the Closing, as follows:

6.1

Organization and Standing. GH Power is a company duly incorporated, validly existing and in good standing under the laws of the

Province of Ontario and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its

business as now being conducted. Each other GH Power Company is a corporation or other entity duly formed, validly existing and in good

standing under the Laws of its jurisdiction of organization and has all requisite corporate power and authority to own, lease and operate

its properties and to carry on its business as now being conducted. Each GH Power Company is duly qualified or licensed and in good standing

in the jurisdiction in which it is incorporated or registered and in each other jurisdiction where it does business or operates to the

extent that the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification

or licensing necessary. Schedule 6.1 lists all jurisdictions in which any GH Power Company is qualified to conduct business and

all names other than its legal name under which any GH Power Company does business. GH Power has provided to Matinas accurate and complete

copies of the Organizational Documents of each GH Power Company, each as amended to date and as currently in effect. No GH Power Company

is in violation of any provision of its Organizational Documents.

6.2

Authorization; Binding Agreement. GH Power has all requisite corporate power and authority to execute and deliver this Agreement

and each Ancillary Document to which it is or is required to be a party, to perform GH Power’s obligations hereunder and thereunder

and to consummate the Transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document

to which GH Power is or is required to be a party and the consummation of the Transactions contemplated hereby and thereby, (a) have

been duly and validly authorized by the board of directors and shareholders of GH Power in accordance with GH Power’s Organizational

Documents, the laws of its jurisdiction of incorporation or formation, any other applicable Law and any Contract to which GH Power or

any of its shareholders are party or bound and (b) no other corporate proceedings on the part of GH Power are necessary to authorize

the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Transactions contemplated

hereby and thereby. This Agreement has been, and each Ancillary Document to which GH Power is or is required to be a party shall be when

delivered, duly and validly executed and delivered by GH Power Party and assuming the due authorization, execution and delivery of this

Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the

legal, valid and binding obligation of GH Power, enforceable against GH Power in accordance with its terms, subject to the Enforceability

Exceptions.

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6.3

Capitalization.

(a)

The issued shares in the capital of GH Power consist of (i) 603,619,540 Class A Common Shares, (ii) 173,810,000 Class B Common Shares,

(iii) 3,641,000 Series A Preferred Shares, and (iv) 350,000 Series B Preferred Shares and there is no other issued shares in the capital

of GH Power. The GH Power shareholders are the legal (registered) and beneficial owners of all of the issued and outstanding GH Power

Shares and GH Power Preferred Shares, with each shareholder owning GH Power Shares and/or GH Power Preferred Shares set forth on Schedule

6.3(a), all of which GH Power Shares and GH Power Preferred Shares are owned by such shareholders free and clear of any Liens other

than those imposed under GH Power Organizational Documents and applicable securities Laws. Schedule 6.3(a) also sets forth as

of the date of this Agreement, the amount of any accrued dividends payable in accordance with GH Power’s Organizational Documents

to the holders of GH Power Preferred Shares in preference to holders of GH Power Common Shares. After giving effect to the Amalgamation,

Pubco shall own all of the issued and outstanding shares in the capital of the Canada Surviving Corporation free and clear of any Lien.

All of the issued shares and other equity interests of GH Power have been duly authorized, are fully paid and non-assessable and not

in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision

of the laws of its jurisdiction of incorporation or formation, any other applicable Law, GH Power’s Organizational Documents or

any Contract to which GH Power is a party or by which GH Power or its securities are bound. GH Power does not, directly or indirectly,

hold any of its shares or other equity interests in treasury.

(b)

Except as set forth in Schedule 6.3(a) or Schedule 6.3(b), there are no (i) outstanding options, warrants, puts, calls,

convertible securities, preemptive or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights

or that are convertible or exchangeable into securities having such rights or (iii) subscriptions or other rights, agreements, arrangements,

Contracts or commitments of any character (other than this Agreement and the Ancillary Documents), (A) relating to the issued or unissued

securities of GH Power or (B) obligating GH Power to issue, transfer, deliver or sell or cause to be issued, transferred, delivered,

sold or repurchased any options or shares or securities convertible into or exchangeable for such securities, or (C) obligating GH Power

to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for

such capital shares. There are no outstanding obligations of GH Power to repurchase, redeem or otherwise acquire any shares of GH Power

or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Person. Except as set forth

in Schedule 6.3(b), there are no shareholders’ agreements, voting trusts or other agreements or understandings to which

GH Power is a party with respect to the voting of any shares of GH Power.

(c)

All Indebtedness of GH Power as of the date of this Agreement is disclosed on Schedule 6.3(c). No Indebtedness of GH Power contains

any restriction upon: (i) the prepayment of any such Indebtedness, (ii) the incurrence of Indebtedness by GH Power, (iii) the ability

of GH Power to grant any Lien on its properties or assets, or (iv) the consummation of the Transactions.

(d)

Since January 1, 2021, GH Power has not declared or paid any distribution or dividend in respect of its shares and has not repurchased,

redeemed or otherwise acquired any shares in the capital of GH Power, and the board of directors of GH Power has not authorized any of

the foregoing.

6.4

Subsidiaries. Schedule 6.4 sets forth the name of each Subsidiary of GH Power, and with respect to each Subsidiary (a)

its jurisdiction of organization, (b) its authorized shares or other equity interests (if applicable), and (c) the number of issued and

outstanding shares or other equity interests and the record holders and beneficial owners thereof. All of the outstanding equity securities

of each Subsidiary of GH Power are duly authorized and validly issued, fully paid and non-assessable (if applicable), and were offered,

sold and delivered in compliance with all applicable securities Laws, and owned by one or more of the GH Power Companies free and clear

of all Liens (other than those, if any, imposed by such Subsidiary’s Organizational Documents). There are no Contracts to which

GH Power or any of its Affiliates is a party or bound with respect to the voting (including voting trusts or proxies) of the equity interests

of any Subsidiary of GH Power other than the Organizational Documents of any such Subsidiary. There are no outstanding or authorized

options, warrants, rights, agreements, subscriptions, convertible securities or commitments to which any Subsidiary of GH Power is a

party or which are binding upon any Subsidiary of GH Power providing for the issuance or redemption of any equity interests of any Subsidiary

of GH Power. There are no outstanding equity appreciation, phantom equity, profit participation or similar rights granted by any Subsidiary

of GH Power. Except as set forth in Schedule 6.4, no Subsidiary of GH Power has any limitation, whether by Contract, Order or

applicable Law, on its ability to make any distributions or dividends to its equity holders or repay any debt owed to another GH Power

Company. Except for the equity interests of the Subsidiaries listed on Schedule 6.4, GH Power does not own or have any rights

to acquire, directly or indirectly, any equity interests of, or otherwise Control, any Person. No GH Power Company is a participant in

any joint venture, partnership or similar arrangement. There are no outstanding contractual obligations of a GH Power Company to provide

funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person.

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6.5

Governmental Approvals.

(a)

No Consent of or with any Governmental Authority on the part of GH Power is required to be obtained or made in connection with the execution,

delivery or performance by GH Power of this Agreement and each Ancillary Document to which it is a party or the consummation by Matinas

of the Transactions contemplated hereby and thereby, other than (a) such filings as are contemplated by this Agreement, (b) any filings

required with NYSE or the SEC with respect to the Transactions, (c) applicable requirements, if any, of the Securities Act, the Exchange

Act, and/or any state “blue sky” securities Laws, and the rules and regulations thereunder, and (d) where the failure to

obtain or make such Consents or to make such filings or notifications would not reasonably be expected to have a Material Adverse Effect

on GH Power.

(b)

The enterprise value of the Parties being acquired, calculated in accordance with the Investment Canada Act, is less than the applicable

threshold of the Investment Canada Act. None of Merger Sub A nor GH Power and its Subsidiaries are engaged in (i) any of the activities

identified under section 14.1(6) of the Investment Canada Act as constituting a “cultural business”, or a business that falls

within a specific type of business activity that is related to Canada’s cultural heritage or national identity as prescribed under

the Investment Canada Act, or (ii) any of the activities identified in section 8 of the Guidelines on the National Security Review of

Investments issued under the Investment Canada Act.

(c)

None of the Parties have assets in Canada or gross revenue from sales in or from Canada greater than $93,000,000 as calculated in accordance

with the Competition Act. The Parties and their “affiliates” (as such term is defined in the Competition Act) (i) do not

have assets in Canada that exceed CAD$400,000,000, determined as prescribed and (ii) did not have gross revenues from sales in, from

or into Canada, determined for such period and in such matter as prescribed, that exceed CAD$400,000,000 in aggregate value.

6.6

Non-Contravention. Except as otherwise described in Schedule 6.6, the execution and delivery by GH Power (or any other

GH Power Company, as applicable) of this Agreement and each Ancillary Document to which it is a party, the consummation by any GH Power

Company of the Transactions contemplated hereby and thereby and the compliance by any GH Power Company with any of the provisions hereof

and thereof, will not (a) conflict with or violate any provision of any GH Power Company’s Organizational Documents, (b) subject

to obtaining the Consents from Governmental Authorities referred to in Section 6.5 hereof, the waiting periods referred to therein

having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order

or Consent applicable to any GH Power Company or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach

of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result

in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by any GH Power

Company under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide

compensation under, (vii) result in the creation of any Lien upon any of the properties or assets of any GH Power Company under, (viii)

give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to

declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or

performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions

of any GH Power Material Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably

be expected to have a Material Adverse Effect on GH Power.

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6.7

Financial Statements.

(a)

As used herein, the term “GH Power Financials” means (i) the GH Power prepared unaudited consolidated financial

statements of the GH Power Companies (including, in each case, any related notes thereto), consisting of the consolidated balance sheet

of the GH Power Companies as of December 31, 2025 (the “GH Power Balance Sheet Date”; such date, the “GH

Power Balance Sheet Date”), and the related consolidated income statement, changes in shareholder equity and statement

of cash flows for the year then ended. The GH Power Financials (x) were prepared from the books and records of the GH Power Companies

as of the times and for the periods referred to therein in good faith by management using accounting policies applied on a basis consistent

with prior periods; (y) are prepared in accordance with IFRS, but exclude footnotes and year-end adjustments which will not be material

in amount, and (z) fairly present in all material respects the consolidated financial position of the GH Power Companies as of the respective

dates thereof and the consolidated results of the operations and cash flows of the GH Power Companies for the periods indicated. No GH

Power Company has ever been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

(b)

Each GH Power Company maintains accurate books and records reflecting its assets and Liabilities and maintains proper and adequate internal

accounting controls that provide reasonable assurance that (i) such GH Power Company does not maintain any off-the-book accounts and

that such GH Power Company’s assets are used only in accordance with such GH Power Company’s management directives, (ii)

transactions are executed with management’s authorization, (iii) transactions are recorded as necessary to permit preparation of

the financial statements of such GH Power Company and to maintain accountability for such GH Power Company’s assets, (iv) access

to such GH Power Company’s assets is permitted only in accordance with management’s authorization, (v) the reporting of such

GH Power Company’s assets is compared with existing assets at regular intervals and verified for actual amounts, and (vi) accounts,

notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection

of accounts, notes and other receivables on a current and timely basis. All of the financial books and records of the GH Power Companies

are complete and accurate in all material respects and have been maintained in the ordinary course consistent with past practice and

in accordance with applicable Laws. No GH Power Company has been subject to or involved in any material fraud that involves management

or other employees who have a significant role in the internal controls over financial reporting of any GH Power Company. Since January

1, 2021, no GH Power Company or its Representatives has received any written complaint, allegation, assertion or claim regarding the

accounting or auditing practices, procedures, methodologies or methods of any GH Power Company or its internal accounting controls, including

any material written complaint, allegation, assertion or claim that any GH Power Company has engaged in questionable accounting or auditing

practices.

(c)

The GH Power Companies do not have any Indebtedness other than the Indebtedness set forth on Schedule 6.7(c), and in such amounts

(including principal and any accrued but unpaid interest or other obligations with respect to such Indebtedness), as set forth on Schedule

6.7(c). Except as disclosed on Schedule 6.7(c), no Indebtedness of any GH Power Company contains any restriction upon (i)

the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by any GH Power Company, or (iii) the ability of the

GH Power Companies to grant any Lien on their respective properties or assets.

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(d)

No GH Power Company is subject to any Liabilities or obligations (whether or not required to be reflected on a balance sheet prepared

in accordance with GAAP), including any off-balance sheet obligations or any “variable interest entities” (within the meaning

of Accounting Standards Codification 810), except for those that are either (i) adequately reflected or reserved on or provided for in

the consolidated balance sheet of GH Power and its Subsidiaries as of the GH Power Balance Sheet Date contained in GH Power Financials

or (ii) not material and that were incurred after the GH Power Balance Sheet Date in the ordinary course of business consistent with

past practice (other than Liabilities for breach of any Contract or violation of any Law).

(e)

All financial projections with respect to the GH Power Companies that were delivered by or on behalf of GH Power to Matinas or Pubco

or their respective Representatives were prepared in good faith using assumptions that GH Power believes to be reasonable.

(f)

All accounts, notes and other receivables, whether or not accrued, and whether or not billed (the “Accounts Receivable”)

of the GH Power Companies arose from sales actually made or services actually performed in the ordinary course of business and represent

valid obligations to a GH Power Company arising from its business. None of the Accounts Receivable of the GH Power Companies are subject

to any right of recourse, defense, deduction, return of goods, counterclaim, offset, or set off on the part of the obligor in excess

of any amounts reserved therefore on the GH Power Financials. All of the Accounts Receivable of the GH Power Companies are, to the Knowledge

of GH Power, fully collectible according to their terms in amounts not less than the aggregate amounts thereof carried on the books of

the GH Power Companies (net of reserves) within ninety (90) days.

6.8

Absence of Certain Changes. Except as set forth on Schedule 6.8 or for actions expressly contemplated by this Agreement,

since January 1, 2021, each GH Power Company has (a) conducted its business only in the ordinary course of business consistent with past

practice, (b) not been subject to a Material Adverse Effect and (c) has not taken any action or committed or agreed to take any action

that would be prohibited by Section 7.2 (without giving effect to Schedule 7.2) if such action were taken on or after the

date hereof without the consent of Matinas.

6.9

Compliance with Laws. No GH Power Company is or has been in material conflict or material non-compliance with, or in material

default or violation of, nor has any GH Power Company received, since January 1, 2021, any written or, to the Knowledge of GH Power,

oral notice of any material conflict or non-compliance with, or material default or violation of, any applicable Laws by which it or

any of its properties, assets, employees, business or operations are or were bound or affected.

6.10

Permits. Each GH Power Company (and its employees who are legally required to be licensed by a Governmental Authority in order

to perform his or her duties with respect to his or her employment with any GH Power Company), holds all Permits necessary to lawfully

conduct in all material respects its business as presently conducted and as currently contemplated to be conducted, and to own, lease

and operate its assets and properties (collectively, the “GH Power Permits”). GH Power has made available to

Matinas true, correct and complete copies of any material GH Power Permits, all of which material GH Power Permits are listed on Schedule

6.10. All of the GH Power Permits are in full force and effect, and no suspension or cancellation of any of GH Power Permits is pending

or, to GH Power’s Knowledge, threatened. No GH Power Company is in violation in any material respect of the terms of any GH Power

Permit, and no GH Power Company has received any written or, to the Knowledge of GH Power, oral notice of any Actions relating to the

revocation or modification of any GH Power Permit.

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6.11

Litigation. Except as described on Schedule 6.11, there is no (a) Action of any nature currently pending or, to GH Power’s

Knowledge, threatened, nor is there any reasonable basis for any Action to be made (and no such Action has been brought or, to GH Power’s

Knowledge, threatened since January 1, 2021); or (b) Order now pending or outstanding or that was rendered by a Governmental Authority

since January 1, 2021, in either case of (a) or (b) by or against any GH Power Company, its current or former directors, officers or

equity holders (provided, that any litigation involving the directors, officers or equity holders of a GH Power Company must be related

to the GH Power Company’s business, equity securities or assets), its business, equity securities or assets. The items listed on

Schedule 6.11, if finally determined adverse to the GH Power Companies, will not have, either individually or in the aggregate,

a Material Adverse Effect upon the GH Power Companies, taken as a whole. Since January 1, 2021, none of the current or former officers,

senior management or directors of any GH Power Company have been charged with, indicted for, arrested for, or convicted of any felony

or any crime involving fraud.

6.12

Material Contracts.

(a)

As of the date of this Agreement, there are no contracts that would constitute a “material contract” (as such term is defined

in Item 601(b)(10) of Regulation S K under the Securities Act), with respect to GH Power or any of its Subsidiaries (assuming the Company

was subject to the requirements of the Exchange Act), other than those contracts identified in Schedule 6.12(a), which, for the

avoidance of doubt, shall exclude any GH Power Benefit Plans (each Contract required to be set forth on Schedule 6.12(a), a “GH

Power Material Contract”).

(b)

With respect to each GH Power Material Contract: (i) such GH Power Material Contract is valid and binding and enforceable in all respects

against the GH Power Company party thereto and, to the Knowledge of GH Power, each other party thereto, and is in full force and effect

(except, in each case, as such enforcement may be limited by the Enforceability Exceptions); (ii) the consummation of the Transactions

contemplated by this Agreement will not affect the validity or enforceability of any GH Power Material Contract; (iii) no GH Power Company

is in breach or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both

would constitute a material breach or default by any GH Power Company, or permit termination or acceleration by the other party thereto,

under such GH Power Material Contract; (iv) to the Knowledge of GH Power, no other party to such GH Power Material Contract is in breach

or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute

such a material breach or default by such other party, or permit termination or acceleration by any GH Power Company, under such GH Power

Material Contract; (v) no GH Power Company has received written or, to the Knowledge of GH Power, oral notice of an intention by any

party to any such GH Power Material Contract to terminate such GH Power Material Contract or amend the terms thereof, other than modifications

in the ordinary course of business that do not adversely affect any GH Power Company in any material respect; and (vi) no GH Power Company

has waived any rights under any such GH Power Material Contract.

6.13

Intellectual Property.

(a)

Schedule 6.13(a)(i) sets forth: all Patents and Patent applications, Trademarks and service mark registrations and applications,

copyright registrations and applications and registered Internet Assets and applications owned or licensed by a GH Power Company or otherwise

used or held for use by a GH Power Company in which a GH Power Company is the owner, applicant or assignee (“GH Power Registered

IP”), specifying as to each item, as applicable: (A) the nature of the item, including the title, (B) the owner of the

item, (C) the jurisdictions in which the item is issued or registered or in which an application for issuance or registration has been

filed and (D) the issuance, registration or application numbers and dates and all material unregistered Intellectual Property owned or

purported to be owned by a GH Power Company; Schedule 6.13(a)(ii) sets forth all Intellectual Property licenses, sublicenses and

other agreements or permissions (“GH Power IP Licenses”) (other than “shrink wrap,” “click

wrap,” and “off the shelf” software agreements and other agreements for Software commercially available on reasonable

terms to the public generally with license, maintenance, support and other fees of less than $25,000 per year (collectively, “Off-the-Shelf

Software”), which are not required to be listed, although such licenses are “GH Power IP Licenses” as that

term is used herein), under which a GH Power Company is a licensee or otherwise is authorized to use or practice any Intellectual Property.

Each GH Power Company owns, free and clear of all Liens (other than Permitted Liens), has valid and enforceable rights in, and has the

unrestricted right to use, sell, license, transfer or assign, all Intellectual Property currently used, licensed or held for use by such

GH Power Company, and previously used or licensed by such GH Power Company, except for the Intellectual Property that is the subject

of GH Power IP Licenses. Except as set forth on Schedule 6.13(a)(iii), all GH Power Registered IP is owned exclusively by the

applicable GH Power Company without obligation to pay royalties, licensing fees or other fees, or otherwise account to any third party

with respect to such GH Power Registered IP.

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(b)

Each GH Power Company has a valid and enforceable license to use all Intellectual Property that is the subject of GH Power IP Licenses

applicable to such GH Power Company. Each GH Power Company has performed all material obligations imposed on it in GH Power IP Licenses,

has made all payments required to date, and such GH Power Company is not, nor, to the Knowledge of GH Power, is any other party thereto,

in material breach or material default thereunder, nor, to the Knowledge of GH Power, has any event occurred that with notice or lapse

of time or both would constitute a default thereunder. The continued use by the GH Power Companies of the Intellectual Property that

is the subject of GH Power IP Licenses in the same manner that it is currently being used is not restricted by any applicable license

of any GH Power Company. All registrations for Copyrights, Patents, Trademarks and Internet Assets that are owned by or exclusively licensed

to any GH Power Company are valid and in force, and all applications to register any Copyrights, Patents and Trademarks are pending and

in good standing, all without challenge of any kind.

(c)

No Action is pending or, to GH Power’s Knowledge, threatened against a GH Power Company that challenges the validity, enforceability,

ownership, or right to use, sell, license or sublicense any Intellectual Property currently owned, licensed, used or held for use by

the GH Power Companies. No GH Power Company has received any written notice or claim asserting or suggesting that any infringement, misappropriation,

violation, dilution or unauthorized use of the Intellectual Property of any other Person is or may be occurring or has or may have occurred,

as a consequence of the business activities of any GH Power Company, nor to the Knowledge of GH Power is there a reasonable basis therefor.

There are no Orders to which any GH Power Company is a party or is otherwise bound that (i) restrict the rights of a GH Power Company

to use, transfer, license or enforce any Intellectual Property owned by a GH Power Company, (ii) restrict the conduct of the business

of a GH Power Company in order to accommodate a third Person’s Intellectual Property, or (iii) grant any third Person any right

with respect to any Intellectual Property owned by a GH Power Company. No GH Power Company is currently infringing, or has, in the past,

infringed, misappropriated or violated any Intellectual Property of any other Person in any material respect in connection with the ownership,

use or license of any Intellectual Property owned or purported to be owned by a GH Power Company or, to the Knowledge of GH Power, otherwise

in connection with the conduct of the respective businesses of the GH Power Companies. To GH Power’s Knowledge, no third party

is infringing upon, has misappropriated or is otherwise violating any Intellectual Property owned, licensed by, licensed to, or otherwise

used or held for use by any GH Power Company (“GH Power IP”) in any material respect.

(d)

No current or former officers, employees or independent contractors of a GH Power Company have claimed any ownership interest in any

Intellectual Property owned by a GH Power Company. To the Knowledge of GH Power, there has been no violation of a GH Power Company’s

policies or practices related to protection of GH Power IP or any confidentiality or nondisclosure Contract relating to the Intellectual

Property owned by a GH Power Company. To GH Power’s Knowledge, none of the employees of any GH Power Company is obligated under

any Contract, or subject to any Order, that would materially interfere with the use of such employee’s best efforts to promote

the interests of the GH Power Companies, or that would materially conflict with the business of any GH Power Company as presently conducted

or contemplated to be conducted. Each GH Power Company has taken reasonable security measures in order to protect the secrecy, confidentiality

and value of the material GH Power IP to the extent such GH Power IP derives value from the secrecy and/or confidentiality thereof.

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(e)

To the Knowledge of GH Power, no Person has obtained unauthorized access to confidential third party information and data in the possession

of a GH Power Company, nor has there been any other material compromise of the security, confidentiality or integrity of such information

or data. Each GH Power Company has complied with all applicable Laws relating to privacy, personal data protection, and the collection,

processing and use of personal information and its own privacy policies and guidelines. The operation of the business of the GH Power

Companies has not and does not violate any right to privacy or publicity of any third person, or constitute unfair competition or trade

practices under applicable Law.

(f)

The consummation of any of the Transactions contemplated by this Agreement will not result in the material breach, material modification,

cancellation, termination, suspension of, or acceleration of any payments with respect to, or release of source code because of (i) any

Contract providing for the license or other use of Intellectual Property owned by a GH Power Company, or (ii) any GH Power IP License.

Following the Closing, GH Power shall be permitted to exercise, directly or indirectly through its Subsidiaries, all of the GH Power

Companies’ rights under such Contracts or GH Power IP Licenses to the same extent that the GH Power Companies would have been able

to exercise had the Transactions contemplated by this Agreement not occurred, without the payment of any additional amounts or consideration

other than ongoing fees, royalties or payments which the GH Power Companies would otherwise be required to pay in the absence of such

Transactions.

6.14

Taxes and Returns. Except as set forth on Schedule 6.14:

(a)

Each GH Power Company has timely filed all income and other material Tax Returns required to be filed by it (taking into account all

available extensions). All such Tax Returns are true, accurate, correct and complete in all material respects. All material Taxes required

to be paid, collected or withheld, other than such Taxes for which adequate reserves in GH Power Financials have been established, have

been timely paid, collected or withheld. Each GH Power Company has complied in all material respects with all applicable Laws relating

to Tax.

(b)

There is no current pending or, to the Knowledge of GH Power, threatened Action against a GH Power Company by a Governmental Authority

in a jurisdiction where a GH Power Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.

(c)

No GH Power Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of GH Power, orally by

any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations

or other Actions pending against a GH Power Company in respect of any Tax, and no GH Power Company has been notified in writing of any

proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in GH Power

Financials have been established).

(d)

There are no Liens with respect to any Taxes upon any GH Power Company’s assets, other than Permitted Liens.

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(e)

No GH Power Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount

of Taxes. There are no outstanding requests by a GH Power Company for any extension of time within which to file any Tax Return or within

which to pay any Taxes shown to be due on any Tax Return.

(f)

No GH Power Company has made any change in accounting method (except as required by a change in Law) that would reasonably be expected

to have a material impact on its Taxes following the Closing.

(g)

No GH Power Company has engaged in any (i) “reportable transaction” as defined in Treasury Regulations Section 1.6011-4(b),

(ii) “listed transaction,” or (iii) transaction, a “significant” purpose of which is the avoidance or evasion

of U.S. federal income Tax, within the meanings of Sections 6662, 6662A, 6011, 6012, 6111 or 6707A of the Code or the Treasury Regulations

promulgated thereunder. No GH Power Company has engaged in any “reportable transaction” as defined in subsection 237.3(1)

of the Tax Act, any “notifiable transaction” as defined in subsection 237.4(1) of the Tax Act or any “reportable uncertain

tax treatment” as defined in section 237.5(1) of the Tax Act (or any comparable provision of any other applicable Law).

(h)

Each GH Power Company has complied with, and is currently in compliance with, all transfer pricing rules and regulations (including Section

247 of the Tax Act, Section 482 of the Code and any comparable or similar provision of applicable Law). No GH Power Company is a party

to any advance pricing agreement or any similar contract or agreement. No GH Power Company is subject to any gain recognition agreement

under Section 367 of the Code.

(i)

No GH Power Company has been, in the past five (5) years, a party to a transaction reported or intended to qualify as a reorganization

under Section 368 of the Code.

(j)

No GH Power Company has any Liability for the Taxes of another Person (other than another GH Power Company) (i) under any applicable

Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise (excluding commercial agreements entered into

in the ordinary course of business the primary purpose of which was not the sharing of Taxes). No GH Power Company is a party to or bound

by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice (excluding

commercial agreements entered into in the ordinary course of business the primary purpose of which was not the sharing of Taxes) with

respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority)

that will be binding on such GH Power Company with respect to any period following the Closing Date.

(k)

No GH Power Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement

or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

(l)

No GH Power Company: (i) has constituted either a “distributing corporation” or a “controlled corporation” (within

the meaning of Section 355(a)(1)(A) of the Code) in a distribution of securities (to any Person or entity that is not a member of the

consolidated group of which GH Power is the common parent corporation) qualifying for, or intended to qualify for, Tax-free treatment

under Section 355 of the Code (A) within the two-year period ending on the date hereof or (B) in a distribution which could otherwise

constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the

Code) in conjunction with the Transactions contemplated by this Agreement; or (ii) is or has ever been (A) a U.S. real property holding

corporation within the meaning of Section 897(c)(2) of the Code, or (B) a member of any consolidated, combined, unitary or affiliated

group of corporations for any Tax purposes other than a group of which GH Power is or was the common parent corporation.

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(m)

No GH Power Company is treated as a domestic corporation (as such term is defined in Section 7701 of the Code) for U.S. federal income

tax purposes. No GH Power Company has ever been engaged in a U.S. trade or business (within the meaning of the Code).

(n)

The Amalgamation will cause Pubco to be treated as satisfying the “active trade or business test” as required by Treasury

Regulation Section 1.367(a)-3(c)(1)(iv) so that the deemed transfer of Matinas shares to Pubco by its U.S. shareholders will not be subject

to Section 367(a)(1). As a result of the Amalgamation, Pubco will satisfy the “active trade or business test” as defined

in Treasury Regulation Section 1.367(a)-3(c)(3), including, without limitation, the requirements that (i) Pubco be engaged, directly

or indirectly through a qualified subsidiary or qualified partnership, in an active trade or business for the entire thirty-six (36)

month period immediately preceding the Transactions, (ii) Pubco has no intention at the time of the Transactions to dispose of or discontinue

such trade or business, and (iii) the substantiality test (as defined in Treasury Regulation Section 1.367(a)-3(c)(3)(iii)) will be satisfied.

(o)

To the Knowledge of GH Power, no shareholder of GH Power is subject to a binding commitment and has not otherwise agreed to sell, exchange,

transfer by gift or otherwise dispose of any of the shares of Pubco, or take any other action that would be reasonably likely to prevent,

taken together, the Merger and the Amalgamation from qualifying as a transaction described in Section 351 of the Code.

(p)

No GH Power Company, nor any of the respective Affiliates of any such Persons, have taken or have agreed to take any action, or is aware

of any fact or circumstance, that would be reasonably likely to prevent, taken together, the Merger and the Amalgamation from qualifying

as an exchange described in Section 351 of the Code.

(q)

No facts, circumstances or events exist or have existed that have resulted in, or may reasonably be expected to result in, the application

of any of sections 15, 17, 78 to 80.04, 90(6) or 212.3 of the Tax Act (or any similar provision of any other applicable Law) to the GH

Power Companies.

6.15

Real Property. Schedule 6.15 contains a complete and accurate list of all premises currently leased or subleased or otherwise

used or occupied by a GH Power Company for the operation of the business of a GH Power Company, and of all current leases, lease guarantees,

agreements and documents related thereto, including all amendments, terminations and modifications thereof or waivers thereto (collectively,

the “GH Power Real Property Leases”), as well as the current annual rent and term under each GH Power Real

Property Lease. GH Power has provided to Matinas a true and complete copy of each GH Power Real Property Lease, and in the case of any

oral GH Power Real Property Lease, a written summary of the material terms of such GH Power Real Property Lease. The GH Power Real Property

Leases are valid, binding and enforceable in accordance with their terms and are in full force and effect. To the Knowledge of GH Power,

no event has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event)

would constitute a default on the part of a GH Power Company or any other party under any GH Power Real Property Lease, and no GH Power

Company has received notice of any such condition. No GH Power Company owns any real property or any interest in real property (other

than the leasehold interests in GH Power Real Property Leases).

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6.16

Personal Property. Each item of Personal Property which is currently owned, used or leased by a GH Power Company with a book value

or fair market value of greater than $1,000,000 is set forth on Schedule 6.16, along with, to the extent applicable, a list of

lease agreements, lease guarantees, security agreements and other agreements related thereto, including all amendments, terminations

and modifications thereof or waivers thereto (“GH Power Personal Property Leases”). Except as set forth in

Schedule 6.16, all such items of Personal Property are in good operating condition and repair (reasonable wear and tear excepted

consistent with the age of such items), and are suitable for their intended use in the business of the GH Power Companies. The operation

of each GH Power Company’s business as it is now conducted or presently proposed to be conducted is not dependent upon the right

to use the Personal Property of Persons other than a GH Power Company, except for such Personal Property that is owned, leased or licensed

by, or otherwise contracted to, a GH Power Company. GH Power has provided to Matinas a true and complete copy of each GH Power Personal

Property Lease, and in the case of any oral GH Power Personal Property Lease, a written summary of the material terms of such GH Power

Personal Property Lease. GH Power Personal Property Leases are valid, binding and enforceable in accordance with their terms and are

in full force and effect. To the Knowledge of GH Power, no event has occurred which (whether with or without notice, lapse of time or

both or the happening or occurrence of any other event) would constitute a default on the part of a GH Power Company or any other party

under any GH Power Personal Property Lease, and no GH Power Company has received notice of any such condition.

6.17

Title to and Sufficiency of Assets. Each GH Power Company has good and marketable title to, or a valid leasehold interest in or

right to use, all of its assets, free and clear of all Liens other than (a) Permitted Liens, (b) the rights of lessors under leasehold

interests, and (c) Liens specifically identified on the GH Power Balance Sheet. The assets (including Intellectual Property rights and

contractual rights) of the GH Power Companies constitute all of the assets, rights and properties that are used in the operation of the

businesses of the GH Power Companies as it is now conducted and presently proposed to be conducted or that are used or held by the GH

Power Companies for use in the operation of the businesses of the GH Power Companies, and taken together, are adequate and sufficient

for the operation of the businesses of the GH Power Companies as currently conducted and as presently proposed to be conducted.

6.18

Employee Matters.

(a)

No GH Power Company is a party to any collective bargaining agreement or other Contract covering any group of employees, labor organization

or other representative of any of the employees of any GH Power Company and GH Power has no Knowledge of any activities or proceedings

of any labor union or other party to organize or represent such employees. There has not occurred or, to the Knowledge of GH Power, been

threatened any strike, slow-down, picketing, work-stoppage, or other similar labor activity with respect to any such employees. There

are no unresolved labor controversies (including unresolved grievances and age or other discrimination claims) that are pending or, to

the Knowledge of GH Power, threatened between any GH Power Company and Persons employed by or providing services as independent contractors

to a GH Power Company. No current officer or employee of a GH Power Company has provided any GH Power Company written or, to the Knowledge

of GH Power, oral notice of his or her plan to terminate his or her employment with any GH Power Company.

(b)

Except as set forth in Schedule 6.18(b), each GH Power Company (i) is and has been for the past six (6) years in compliance in

all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, health

and safety and wages and hours, and other Laws relating to discrimination, disability, labor relations, hours of work, payment of wages

and overtime wages, pay equity, immigration, workers’ compensation, working conditions, employee scheduling, occupational safety

and health, family and medical leave, and employee terminations, and has not received written or, to the Knowledge of GH Power, oral

notice that there is any pending Action involving unfair labor practices against a GH Power Company, (ii) is not liable for any material

past due arrears of wages or any material penalty for failure to comply with any of the foregoing, and (iii) is not liable for any material

payment to any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations

for employees, independent contractors or consultants (other than routine payments to be made in the ordinary course of business and

consistent with past practice). There are no Actions pending or, to the Knowledge of GH Power, threatened against a GH Power Company

brought by or on behalf of any applicant for employment, any current or former employee, any Person alleging to be a current or former

employee, or any Governmental Authority, relating to any such Law or regulation, or alleging breach of any express or implied contract

of employment, wrongful termination of employment, or alleging any other discriminatory, wrongful or tortious conduct in connection with

the employment relationship.

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(c)

Schedule 6.18(c) hereto sets forth a complete and accurate list as of the date hereof of all employees of the GH Power Companies

showing for each as of such date (i) the employee’s name, job title or description, employer, location, salary level (including

any bonus, commission, deferred compensation or other remuneration payable (other than any such arrangements under which payments are

at the discretion of the GH Power Companies), (ii) any bonus, commission or other remuneration other than salary paid during the calendar

year ending December 31, 2025, and (iii) any wages, salary, bonus, commission or other compensation due and owing to each employee during

or for the calendar year ending December 31, 2025. Except as set forth on Schedule 6.18(c), (A) no employee is a party to a written

employment Contract with a GH Power Company and each is employed “at will”, and (B) the GH Power Companies have paid in full

to all their employees all wages, salaries, commission, bonuses and other compensation due to their employees, including overtime compensation,

and no GH Power Company has any obligation or Liability (whether or not contingent) with respect to severance payments to any such employees

under the terms of any written or, to GH Power’s Knowledge, oral agreement, or commitment or any applicable Law, custom, trade

or practice. Except as set forth in Schedule 6.18(c), each GH Power Company employee has entered into GH Power’s standard

form of employee non-disclosure, inventions and restrictive covenants agreement with a GH Power Company (whether pursuant to a separate

agreement or incorporated as part of such employee’s overall employment agreement), a copy of which has been made available to

Matinas by GH Power.

(d)

Schedule 6.18(d) contains a list of all independent contractors (including consultants) currently engaged by any GH Power Company,

along with the position, the entity engaging such Person, date of retention and rate of remuneration, most recent increase (or decrease)

in remuneration and amount thereof, for each such Person. Except as set forth on Schedule 6.18(d), all of such independent contractors

are a party to a written Contract with a GH Power Company. Except as set forth on Schedule 6.18(d), each such independent contractor

has entered into customary covenants regarding confidentiality, non-competition and assignment of inventions and copyrights in such Person’s

agreement with a GH Power Company, a copy of which has been provided to Matinas by GH Power. For the purposes of applicable Law, including

the Code, all independent contractors who are currently, or within the last six (6) years have been, engaged by a GH Power Company are

bona fide independent contractors and not employees of a GH Power Company. Each independent contractor is terminable on fewer than thirty

(30) days’ notice, without any obligation of any GH Power Company to pay severance or a termination fee.

6.19

Benefit Plans.

(a)

Set forth on Schedule 6.19(a) is a true and complete list of each Foreign Plan of a GH Power Company (each, a “GH

Power Benefit Plan”). No GH Power Company nor any ERISA Affiliate has ever established, maintained, contributed to, or

has or had any Liability with respect to (or had an obligation to contribute to) any Benefit Plan, whether or not subject to ERISA, which

is not a Foreign Plan.

(b)

With respect to each GH Power Benefit Plan, GH Power has made available to Matinas accurate and complete copies, if applicable, of: (i)

the current plan documents and currently effective related trust agreements or annuity Contracts (including any amendments, modifications

or supplements thereto), and written descriptions of the material terms of any GH Power Benefit Plans which are not in writing; (ii)

the most recent actuarial valuation; and (iii) all material non-routine communications with any Governmental Authority within the past

three (3) years concerning any matter that is still pending or for which a GH Power Company has any outstanding Liability or obligation.

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(c)

With respect to each GH Power Benefit Plan: (i) such GH Power Benefit Plan (1) has been administered and enforced in all material respects

in accordance with its terms and the requirements of all applicable Laws, and (2) has been maintained, where required, in good standing

with applicable regulatory authorities and Governmental Authorities (ii) no Action is pending, or to GH Power’s Knowledge, threatened

(other than routine claims for benefits arising in the ordinary course of administration); and (iii) all contributions, premiums and

other payments (including any special contribution, interest or penalty) required to be made with respect to a GH Power Benefit Plan

have in all material respects been timely made. No GH Power Company has incurred, or will incur in connection with the Transactions contemplated

by this Agreement, any material Liability in connection with termination of, or withdrawal from, any GH Power Benefit Plan, except for

customary administrative charges.

(d)

To the extent applicable, the present value of the accrued benefit liabilities (whether or not vested) under each GH Power Benefit Plan,

determined as of the end of GH Power’s most recently ended fiscal year on the basis of reasonable actuarial assumptions, did not

exceed the current value of the assets of such GH Power Benefit Plan allocable to such benefit liabilities or have been accrued in all

material respects on the GH Power Financials.

(e)

GH Power is not, nor will be, obligated, whether under any GH Power Benefit Plan or otherwise, to pay separation, severance, termination

or similar benefits to any Person as a result of any Transaction, nor will any Transaction accelerate the time of payment or vesting,

or increase the amount, of any benefit or other compensation due to any Person. The Transactions shall not be the direct or indirect

cause of any amount paid or payable by a GH Power Company being classified as an “excess parachute payment” under Section

280G of the Code and no arrangement exists pursuant to which GH Power or any GH Power Company will be required to “gross up”

or otherwise compensate any Person because of the imposition of any excise tax under Section 4999 on a payment to such Person.

6.20

Environmental Matters. Except as set forth in Schedule 6.20:

(a)

Each GH Power Company is and has been in compliance in all material respects with all applicable Environmental Laws, including obtaining,

maintaining in good standing, and complying in all material respects with all Environmental Permits required for its business and operations,

no Action is pending or, to GH Power’s Knowledge, threatened to revoke, modify, or terminate any such Environmental Permit, and,

to GH Power’s Knowledge, no facts, circumstances, or conditions currently exist that could adversely affect such continued compliance

with Environmental Laws and Environmental Permits or require capital expenditures to achieve or maintain such continued compliance with

Environmental Laws and Environmental Permits.

(b)

No GH Power Company is the subject of any outstanding Order or Contract with any Governmental Authority or other Person in respect of

any (i) Environmental Laws, (ii) Remedial Action, or (iii) Release or threatened Release of a Hazardous Material. No GH Power Company

has assumed, contractually or by operation of Law, any Liabilities or obligations under any Environmental Laws.

(c)

No Action has been made or is pending, or to GH Power’s Knowledge, threatened against any GH Power Company or any assets of a GH

Power Company alleging either or both that a GH Power Company may be in material violation of any Environmental Law or Environmental

Permit or may have any material Liability under any Environmental Law.

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(d)

No GH Power Company has manufactured, treated, stored, disposed of, arranged for or permitted the disposal of, generated, handled or

Released any Hazardous Material, or owned or operated any property or facility, in a manner that has given or would reasonably be expected

to give rise to any material Liability or obligation under applicable Environmental Laws. No fact, circumstance, or condition exists

in respect of any GH Power Company or any property currently or formerly owned, operated, or leased by any GH Power Company or any property

to which a GH Power Company arranged for the disposal or treatment of Hazardous Materials that could reasonably be expected to result

in a GH Power Company incurring any material Environmental Liabilities.

(e)

There is no investigation of the business, operations, or currently owned, operated, or leased property of a GH Power Company or, to

GH Power’s Knowledge, previously owned, operated, or leased property of a GH Power Company pending or, to GH Power’s Knowledge,

threatened that could lead to the imposition of any Liens under any Environmental Law or material Environmental Liabilities.

(f)

To the Knowledge of GH Power, there is not located at any of the properties of a GH Power Company any (i) underground storage tanks,

(ii) asbestos-containing material, or (iii) equipment containing polychlorinated biphenyls.

(g)

GH Power has provided to Matinas all environmentally related site assessments, audits, studies, reports, analyses and results of investigations

that have been performed in respect of the currently or previously owned, leased, or operated properties of any GH Power Company.

6.21

Transactions with Related Persons. No GH Power Company nor any of its Related Persons is presently, or in the past three (3) years,

has been, a party to any transaction with a GH Power Company, including any Contract or other arrangement (a) providing for the furnishing

of services by (other than as officers, directors or employees of the GH Power Company), (b) providing for the rental of real property

or Personal Property from or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees

of the GH Power Company in the ordinary course of business consistent with past practice) any Related Person or any Person in which any

Related Person has an interest as an owner, officer, manager, director, trustee or partner or in which any Related Person has any direct

or indirect interest (other than the ownership of securities representing no more than two percent (2%) of the outstanding voting power

or economic interest of a publicly traded company). No GH Power Company has outstanding any Contract or other arrangement or commitment

with any Related Person, and no Related Person owns any real property or Personal Property, or right, tangible or intangible (including

Intellectual Property) which is used in the business of any GH Power Company. The assets of the GH Power Companies do not include any

receivable or other obligation from a Related Person, and the liabilities of the GH Power Companies do not include any payable or other

obligation or commitment to any Related Person. Schedule 6.21 specifically identifies all Contracts, arrangements or commitments

set forth on such Schedule 6.21 that cannot be terminated upon sixty (60) days’ notice by the GH Power Companies without

cost or penalty.

6.22

Business Insurance.

(a)

Schedule 6.22(a) lists all insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium and

type of policy) held by a GH Power Company relating to a GH Power Company or its business, properties, assets, directors, officers and

employees, copies of which have been provided to Matinas. All premiums due and payable under all such insurance policies have been timely

paid and the GH Power Companies are otherwise in material compliance with the terms of such insurance policies. Each such insurance policy

(i) is legal, valid, binding, enforceable and in full force and effect and (ii) will continue to be legal, valid, binding, enforceable,

and in full force and effect on identical terms following the Closing. No GH Power Company has any self-insurance or co-insurance programs.

Since January 1, 2021, no GH Power Company has received any notice from, or on behalf of, any insurance carrier relating to or involving

any adverse change or any change other than in the ordinary course of business, in the conditions of insurance, any refusal to issue

an insurance policy or non-renewal of a policy.

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(b)

Schedule 6.22(b) identifies each individual insurance claim in excess of $50,000 made by a GH Power Company since January 1, 2021.

Each GH Power Company has reported to its insurers all claims and pending circumstances that would reasonably be expected to result in

a claim, except where such failure to report such a claim would not be reasonably likely to be material to the GH Power Companies. To

the Knowledge of GH Power, no event has occurred, and no condition or circumstance exists, that would reasonably be expected to (with

or without notice or lapse of time) give rise to or serve as a basis for the denial of any such insurance claim. No GH Power Company

has made any claim against an insurance policy as to which the insurer is denying coverage.

6.23

Certain Business Practices.

(a)

No GH Power Company, nor any of their respective Representatives acting on their behalf has (i) used any funds for unlawful contributions,

gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic

government officials or employees, to foreign or domestic political parties or campaigns or violated any provision of the U.S. Foreign

Corrupt Practices Act of 1977 or (iii) made any other unlawful payment. No GH Power Company, nor any of their respective Representatives

acting on their behalf has directly or indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount

to any customer, supplier, governmental employee or other Person who is or may be in a position to help or hinder any GH Power Company

or assist any GH Power Company in connection with any actual or proposed transaction.

(b)

The operations of each GH Power Company are and have been conducted at all times in compliance with money laundering statutes in all

applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered

or enforced by any Governmental Authority, and no Action involving a GH Power Company with respect to the any of the foregoing is pending

or, to the Knowledge of GH Power, threatened.

(c)

No GH Power Company or any of their respective directors or officers, or, to the Knowledge of GH Power, any other Representative acting

on behalf of a GH Power Company is currently identified on the specially designated nationals or other blocked person list or otherwise

currently subject to any U.S. sanctions administered by OFAC, and no GH Power Company has, directly or indirectly, used any funds, or

loaned, contributed or otherwise made available such funds to any Subsidiary, joint venture partner or other Person, in connection with

any sales or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or for the purpose of financing

the activities of any Person currently subject to, or otherwise in violation of, any U.S. sanctions administered by OFAC in the last

five (5) fiscal years.

6.24

Investment Company Act. No GH Power Company is an “investment company” or a Person directly or indirectly “controlled”

by or acting on behalf of an “investment company”, in each case within the meaning of the Investment Company Act.

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6.25

Finders and Brokers. Except as set forth in Schedule 6.25, no broker, finder or investment banker is entitled to any brokerage,

finder’s or other fee or commission from Matinas, Pubco, the GH Power Companies or any of their respective Affiliates in connection

with the Transactions contemplated hereby based upon arrangements made by or on behalf of any GH Power Company.

6.26

Information Supplied. None of the information supplied or to be supplied by GH Power expressly for inclusion or incorporation

by reference: (a) in any current report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing

made with any Governmental Authority (including the SEC) with respect to the Transactions contemplated by this Agreement or any Ancillary

Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to Matinas’s or Pubco’s shareholders

and/or prospective investors with respect to the consummation of the Transactions contemplated by this Agreement or in any amendment

to any of the documents identified in (a) through (c), will, when filed, made available, mailed or distributed, as the case may be, contain

any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make

the statements therein, in light of the circumstances under which they are made, not misleading. None of the information supplied or

to be supplied by GH Power expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing,

the Closing Press Release and the Closing Filing will, when filed or distributed, as applicable, contain any untrue statement of a material

fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light

of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, GH Power makes no representation, warranty

or covenant with respect to any information supplied by or on behalf of Matinas or its Affiliates.

6.27

Independent Investigation. GH Power has conducted its own independent investigation, review and analysis of the business, results

of operations, condition (financial or otherwise) or assets of Matinas, Pubco and the Merger Subs and acknowledges that it has been provided

adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Matinas, Pubco and

the Merger Subs for such purpose. GH Power acknowledges and agrees that: (a) in making its decision to enter into this Agreement and

to consummate the Transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and

warranties of Matinas, Pubco and the Merger Subs set forth in this Agreement (including the related portions of the Matinas Disclosure

Schedules) and in any certificate delivered to GH Power pursuant hereto, and the information provided by or on behalf of Matinas, Pubco,

Merger Sub A or Merger Sub B for the Registration Statement; and (b) none of Matinas, Pubco, the Merger Subs or their respective Representatives

have made any representation or warranty as to Matinas, Pubco or the Merger Subs or this Agreement, except as expressly set forth in

this Agreement (including the related portions of the Matinas Disclosure Schedules) or in any certificate delivered to GH Power pursuant

hereto.

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Article

VII

COVENANTS

7.1

Access and Information.

(a)

During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance

with Section 9.1 or the Closing (the “Interim Period”), subject to Section 7.14, each of GH Power,

Pubco and the Merger Subs shall give, and shall cause its Representatives to give, Matinas and its Representatives, at reasonable times

during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all

employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including

Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the GH Power

Companies, Pubco or the Merger Sub as Matinas or its Representatives may reasonably request regarding the GH Power Companies, Pubco or

the Merger Subs and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees,

the PIPE Financing and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance

sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority

pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent

or any other conditions required by such accountants, if any)) and cause each of the Representatives of GH Power, Pubco and the Merger

Subs to reasonably cooperate with Matinas and its Representatives in their investigation, except that nothing herein shall require GH

Power, Pubco, the Merger Subs or their Representatives to disclose any information to Matinas and Matinas’s Representatives that

would cause a risk of loss of legal privilege to the disclosing party or would constitute a violation of applicable Laws; provided that

GH Power, Pubco, Merger Subs and their Representatives shall have used commercially reasonable efforts to provide such information without

violation of applicable Law. Matinas and its Representatives shall conduct any such activities in such a manner as not to unreasonably

interfere with the business or operations of the GH Power Companies, Pubco or the Merger Subs. In addition, during the Interim Period,

GH Power shall, and shall cause its Representatives to, keep Matinas and its Representatives reasonably informed of the status of, and

all material developments and information relating to, the PIPE Financing, and shall promptly notify Matinas of any event, change or

circumstance that would reasonably be expected to impair, delay or prevent the consummation of the PIPE Financing.

(b)

During the Interim Period, subject to Section 7.14, Matinas shall give, and shall cause its Representatives to give, GH Power,

Pubco, the Merger Subs and their respective Representatives, at reasonable times during normal business hours and upon reasonable intervals

and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments,

books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files,

client Contracts and director service agreements), of or pertaining to Matinas or its Subsidiaries, as GH Power, Pubco, the Merger Subs

or their respective Representatives may reasonably request regarding Matinas, its Subsidiaries and their respective businesses, assets,

Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial

statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other

document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent

public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause

each of Matinas’s Representatives to reasonably cooperate with GH Power, Pubco and the Merger Subs and their respective Representatives

in their investigation, except that nothing herein shall require either Matinas or its Subsidiaries to disclose any information to GH

Power, Pubco, the Merger Subs or their Representatives that would cause a risk of loss of legal privilege to the disclosing party or

would constitute a violation of applicable Laws; provided that Matinas shall have used commercially reasonable efforts to provide such

information without violation of applicable Law. GH Power and its Representatives shall conduct any such activities in such a manner

as not to unreasonably interfere with the business or operations of Matinas or any of its Subsidiaries.

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7.2

Conduct of Business of GH Power, Pubco and the Merger Subs.

(a)

Unless Matinas shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the

Interim Period, except as expressly contemplated by this Agreement or as set forth on Schedule 7.2, GH Power, Pubco and the Merger

Subs shall, and shall cause their respective Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the

ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to the GH Power Companies, Pubco and

the Merger Subs and their respective businesses, assets and employees, and (iii) take all commercially reasonable measures necessary

or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services

of their respective managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of

their respective material assets, all as consistent with past practice.

(b)

Without limiting the generality of Section 7.2(a) and except as contemplated by the terms of this Agreement or as set forth on

Schedule 7.2, during the Interim Period, without the prior written consent of Matinas (such consent not to be unreasonably withheld,

conditioned or delayed), each of GH Power, Pubco or the Merger Subs shall not, and each shall cause its Subsidiaries not to:

(i)

amend, waive or otherwise change, in any respect, its Organizational Documents, except as required by applicable Law;

(ii)

authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity

securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities,

or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities

of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities,

other than: (A) the issuance of equity securities upon the exercise, conversion or settlement of GH Power Convertible Securities outstanding

as of the date of this Agreement and disclosed on Schedule 6.3(b), in accordance with their terms; (B) issuances under GH Power equity

compensation plans (including inducement awards) in the ordinary course consistent with past practice; (C) issuances to employees, consultants,

vendors, customers or strategic partners as consideration in bona fide commercial arrangements not primarily for capital raising, in

an aggregate amount not to exceed 5% of fully diluted outstanding equity; (D) intercompany issuances to Pubco or its Subsidiaries; (E)

issuances of equity securities to investors for cash consideration of up to $3,500,000 for working capital and general corporate purposes;

and (F) adjustments to outstanding GH Power securities required by their existing terms (including stock splits, combinations or anti-dilution

adjustments).

(iii)

split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof

or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of

its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;

(iv)

incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $1,000,000

in the aggregate (other than borrowings under existing credit facilities), make a loan or advance to or investment in any third party

(other than advancement of expenses to employees in the ordinary course of business), or guarantee or endorse any Indebtedness, Liability

or obligation of any Person in excess of $500,000;

(v)

increase the wages, salaries or compensation of its employees other than in the ordinary course of business, consistent with past practice,

and in any event not in the aggregate by more than five percent (5%), or make or commit to make any bonus payment (whether in cash, property

or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend

or terminate any GH Power Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each

case other than as required by applicable Law, pursuant to the terms of any Benefit Plans or for new hires, promotions or backfills in

the ordinary course of business consistent with past practice;

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(vi)

make, change or revoke any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration,

investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, make any material change in its

accounting or Tax policies or procedures, file any Tax Return in a manner inconsistent with past practice, or enter into any contractual

obligation in respect of Taxes with any Tax authority, in each case, except as required by applicable Law or in compliance with GAAP,

as relevant;

(vii)

transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any material GH

Power Registered IP, or material GH Power Licensed IP, or disclose to any Person who has not entered into a confidentiality agreement

any material Trade Secrets, other than (i) routine prosecution, maintenance, and renewals of GH Power IP and (ii) non-exclusive outbound

licenses to customers and partners in the ordinary course of business;

(viii)

terminate, or waive or assign any material right under any GH Power Material Contract or enter into any Contract that would be a GH Power

Material Contract, in each case outside of the ordinary course of business consistent with past practice;

(ix)

fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;

(x)

establish any Subsidiary or enter into any new line of business;

(xi)

fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance

coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect;

(xii)

revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to

comply with GAAP and after consulting with such Party’s outside auditors;

(xiii)

waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation

relating to this Agreement or the Transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises

that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by,

such Party or its Affiliates) not in excess of $250,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy any

Actions, Liabilities or obligations, unless such amount has been reserved in GH Power Financials or the consolidated financial statements

of Pubco, as applicable, other than any waivers, releases, assignments, settlements or compromises entered into in the ordinary course

of business of GH Power in accordance with its past practices which are not material individually or in the aggregate;

(xiv)

close or materially reduce its activities, or effect any layoff or other personnel reduction or change, at any of its facilities;

(xv)

acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any

corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets

outside the ordinary course of business consistent with past practice or pursuant to any GH Power Material Contract;

(xvi)

make capital expenditures in excess of $250,000 for any project;

(xvii)

adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

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(xviii)

voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $250,000 plus any expenses

incurred in connection with the Transactions other than in the ordinary course of business consistent with past practice or pursuant

to the terms of a GH Power Material Contract or GH Power Benefit Plan;

(xix)

sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise

dispose of any material portion of its properties, assets or rights, in any case outside of the ordinary course of business consistent

with past practice;

(xx)

enter into any agreement, understanding or arrangement with respect to the voting of equity securities of GH Power, Pubco or the Merger

Subs;

(xxi)

take any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental

Authority to be obtained in connection with this Agreement;

(xxii)

accelerate the collection of any trade receivables or delay the payment of trade payables or any other liabilities other than in the

ordinary course of business consistent with past practice;

(xxiii)

enter into, amend, waive or terminate (other than terminations in accordance with their terms or as contemplated by this Agreement) any

transaction with any Related Person (other than compensation and benefits and advancement of expenses, in each case, provided in the

ordinary course of business consistent with past practice); or

(xxiv)

authorize or agree to do any of the foregoing actions.

7.3

Conduct of Business of Matinas.

(a)

Unless GH Power and Pubco shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed),

during the Interim Period, except as expressly contemplated by this Agreement or as set forth on Schedule 7.3, Matinas shall,

and shall cause its Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business

consistent with past practice, (ii) comply with all Laws applicable to Matinas and its Subsidiaries and their respective businesses,

assets and employees, and (iii) take all commercially reasonable measures necessary or appropriate to preserve intact, in all material

respects, their respective business organizations, to keep available the services of their respective managers, directors, officers,

employees and consultants, and to preserve the possession, control and condition of their respective material assets, all as consistent

with past practice.

(b)

Without limiting the generality of Section 7.3(a) and except as contemplated by the terms of this Agreement or as set forth on

Schedule 7.3, during the Interim Period, without the prior written consent of GH Power and Pubco (such consent not to be unreasonably

withheld, conditioned or delayed), Matinas shall not, and shall cause its Subsidiaries not to:

(i)

amend, waive or otherwise change, in any respect, its Organizational Documents;

(ii)

authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity

securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities,

or other securities, including any securities convertible into or exchangeable for any of its equity securities or other security interests

of any class and any other equity-based awards (other than the issuances of common stock issuable pursuant to the Matinas Stock Options

or Matinas Warrants, which options are outstanding as of the date hereof), or engage in any hedging transaction with a third Person with

respect to such securities;

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(iii)

split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof

or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of

its shares or other equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its

securities;

(iv)

incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $500,000

(individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness,

Liability or obligation of any Person (provided, that this Section 7.3(b)(iv) shall not prevent Matinas from borrowing funds necessary

to finance its ordinary course administrative costs and expenses, including its ordinary course accounts payables, and Expenses incurred

in connection with the consummation of the Transactions);

(v)

increase the wages, salaries or compensation of its employees or make or commit to make any bonus payment (whether in cash, property

or securities) to any employee, or materially increase other benefits of employees generally, or enter into, establish, materially amend

or terminate any Matinas Benefit Plan with, for or in respect of any current consultant, officer, manager director or employee, in each

case other than as required by applicable Law, pursuant to the terms of any Benefit Plans in the ordinary course of business consistent

with past practice;

(vi)

make, change or revoke any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration,

investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, make any material change in its

accounting or Tax policies or procedures, file any Tax Return in a manner inconsistent with past practice, or enter into any contractual

obligation in respect of Taxes with any Tax authority, in each case, except as required by applicable Law or in compliance with GAAP;

(vii)

terminate, waive or assign any material right under any Matinas Material Contract or enter into any Contract that would be a Matinas

Material Contract, in each case outside of the ordinary course of business consistent with past practice;

(viii)

fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;

(ix)

establish any Subsidiary or enter into any new line of business;

(x)

fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance

coverage with respect to its assets, operations and activities in such amount and scope of coverage as are currently in effect;

(xi)

revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to

comply with GAAP, and after consulting Matinas’s outside auditors;

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(xii)

waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation

relating to this Agreement or the Transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises

that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by,

Matinas or any Matinas Company) not in excess of $250,000 (individually or in the aggregate), or otherwise pay, discharge or satisfy

any Actions, Liabilities or obligations, unless such amount has been reserved in the Matinas Financials, other than waivers, releases,

assignments, settlements or compromises entered into in the ordinary course of business of Matinas in accordance with its past practices

which are not material individually or in the aggregate;

(xiii)

acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any

corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets

outside the ordinary course of business consistent with past practice;

(xiv)

excluding the Sale of MAT 2203, sell, transfer or dispose of, or authorize the sale, transfer or disposition of, any material assets,

taken as a whole, except for dispositions of obsolete assets or sales;

(xv)

make capital expenditures in excess of $200,000 individually for any project (or set of related projects) or $500,000 in the aggregate

(excluding, for the avoidance of doubt, incurring any Expenses);

(xvi)

adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization

(other than with respect to the Merger);

(xvii)

voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $200,000 individually

or $500,000 in the aggregate (excluding the incurrence of any Expenses) other than pursuant to the terms of a Contract in existence as

of the date of this Agreement or entered into in the ordinary course of business or in accordance with the terms of this Section 7.3

during the Interim Period;

(xviii)

excluding the Sale of MAT 2203, sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including

securitizations), or otherwise dispose of any material portion of its properties, assets or rights;

(xix)

enter into any agreement, understanding or arrangement with respect to the voting of its equity securities;

(xx)

take any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental

Authority to be obtained in connection with this Agreement;

(xxi)

enter into, amend, waive or terminate (other than terminations in accordance with their terms or as contemplated by this Agreement) any

transaction with any Related Person;

(xxii)

accelerate the collection of any trade receivables or delay the payment of trade payables or any other liabilities other than in the

ordinary course of business consistent with past practice; or

(xxiii)

authorize or agree to do any of the foregoing actions.

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7.4

Annual and Interim Financial Statements.

(a)

During the Interim Period, within thirty (30) calendar days following each three-month quarterly period and each fiscal year, GH Power

shall deliver to Matinas an unaudited consolidated income statement and an unaudited consolidated balance sheet of the GH Power Companies

for the period from the Interim Balance Sheet Date through the end of such quarterly period or fiscal year and the applicable comparative

period in the preceding fiscal year, in each case accompanied by a certificate of the Chief Financial Officer of GH Power to the effect

that all such financial statements fairly present the consolidated financial position and results of operations of the GH Power Companies

as of the date or for the periods indicated, in accordance with GAAP, subject to year-end audit adjustments and excluding footnotes.

From the date hereof through the Closing Date, GH Power will also promptly deliver to Matinas copies of any audited consolidated financial

statements of the GH Power Companies that the GH Power Companies’ certified public accountants may issue.

(b)

Each of the Parties shall use its reasonable best efforts to prepare and deliver, as promptly as practicable (but in any event within

ninety (90) days of the date hereof), true, correct and complete copies of the financial statements and other financial information of

such Party as are required to be included in the Registration Statement (the “Required Financials”) and to

promptly make any necessary amendments, restatements or revisions to the Required Financials, including any audited or unaudited financial

statements for additional periods as required pursuant to rules and regulations of the SEC, such that they remain compliant through the

date of completion of the offering pursuant to the Registration Statement. Each Party shall use commercially reasonable efforts to promptly

remedy or otherwise address any significant deficiency, material weakness or other issue with respect to such Party’s internal

control over financial reporting or otherwise in the preparation of the Required Financials, as identified by such Party’s accountants.

7.5

Matinas Public Filings. During the Interim Period, Matinas shall keep current and timely file (subject to extension pursuant to

Rule 12b-25 promulgated by the SEC) all of its public filings with the SEC and otherwise comply in all material respects with applicable

securities Laws and shall use its commercially reasonable efforts prior to the Transactions to maintain the listing of the Matinas Common

Stock on NYSE; provided, that the Parties acknowledge and agree that from and after the Closing, the Parties intend to list on NYSE only

the Pubco Common Shares.

7.6

Matinas Non-Solicitation.

(a)

Matinas agrees that, during the Interim Period, Matinas shall not, and shall cause its Subsidiaries no to, nor shall it authorize or

permit any of its or their respective Representatives to, directly or indirectly: (i) solicit, initiate or knowingly encourage, induce,

discuss, negotiate or facilitate the communication, making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry

or take any action that could reasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry; (ii) furnish any non-public

information regarding any Matinas Company to any Person in connection with or in response to an Acquisition Proposal or Acquisition Inquiry;

(iii) engage in discussions (other than to inform any Person of the existence of the provisions in this Section 7.6(a)) or negotiations

with any Person with respect to any Acquisition Proposal or Acquisition Inquiry; (iv) approve, endorse or recommend any Acquisition Proposal;

(v) execute or enter into any letter of intent or any Contract contemplating or otherwise relating to any Acquisition Transaction (other

than a confidentiality agreement permitted under this Section 7.6); or (vi) publicly propose to do any of the foregoing; provided,

however, that, notwithstanding anything contained in this Section 7.6 and subject to compliance with this Section 7.6,

prior to obtaining the Required Matinas Stockholder Approval, Matinas may furnish non-public information regarding Matinas to, and enter

into discussions or negotiations with, any Person in response to an unsolicited bona fide written Acquisition Proposal by such Person

which the Matinas Board determines in good faith, after consultation with Matinas’s outside financial advisors and outside legal

counsel, constitutes, or is reasonably likely to result in, a Superior Offer (and is not withdrawn) if: (A) neither Matinas nor any of

its Representatives shall have breached this Section 7.6 in any material respect, (B) the Matinas Board concludes in good faith

based on the advice of outside legal counsel, that the failure to take such action is reasonably likely to be inconsistent with the fiduciary

duties of the Matinas Board under applicable Law; (C) Matinas receives from such Person an executed confidentiality agreement containing

provisions (including nondisclosure provisions, use restrictions, non-solicitation provisions, no hire and “standstill” provisions)

at least as favorable to Matinas as those contained in Section 7.14; and (D) substantially contemporaneously with furnishing any

such nonpublic information to such Person, Matinas furnishes such nonpublic information to GH Power (to the extent such information has

not been previously furnished by Matinas to GH Power). Without limiting the generality of the foregoing, Matinas acknowledges and agrees

that, in the event any Representative of Matinas (whether or not such Representative is purporting to act on behalf of Matinas) takes

any action that, if taken by Matinas, would constitute a breach of this Section 7.6, the taking of such action by such Representative

shall be deemed to constitute a breach of this Section 7.6 by Matinas for purposes of this Agreement.

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(b)

If Matinas or any Representative of Matinas receives an Acquisition Proposal or Acquisition Inquiry at any time during the Interim Period,

then Matinas shall promptly (and in no event later than two (2) Business Days after Matinas becomes aware of such Acquisition Proposal

or Acquisition Inquiry) advise GH Power orally and in writing of such Acquisition Proposal or Acquisition Inquiry (including the identity

of the Person making or submitting such Acquisition Proposal or Acquisition Inquiry, and the material terms thereof). Matinas shall keep

GH Power reasonably informed with respect to the status and material terms of any such Acquisition Proposal or Acquisition Inquiry and

any material modification or proposed material modification thereto.

(c)

Notwithstanding the foregoing, prior to a Matinas Board Change in Recommendation, the Matinas Board may make a Matinas Board Change in

Recommendation, if and only if (i) Matinas promptly notifies GH Power, in writing and at least four (4) Business Days before making a

Matinas Board Change in Recommendation (the “Superior Offer Notice Period”) (which notice shall not constitute

a Matinas Board Change in Recommendation), of its intention to make a Matinas Board Change in Recommendation, (ii) Matinas attaches to

such notice the most current version of the proposed agreement (if any) under which such Superior Offer is proposed to be consummated

and the identity of the Person making the Superior Offer, (iii) during the Superior Offer Notice Period, Matinas causes its financial

and legal advisors to, negotiate with GH Power in good faith (to the extent GH Power desires to negotiate) to make such adjustments in

the terms and conditions of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Offer, and (iv) following

the end of the Superior Offer Notice Period, the Matinas Board determines in good faith, after consultation with its outside financial

advisors and outside legal counsel, that the Acquisition Proposal continues to constitute a Superior Offer.

(d)

Except as otherwise permitted by this Section 7.6, neither the Matinas Board nor any committee thereof shall (i) withdraw, qualify,

modify, change or amend (or propose publicly to withdraw, qualify, modify, change or amend) in any manner adverse to GH Power, Pubco

or the Merger Subs, the Matinas Board recommendation regarding the Transactions, or fail to include a recommendation in the Proxy Statement

to approve the Transactions, or (ii) approve or recommend or propose publicly to approve or recommend, any Acquisition Proposal (any

of the foregoing in clause (i) or (ii), a “Matinas Board Change in Recommendation”).

(e)

Matinas shall immediately cease and cause to be terminated any existing discussions, negotiations and communications with any Person

that relate to any Acquisition Proposal or Acquisition Inquiry as of the date of this Agreement and request the destruction or return

of any nonpublic information of Matinas provided to such Person as soon as practicable after the date of this Agreement.

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(f)

Nothing contained in this Agreement shall prohibit Matinas or the Matinas Board from (i) complying with Rules 14d-9 and 14e-2(a) promulgated

under the Exchange Act, (ii) issuing a “stop, look and listen” communication or similar communication of the type contemplated

by Section 14d-9(f) under the Exchange Act or (iii) otherwise making any disclosure to the Matinas stockholders; provided, however,

that in the case of the foregoing clause (iii) the Matinas Board determines in good faith, after consultation with its outside legal

counsel, that failure to make such disclosure would be reasonably likely to be inconsistent with applicable Law, including its fiduciary

duties under applicable Law; provided, further, that any such disclosures (other than a “stop, look and listen”

communication or similar communication of the type contemplated by Section 14d-9(f) under the Exchange Act) shall be deemed to be a Matinas

Board Change in Recommendation unless the Matinas Board expressly publicly reaffirms its recommendation to approve the Transactions (i)

in such communication or (ii) within three (3) Business Days after being requested in writing to do so by the Company.

7.7

GH Power Non-Solicitation .

(a)

GH Power agrees that, during the Interim Period, neither it nor any of its Subsidiaries shall, nor shall it or any of its Subsidiaries

authorize any of their respective Representatives to, directly or indirectly: (i) solicit, initiate or knowingly encourage, induce, discuss,

negotiate or facilitate the communication, making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry or take

any action that could reasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry; (ii) furnish any non-public information

regarding GH Power or any of its Subsidiaries to any Person in connection with or in response to an Acquisition Proposal or Acquisition

Inquiry; (iii) engage in discussions (other than to inform any Person of the existence of the provisions in this Section 7.7)

or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry; (iv) approve, endorse or recommend any

Acquisition Proposal; (v) execute or enter into any letter of intent or any Contract contemplating or otherwise relating to any Acquisition

Transaction (other than a confidentiality agreement permitted under this Section 7.7); or (vi) publicly propose to do any of the

foregoing.

(b)

Neither the GH Power Board nor any committee thereof shall (i) withdraw, qualify, modify, change or amend (or propose publicly to withdraw,

qualify, modify, change or amend) in any manner adverse to Matinas, Pubco or the Merger Subs, the GH Power Board recommendation regarding

the Transactions, including the Plan of Arrangement, or fail to include a recommendation in any required disclosure document to approve

the Transactions, including the Plan of Arrangement or (ii) approve or recommend or propose publicly to approve or recommend any Acquisition

Proposal.

(c)

GH Power shall immediately cease and cause to be terminated any existing discussions, negotiations and communications with any Person

that relate to any Acquisition Proposal or Acquisition Inquiry as of the date of this Agreement and request the destruction or return

of any nonpublic information of GH Power or any of its Subsidiaries provided to such Person as soon as practicable after the date of

this Agreement.

7.8

No Trading. GH Power, Pubco and the Merger Subs each acknowledge and agree that it is aware, and that their respective Affiliates

are aware (and each of their respective Representatives is aware or, upon receipt of any material nonpublic information of Matinas, will

be advised) of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC and the NYSE promulgated

thereunder or otherwise (the “Federal Securities Laws”) and other applicable foreign and domestic Laws on a

Person possessing material nonpublic information about a publicly traded company. GH Power, Pubco and the Merger Subs each hereby agree

that, while it is in possession of such material nonpublic information, it shall not purchase or sell any securities of Matinas, communicate

such information to any third party, take any other action with respect to Matinas in violation of such Laws, or cause or encourage any

third party to do any of the foregoing.

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7.9

Notification of Certain Matters. During the Interim Period, each Party shall give prompt notice to the other Parties if such Party

or its Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or

its Affiliates hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including

any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions

contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates; (c) receives any notice or other

communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact

or circumstance that, or becomes aware of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would

reasonably be expected to cause or result in any of the conditions set forth in Article VIII not being satisfied or the satisfaction

of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such

Party or any of its Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director,

partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates with respect to the consummation

of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing

the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of

the representations, warranties or covenants contained in this Agreement have been breached.

7.10

Efforts. Each Party shall use reasonable best efforts to file or otherwise submit, as soon as practicable after the date of this

Agreement (if required based on information as of the date of this Agreement or, if not so required, then within ten (10) Business Days

after such time at which the same shall become applicable to the Transactions), all applications, notices, reports and other documents

reasonably required to be filed by such Party with or otherwise submitted by such Party to any Governmental Authority with respect to

the Transactions, and to submit promptly any additional information requested by any such Governmental Authority. Each Party shall (i)

promptly supply the other with any information which may be required in order to effectuate such filings, (ii) submit promptly any additional

information which may be reasonably requested by any such Governmental Authority, and (iii) coordinate with the other Party in making

any such filings or information submissions pursuant to and in connection with the foregoing that may be necessary, proper, or advisable

in order to consummate and make effective the Transactions.

7.11

Cooperation. Each Party shall cooperate reasonably with the other Party and shall provide the other Party with such assistance

as may be reasonably requested for the purpose of facilitating the performance by each Party of its respective obligations under this

Agreement and to enable the combined entity to continue to meet its obligations following the Effective Time.

7.12

The Registration Statement.

(a)

As promptly as practicable after the date hereof, Matinas and Pubco shall prepare with the assistance of GH Power and file with the SEC

a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein,

the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Common

Shares to be issued under this Agreement to the holders of Matinas Securities and GH Power Securities prior to the Effective Time, which

Registration Statement will also contain a proxy statement of Matinas (as amended, the “Proxy Statement”) for

the purpose of soliciting proxies from Matinas stockholders for the matters to be acted upon at the Special Stockholder Meeting.

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(b)

The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Matinas stockholders to vote, at a special

meeting of Matinas stockholders to be called and held for such purpose (the “Special Stockholder Meeting”),

in favor of resolutions approving (A) the adoption and approval of this Agreement and the Transactions, by the holders of Matinas Common

Stock in accordance with Matinas’s Organizational Documents, the DGCL and the rules and regulations of the SEC and NYSE, (B) the

adoption and approval of a new Equity Incentive Plan for Pubco, in form and substance to be mutually agreed by Pubco, GH Power and Matinas

prior to the Closing (the “Pubco Equity Plan”), which will provide for new awards for a number of shares of

Pubco Common Shares as mutually agreed by Pubco, GH Power and Matinas, (C) the Pubco Bylaws and Pubco Charter, (D) the Sale of Mat 2203,

if deemed necessary, (E) such other matters as GH Power, Pubco and Matinas shall hereafter mutually determine to be necessary or appropriate

in order to effect the Transactions (the approvals described in foregoing clauses (A) through (E), collectively, the “Stockholder

Approval Matters”), and (F) the adjournment of the Special Stockholder Meeting, if necessary or desirable in the reasonable

determination of Matinas.

(c)

If, on the date one day immediately preceding the date for which the Special Stockholder Meeting is scheduled, Matinas reasonably believes

that it will not receive proxies representing a sufficient number of shares to obtain the Required Matinas Stockholder Approval, whether

or not a quorum is present, or, Matinas will not have sufficient shares of Matinas common stock to constitute a quorum, Matinas may in

its sole discretion make one or more successive postponements or adjournments of the Special Stockholder Meeting as long as such Special

Stockholder Meeting is not postponed more than five (5) days for each postponement or adjournment or an aggregate of ten (10) days for

all such postponements or adjournments. In connection with the Registration Statement, Matinas and Pubco shall file with the SEC financial

and other information about the transactions contemplated by this Agreement in accordance with applicable Law and applicable proxy solicitation

and registration statement rules set forth in Matinas’s Organizational Documents, the DGCL and the rules and regulations of the

SEC and NYSE. Matinas and Pubco shall cooperate and provide GH Power (and its counsel) with a reasonable opportunity to review and comment

on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. GH Power shall provide Matinas

with such information concerning the GH Power Companies and their equity holders, officers, directors, employees, assets, Liabilities,

condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement,

or in any amendments or supplements thereto, which information provided by GH Power shall be true and correct and not contain any untrue

statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances

under which they were made, not materially misleading.

(d)

Pubco shall use commercially reasonable best efforts to have the Registration Statement declared effective under the Securities Act as

promptly as reasonably practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate

the Merger, the Arrangement and the other transactions contemplated hereby, which shall include reasonable best efforts to cause to be

delivered the consent from its independent auditors, in form reasonably satisfactory to the recipient and customary in scope and substance

for consents delivered by independent public accountants in connection with registration statements on Form F-4 under the Securities

Act. Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange

Act and other applicable Laws in connection with the Registration Statement and the Special Stockholder Meeting, respectively. Each of

Matinas, Pubco and GH Power shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees,

upon reasonable advance notice, available to GH Power, Pubco, Matinas and their respective Representatives in connection with the drafting

of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding

in a timely manner to comments from the SEC. Each Party shall promptly correct any information provided by it for use in the Registration

Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in

any material respect or as otherwise required by applicable Laws. Pubco shall amend or supplement the Registration Statement and cause

the Registration Statement, as so amended or supplemented, to be filed with the SEC and to be disseminated to Matinas’s stockholders

to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Matinas’s Organizational

Documents; provided, however, Pubco may not amend the Registration Statement without Matinas’s written consent.

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(e)

Matinas and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement

and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear” comments from

the SEC and become effective. Matinas and Pubco shall provide GH Power with copies of any written comments, and shall inform GH Power

of any material oral comments, that Matinas, Pubco or their respective Representatives receive from the SEC or its staff with respect

to the Registration Statement, the Special Stockholder Meeting promptly after the receipt of such comments and shall give GH Power a

reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.

(f)

As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, Matinas

and Pubco shall distribute the Registration Statement to Matinas’s stockholders and, pursuant thereto, shall call the Special Stockholder

Meeting in accordance with the DGCL for a date no later than forty (40) days following the effectiveness of the Registration Statement.

(g)

Matinas and Pubco shall comply with all applicable Laws, any applicable rules and regulations of NYSE, Matinas’s Organizational

Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder,

the calling and holding of the Special Stockholder Meeting.

7.13

Public Announcements.

(a)

The Parties agree that, during the Interim Period, no public release, filing or announcement concerning this Agreement or the Ancillary

Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior

written consent (not to be unreasonably withheld, conditioned or delayed) of Matinas, Pubco and GH Power, except as such release or announcement

may be required by applicable Law or the rules or regulations of any securities exchange, in which case the applicable Party shall use

commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange for any required filing with respect

to, such release or announcement in advance of such issuance.

(b)

The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within

twenty-four (24) hours thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press

Release”). Promptly after the issuance of the Signing Press Release and within four (4) Business Days of execution of this

Agreement, Matinas shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release

and a description of this Agreement as required by Federal Securities Laws, which GH Power shall review, comment upon and approve (which

approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with GH Power reviewing, commenting upon and approving

such Signing Filing in any event no later than the second (2nd) Business Day after the execution of this Agreement). The Parties

shall mutually agree upon and, as promptly as practicable after the Closing (but in any event within twenty-four (24) hours thereafter),

issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press

Release”). Promptly after the issuance of the Closing Press Release and within four (4) Business Days of execution of this

Agreement, Pubco shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release

and a description of the Closing as required by Federal Securities Laws which Matinas shall review, comment upon and approve (which approval

shall not be unreasonably withheld, conditioned or delayed) prior to filing. In connection with the preparation of the Signing Press

Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application

made by or on behalf of a Party to any Governmental Authority or other third party in connection with the transactions contemplated hereby,

each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective directors,

officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated

hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party and/or any Governmental

Authority in connection with the transactions contemplated hereby.

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7.14

Confidential Information.

(a)

GH Power, Pubco and the Merger Subs agree that during the Interim Period and, in the event this Agreement is terminated in accordance

with Article IX, for a period of two (2) years after such termination, they shall, and shall cause their respective Representatives

to: (i) treat and hold in strict confidence any Matinas Confidential Information, and will not use it for any purpose (except in connection

with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents, performing their obligations hereunder

or thereunder or enforcing their rights hereunder or thereunder), nor directly or indirectly disclose, distribute, publish, disseminate

or otherwise make available to any third party any of the Matinas Confidential Information without Matinas’s prior written consent;

and (ii) in the event that GH Power, Pubco, any Merger Sub or any of their respective Representatives, during the Interim Period or,

in the event that this Agreement is terminated in accordance with Article IX, for a period of two (2) years after such termination,

becomes legally compelled to disclose any Matinas Confidential Information, (A) provide Matinas to the extent legally permitted with

prompt written notice of such requirement so that Matinas or an Affiliate thereof may seek, at Matinas’s cost, a protective Order

or other remedy or waive compliance with this Section 7.14(a), and (B) in the event that such protective Order or other remedy

is not obtained, or Matinas waives compliance with this Section 7.14(a), furnish only that portion of such Matinas Confidential

Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts

to obtain assurances that confidential treatment will be accorded such Matinas Confidential Information. In the event that this Agreement

is terminated and the transactions contemplated hereby are not consummated, GH Power, Pubco and the Merger Subs shall, and shall cause

their respective Representatives to, promptly deliver to Matinas or destroy (at Matinas’s election) any and all copies (in whatever

form or medium) of Matinas Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other writings

related thereto or based thereon. Notwithstanding the foregoing, the obligations of confidentiality and non-use with respect to any Matinas

Confidential Information that constitutes a trade secret under applicable Law shall survive indefinitely.

(b)

Matinas hereby agrees that during the Interim Period and, in the event that this Agreement is terminated in accordance with Article

IX, for a period of two (2) years after such termination, it shall, and shall cause its Representatives to: (i) treat and hold in

strict confidence any GH Power Confidential Information, and will not use for any purpose (except in connection with the consummation

of the transactions contemplated by this Agreement or the Ancillary Documents, performing its obligations hereunder or thereunder or

enforcing its rights hereunder or thereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make

available to any third party any of GH Power Confidential Information without GH Power’s prior written consent; and (ii) in the

event that Matinas or any of its Representatives, during the Interim Period or, in the event that this Agreement is terminated in accordance

with Article IX, for a period of two (2) years after such termination, becomes legally compelled to disclose any GH Power Confidential

Information, (A) provide GH Power to the extent legally permitted with prompt written notice of such requirement so that GH Power may

seek, at GH Power’s sole expense, a protective Order or other remedy or waive compliance with this Section 7.14(b) and (B)

in the event that such protective Order or other remedy is not obtained, or GH Power waives compliance with this Section 7.14(b),

furnish only that portion of such GH Power Confidential Information which is legally required to be provided as advised by outside counsel

and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such GH Power Confidential

Information. In the event that this Agreement is terminated and the transactions contemplated hereby are not consummated, Matinas shall,

and shall cause its Representatives to, promptly deliver to GH Power or destroy (at GH Power’s election) any and all copies (in

whatever form or medium) of GH Power Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and

other writings related thereto or based thereon. Notwithstanding the foregoing, Matinas and its Representatives shall be permitted to

disclose any and all GH Power Confidential Information to the extent required by the Federal Securities Laws. Notwithstanding the foregoing,

the obligations of confidentiality and non-use with respect to any GH Power Confidential Information that constitutes a trade secret

under applicable Law shall survive indefinitely.

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7.15

Post-Closing Board of Directors and Executive Officers.

(a)

The Parties shall take all necessary action, including causing the directors of the Pubco to resign, so that effective as of the Closing,

Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of five (5) individuals. Immediately

after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board (i) one (1) individual

designated by Matinas prior to the Closing; and (ii) four (4) individuals (as applicable) that are designated by GH Power prior to the

Closing.

(b)

The Parties shall take all action necessary, including causing the executive officers of Pubco to either resign or be removed from their

office, so that the individuals serving as the chief executive officer and chief financial officer, respectively, of Pubco immediately

after the Closing will be the same individuals (in the same office) as those of GH Power immediately prior to the Closing (unless GH

Power desires to appoint another qualified person to serve in either such role, in which case, such other person identified by GH Power

shall serve in such role).

7.16

Indemnification of Directors and Officers; Tail Insurance.

(a)

The Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former

directors and officers of Matinas and each Person who served as a director, officer, member, trustee or fiduciary of another corporation,

partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of Matinas (the “D&O

Indemnified Persons”) as provided in Matinas’s Organizational Documents or under any indemnification, employment

or other similar agreements between any D&O Indemnified Person and Matinas, in each case as in effect on the date of this Agreement,

shall survive the Closing and continue in full force and effect in accordance with their respective terms to the extent permitted by

applicable Law. For a period of six (6) years after the Effective Time, Pubco shall cause the Organizational Documents of Matinas to

contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified

Persons than are set forth as of the date of this Agreement in the Organizational Documents of Matinas to the extent permitted by applicable

Law. The provisions of this Section 7.16 shall survive the Closing and are intended to be for the benefit of, and shall be enforceable

by, each of the D&O Indemnified Persons and their respective heirs and representatives.

(b)

For the benefit of Matinas’s directors and officers, Matinas shall be permitted prior to the Effective Time to obtain and fully

pay the premium for a “tail” insurance policy that provides coverage for up to a six-year period from and after the Effective

Time for events occurring prior to the Effective Time (the “D&O Tail Insurance”) that is substantially

equivalent to and in any event not less favorable in the aggregate than Matinas’s existing policy; provided, that the aggregate

premium for such D&O Tail Insurance shall not exceed 200% of the current annual premium paid by Matinas for its existing policy (the

“D&O Tail Premium Cap”) and if such premium for such D&O Tail Insurance would exceed the D&O Tail

Premium Cap, then Matinas shall purchase such D&O Tail Insurance that provides the maximum coverage available at an annual premium

equal to the D&O Tail Premium Cap. If obtained, Pubco shall cause Matinas to maintain the D&O Tail Insurance in full force and

effect and continue to honor the obligations thereunder. The D&O Tail Insurance shall be fully prepaid by Matinas prior to the Effective

Time, and no further premiums shall be due from Pubco, GH Power, or their Affiliates.

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7.17

Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, indirect and other substantially similar Taxes (including

any indirect capital gains taxes) and fees incurred in connection with this Agreement (collectively, “Transfer Taxes”)

shall be borne by GH Power. GH Power shall, at its own expense, file all necessary Tax Returns and other documentation with respect to

all Transfer Taxes, and Matinas agrees to cooperate in the filing of such Tax Returns and other documentation, including promptly supplying

any information in its possession that is reasonably necessary to complete such Tax Returns and other documentation.

7.18

Tax Matters.

(a)

Each of the Parties (together with each of its respective Affiliates) shall use its reasonable best efforts to cause, taken together,

the Merger and the Amalgamation to qualify as an exchange described in Section 351 of the Code, and shall not take any action or fail

to take any action that could reasonably be expected to impede or prevent, taken together, the Merger and the Amalgamation from qualifying

as an exchange described in Section 351 of the Code.

(b)

Each of the Parties shall (and shall cause their respective Affiliates to) cooperate fully, as and to the extent reasonably requested

by another Party, in connection with the filing of relevant Tax Returns, and any Tax Proceeding. Such cooperation shall include the retention

and (upon the other Party’s request) the provision (with the right to make copies) of records and information reasonably relevant

to any Tax Proceeding, making employees available on a mutually convenient basis to provide additional information and explanation of

any material provided hereunder and making available to the Matinas Securityholders information reasonably necessary to compute any income

of any such holder (or its direct or indirect owners) or satisfy any reporting requirements arising (i) if applicable, as a result of

Pubco’s status as a “passive foreign investment company” within the meaning of Section 1297(a) of the Code or a “controlled

foreign corporation” within the meaning of Section 957(a) of the Code for any Taxable period following the Closing Date, including

timely providing (a) a PFIC Annual Information Statement to enable such holders to make a “Qualified Electing Fund” election

under Section 1295 of the Code for such Taxable period, and (b) information to enable applicable holders to report their allocable share

of “subpart F” and/or “GILTI” income under Section 951 of the Code for such Taxable period and (ii) under Section

367(a) of the Code and the Treasury Regulations promulgated thereunder as a result of the Transactions.

7.19

Section 16 Matters. Subject to the following sentence, prior to the Effective Time, Pubco, GH Power and Matinas will take all

such steps as may be required (to the extent permitted under applicable Laws and no-action letters issued by the SEC) to cause any acquisition

of Pubco Common Shares (including derivative securities with respect to Pubco Common Shares) by each Person (including any director by

deputization) who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Pubco, to

be exempt under Rule 16b-3 under the Exchange Act. At least ten (10) days prior to the Closing Date, Matinas will furnish the following

information to Pubco for each Person who, immediately after the Effective Time, will become subject to the reporting requirements of

Section 16(a) of the Exchange Act with respect to Matinas: (a) the number of shares of Matinas Common Stock held by such Person and expected

to be exchanged for Pubco Common Shares pursuant to the Transaction and (b) the number of other derivative securities (if any) with respect

to Matinas Common Stock held by such individual and expected to be converted into Pubco Common Shares or derivative securities with respect

to Merger Sub Common Stock in connection with the Transactions.

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7.20

Pubco S-8 Registration Statement. Pubco shall file with the SEC, as soon as reasonably practicable following the Effective Time,

a registration statement on Form S-8, if available, for use by Pubco, relating to the Pubco Common Shares issuable with respect to Matinas

Stock Options assumed by Pubco in accordance with Section 1.6(c).

7.21

Listing. Pubco shall use its commercially reasonable efforts, (a) to the extent required by the rules and regulations of NYSE,

to prepare and submit to NYSE a notification form for the listing of the Pubco Common Shares to be issued in connection with the Transactions,

and to cause such shares to be approved for listing (subject to official notice of issuance) and (b) to the extent required by Section

713 of the NYSE American LLC Company Guide, to file an initial listing application for the Pubco Common Shares on NYSE (the “NYSE

Listing Application”) and to cause such NYSE Listing Application to be conditionally approved prior to the Effective Time.

The Parties will use commercially reasonable efforts to coordinate with respect to compliance with NYSE rules and regulations. Matinas

and GH Power will cooperate with Pubco as reasonably requested by Pubco with respect to the NYSE Listing Application and promptly furnish

to Pubco all information concerning the GH Power Companies, or Matinas and its stockholders, as applicable, that may be required or reasonably

requested in connection with any action contemplated by this Section 7.21.

7.22

PIPE Financing. GH Power shall take all commercially reasonable actions required to obtain the PIPE Financing and consummate the

transactions contemplated by the Subscription Agreements on the terms described therein, including to (x) comply with its obligations

under the Subscription Agreements, and (y) in the event that all conditions in the Subscription Agreements have been satisfied, consummate

the transactions contemplated by the Subscription Agreements prior to Closing. GH Power agrees that any Subscription Agreements will

provide that Matinas is a third party beneficiary thereof and is entitled to enforce such agreements against the investor. Until the

earlier of the termination of this Agreement or the Effective Time, GH Power shall not, without the prior written consent of Matinas

(which consent shall not be unreasonably withheld, conditioned or delayed), amend or waive any provision of any Subscription Agreement.

Prior to the Closing, Matinas shall provide, and shall cause its Subsidiaries and Representatives to provide, cooperation in connection

with the arrangement and consummation of any PIPE Financing, in each case as may be reasonably requested by GH Power, including (i) timely

furnishing any financial and other information concerning Matinas and its Subsidiaries as is reasonably requested by GH Power, (ii) participating

in a reasonable number of meetings, presentations, and due diligence sessions with prospective investors with reasonable prior advance

notice, (iii) assisting with the preparation of any customary marketing materials and offering documents, and (iv) taking all other actions

reasonably necessary to consummate such PIPE Financing; provided that Matinas shall not be obligated to take any such action that is

not conditioned upon the occurrence of Closing. Matinas agrees that it shall not take any action that is reasonably likely to impede,

delay, or materially impair the terms of the PIPE Financing. Matinas hereby consents to the reasonable use of its logos in connection

with the PIPE Financing.

7.23

Termination of Matinas Affiliate Transactions. Effective as of the Effective Time, Matinas and its Subsidiaries shall terminate

all Affiliate transactions between Matinas or any of its Subsidiaries with any Affiliates of Matinas set forth on Schedule 7.23,

in each case without any continuing Liability of Matinas (or Pubco, GH Power or any of their respective Affiliates) thereunder.

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7.24

Stockholder Litigation. Prior to the Effective Time, Matinas shall control the defense or settlement of any litigation or other

Proceedings against itself or any of its directors relating to this Agreement or the Transactions; provided that, until the earlier of

the termination of this Agreement in accordance with its terms or the Effective Time, Matinas will promptly provide GH Power with any

pleadings and correspondence received by Matinas relating to any such litigation or Proceeding and will keep GH Power reasonably apprised

on a reasonably prompt basis with respect to the defense or settlement of any such litigation or other Proceeding. Matinas will cooperate

with and give GH Power the opportunity to consult and participate with respect to the defense or settlement of any such litigation or

Proceeding. Other than Proceedings solely between or among the parties hereto, Matinas agrees that it shall not settle any such litigation

or other Proceedings without the prior written consent of GH Power.

7.25

Lock Up Agreements . Each of Matinas and GH Power shall cause each individual who is a director or executive officer of Matinas

or GH Power, as applicable, as of immediately prior to the Effective Time to execute and deliver to Pubco, no later than five (5) Business

Days prior to the Closing, a lock-up agreement in a form mutually agreed by Pubco and Matinas, acting reasonably (each, a “Lock-Up

Agreement”). Each Lock-Up Agreement shall provide that, without the prior written consent of Pubco, the signatory will

not, during the period commencing on the Closing Date and ending on the date that is the earlier of (i) one hundred eighty (180) days

thereafter or (ii) ninety (90) days after termination of such shareholders’ service with Matinas (the “Lock-Up Period”),

directly or indirectly, offer, sell, contract to sell, lend, pledge, hedge, swap or otherwise transfer or dispose of any equity securities

of Pubco received by such signatory in the Transactions, or publicly disclose the intention to do any of the foregoing, in each case

subject to customary exceptions. Pubco may cause appropriate legends to be placed on, and stop-transfer instructions to be noted against,

any Pubco securities subject to the Lock-Up Agreements to reflect the restrictions therein.

Article

VIII

CLOSING CONDITIONS

8.1

Conditions to Each Party’s Obligations. The obligations of each Party to consummate the Transactions shall be subject to

the satisfaction or written waiver (where permissible) by GH Power and Matinas of the following conditions:

(a)

Required Matinas Stockholder Approval. The Stockholder Approval Matters that are submitted to the vote of the stockholders of

Matinas at the Special Stockholder Meeting in accordance with the Proxy Statement shall have been approved by the requisite vote of the

stockholders of Matinas at the Special Stockholder Meeting in accordance with Matinas’s Organizational Documents, applicable Law

and the Proxy Statement (the “Required Matinas Stockholder Approval”).

(b)

Required GH Power Shareholder Approval. This Agreement, the Ancillary Documents and the Transaction shall have been duly adopted

by the requisite equityholders of GH Power (the “Required GH Power Shareholder Approval”). The Required GH

Power Shareholder Approval of the Arrangement Resolution shall have been approved in accordance with the Interim Order and applicable

Law and a certified copy of such Arrangement Resolution shall have been delivered to Matinas and Pubco.

(c)

No Law or Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary,

preliminary or permanent) or Order that is then in effect and which has the effect of making the transactions or agreements contemplated

by this Agreement illegal or which otherwise prevents or prohibits consummation of the transactions contemplated by this Agreement.

(d)

Appointment to the Board. The members of the Post-Closing Pubco Board shall have been elected or appointed as of the Closing consistent

with the requirements of Section 7.15.

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(e)

Pubco Organizational Documents. At or prior to the Closing, the bylaws and articles of Pubco shall each be in a form reasonably

acceptable to each of GH Power and Matinas.

(f)

Foreign Private Issuer Status. Each of GH Power and Matinas shall have received evidence reasonably satisfactory to such Party

that Pubco qualifies as a foreign private issuer pursuant to Rule 3b-4 of the Exchange Act as of the Closing.

(g)

Registration Statement. The Registration Statement shall have been declared effective by the SEC and shall remain effective as

of the Closing and shall not be subject to any stop order or proceeding (or threatened proceeding by the SEC) seeking a stop order with

respect to the Registration Statement.

(h)

Stock Exchange Listing. The Pubco Common Shares to be issued in connection with the Transactions shall have been approved for

listing on the NYSE, subject to official notice of issuance.

(i)

Arrangement Resolutions. The Arrangement Resolution has been approved at the Company Meeting in accordance with the Interim Order.

(j)

Orders. the Interim Order and the Final Order have each been obtained on terms consistent with this Agreement, and have not been

set aside or modified in a manner unacceptable to either GH Power or Matinas, each acting reasonably, on appeal or otherwise.

8.2

Conditions to Obligations of GH Power, Pubco and the Merger Sub . In addition to the conditions specified in Section 8.1,

the obligations of GH Power, Pubco and the Merger Subs to consummate the Transactions are subject to the satisfaction or written waiver

(by GH Power and Pubco) of the following conditions:

(a)

Representations and Warranties.

(i)

The representations and warranties of Matinas contained in Section 4.1 (Organization and Standing), Section 4.2 (Authorization;

Binding Agreement), Section 4.6 (Subsidiaries) and Section 4.23 (Finders and Brokers) shall each be true and correct

(without giving any effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar

limitation set forth therein) in all material respects as of the Closing Date as though made on the Closing Date, except to the extent

that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall

be true and correct in all material respects as of such earlier date.

(ii)

All other representations and warranties of Matinas contained in this Agreement shall be true and correct (without giving any effect

to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein)

in all respects as of the Closing Date, as though made on and as of the Closing Date, except (A) to the extent that any such representation

and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such

earlier date and (B) where the failure of such representations and warranties to be true and correct (whether as of the Closing Date

or such earlier date), taken as a whole, does not result in a Material Adverse Effect.

(b)

Agreements and Covenants. Matinas shall have performed in all material respects all of its obligations and complied in all material

respects with all of its agreements and covenants under this Agreement to be performed or complied with by it on or prior to the Closing

Date.

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(c)

No Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to Matinas since the date of this Agreement

which is continuing and uncured, so as to no longer constitute a Material Adverse Effect at the Closing Date.

(d)

Closing Deliveries.

(i)

Officer Certificate. Matinas shall have delivered to GH Power and Pubco a certificate, dated the Closing Date, signed by an executive

officer of Matinas in such capacity, certifying as to the satisfaction of the conditions specified in Sections 8.2(a), 8.2(b)

and 8.2(c) with respect to Matinas.

(ii)

Secretary Certificate. Matinas shall have delivered to GH Power and Pubco a certificate from its secretary or other executive

officer certifying as to, and attaching, (A) copies of Matinas’s Organizational Documents as in effect as of the Closing Date (immediately

prior to the Effective Time), (B) the resolutions of Matinas’s board of directors authorizing and approving the execution, delivery

and performance of this Agreement and each of the Ancillary Documents to which it is a party or by which it is bound, and the consummation

of the transactions contemplated hereby and thereby, (C) evidence that the Required Matinas Stockholder Approval has been obtained and

(D) the incumbency of officers authorized to execute this Agreement or any Ancillary Document to which Matinas is or is required to be

a party or otherwise bound.

(iii)

Good Standing. Matinas shall have delivered to GH Power and Pubco a good standing certificate (or similar documents applicable

for such jurisdictions) for Matinas certified as of a date no earlier than five (5) Business Days prior to the Closing Date from the

proper Governmental Authority of Matinas’s jurisdiction of organization and from each other jurisdiction in which Matinas is qualified

to do business as a foreign entity as of the Closing, in each case to the extent that good standing certificates or similar documents

are generally available in such jurisdictions.

(iv)

FIRPTA Certificate. Matinas shall deliver to Pubco a duly executed certification that meets the requirements of Treasury Regulation

Sections 1.1445-2(c)(3) and 1.897-2(h), dated as of the Closing Date and in form and substance reasonably acceptable to Pubco, certifying

that Matinas is not, and has not been during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, a “United

States real property holding corporation” within the meaning of Section 897(c)(2) of the Code; provided, however, that provision

of such certificate shall not be a condition to Closing and that the sole remedy for failure to provide such certification shall be withholding,

if applicable.

8.3

Conditions to Obligations of Matinas. In addition to the conditions specified in Section 8.1, the obligations of Matinas

to consummate the Transactions are subject to the satisfaction or written waiver (by Matinas) of the following conditions:

(a)

Representations and Warranties.

(i)

The representations and warranties of GH Power, Pubco, and the Merger Subs contained in Section 5.1 (Organization and Standing),

Section 5.2 (Authorization; Binding Agreement), Section 5.6 (Pubco and Merger Sub Activities), Section

5.8 (Finders and Brokers), Section 6.1 (Organization and Standing), Section 6.2 (Authorization; Binding

Agreement), Section 6.4 (Subsidiaries) and Section 6.25 (Finders and Brokers) shall each be true and

correct (without giving any effect to any limitation as to “materiality” or “Material Adverse Effect” or any

similar limitation set forth therein) in all material respects as of the Closing Date as though made on the Closing Date, except to the

extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty

shall be true and correct in all material respects as of such earlier date.

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(ii)

All other representations and warranties of GH Power, Pubco, and the Merger Subs contained in this Agreement shall be true and correct

(without giving any effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar

limitation set forth therein) in all respects as of the Closing Date, as though made on and as of the Closing Date, except (A) to the

extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty

shall be true and correct as of such earlier date and (B) where the failure of such representations and warranties to be true and correct

(whether as of the Closing Date or such earlier date), taken as a whole, does not result in a Material Adverse Effect.

(b)

Agreements and Covenants. GH Power, Pubco and the Merger Subs shall have performed in all material respects all of their respective

obligations and complied in all material respects with all of their respective agreements and covenants under this Agreement to be performed

or complied with by them on or prior to the Closing Date.

(c)

No Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to any GH Power Company, Pubco or the

Merger Subs since the date of this Agreement which is continuing and uncured, so as to no longer constitute a Material Adverse Effect

at the Closing Date.

(d)

Amalgamation. The Amalgamation shall have been effectuated in accordance with Section 2.1.

(e)

PIPE Financing. Evidence that all cash from the PIPE Financing has been deposited with GH Power, in accordance with the Subscription

Agreements and equals at least the Minimum PIPE Amount.

(f)

Closing Deliveries.

(i)

Officer Certificate. Matinas shall have received a certificate from GH Power, dated as of the Closing Date, signed by an executive

officer of GH Power in such capacity, certifying as to the satisfaction of the conditions specified in Sections 8.3(a), 8.3(b)

and 8.3(c). Pubco shall have delivered to Matinas a certificate, dated the Closing Date, signed by an executive officer of Pubco

in such capacity, certifying as to the satisfaction of the conditions specified in Sections 8.3(a), 8.3(b) and 8.3(c)

with respect to Pubco and the Merger Subs, as applicable.

(ii)

Secretary Certificates. GH Power and Pubco shall each have delivered to Matinas a certificate from its secretary or other executive

officer certifying as to the validity and effectiveness of, and attaching, (A) copies of its Organizational Documents as in effect as

of the Closing Date (immediately prior to the Effective Time), (B) the resolutions of its board of directors authorizing and approving

the execution, delivery and performance of this Agreement and each Ancillary Document to which it is a party or bound, and the consummation

of the Transactions, and (C) the incumbency of its officers authorized to execute this Agreement or any Ancillary Document to which it

is or is required to be a party or otherwise bound.

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(iii)

Good Standing. GH Power shall have delivered to Matinas a good standing certificate (or similar documents applicable for such

jurisdictions) for GH Power certified as of a date no earlier than five (5) Business Days prior to the Closing Date from the proper Governmental

Authority of GH Power’s jurisdiction of organization and from each other jurisdiction in which GH Power is qualified to do business

as a foreign corporation or other entity as of the Closing, in each case to the extent that good standing certificates or similar documents

are generally available in such jurisdictions. Pubco shall have delivered to Matinas good standing certificates (or similar documents

applicable for such jurisdictions) for each of Pubco and Merger Sub certified as of a date no earlier than five (5) Business Days prior

to the Closing Date from the proper Governmental Authority of Pubco’s and Merger Sub’s jurisdiction of organization and from

each other jurisdiction in which Pubco or Merger Sub is qualified to do business as a foreign corporation or other entity as of the Closing,

in each case to the extent that good standing certificates or similar documents are generally available in such jurisdictions.

(g)

Payment Spreadsheet. GH Power shall have delivered the Payment Spreadsheet to Matinas.

8.4

Frustration of Conditions. Notwithstanding anything contained herein to the contrary, no Party may rely on the failure of any

condition set forth in this Article VIII to be satisfied if such failure was caused by the failure of such Party or its Affiliates

(or with respect to GH Power, any GH Power Company, Pubco or any Merger Sub) to comply with or perform any of its covenants or obligations

set forth in this Agreement.

Article

TERMINATION AND EXPENSES

9.1

Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the

Closing as follows:

(a)

by mutual written consent of GH Power and Matinas;

(b)

by written notice by GH Power or Matinas if any of the conditions to the Closing set forth in Article VIII have not been satisfied

or waived by December 31, 2026 (the “Outside Date”); provided, however, that the right to terminate this Agreement

under this Section 9.1(b) shall not be available to GH Power, on the one hand, or to Matinas, on the other hand, if such Party’s

action or failure to act has been a principal cause of the failure of the Transactions to occur on or before the Outside Date and such

action or failure to act constitutes a breach of this Agreement, provided, further, that, in the event that a request for additional

information has been made by any Governmental Authority, or in the event that the SEC has not declared effective under the Securities

Act the Registration Statement by the date which is sixty (60) days prior to the Outside Date, then either Matinas or GH Power shall

be entitled to extend the Outside Date for an additional sixty (60) days by written notice to the other Party;

(c)

by written notice by either GH Power or Matinas if a Governmental Authority of competent jurisdiction shall have issued an Order or taken

any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such

Order or other action has become final and non-appealable; provided, however, that the right to terminate this Agreement

pursuant to this Section 9.1(c) shall not be available to a Party if the failure by such Party or its Affiliates (or with respect

to GH Power, Pubco or the Merger Subs) to comply with any provision of this Agreement has been a substantial cause of, or substantially

resulted in, such action by such Governmental Authority;

(d)

by written notice by GH Power to Matinas, if (i) there has been a material breach by Matinas of any of its representations, warranties,

covenants or agreements contained in this Agreement, or if any representation or warranty of Matinas shall have become materially untrue

or materially inaccurate, in any case, which would result in a failure of a condition set forth in Section 8.2(a) or Section

8.2(b) to be satisfied, and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty

(20) Business Days after written notice of such breach or inaccuracy is provided to Matinas by GH Power or (B) the Outside Date; provided,

that GH Power shall not have the right to terminate this Agreement pursuant to this Section 9.1(d) if at such time GH Power, Pubco

or any Merger Sub is in material uncured breach of this Agreement;

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(e)

by written notice by Matinas to GH Power, if (i) there has been a material breach by GH Power, Pubco, or any Merger Sub of any of their

respective representations, warranties, covenants or agreements contained in this Agreement, or if any representation or warranty of

such Parties shall have become materially untrue or materially inaccurate, in any case, which would result in a failure of a condition

set forth in Section 8.3(a) or Section 8.3(b) to be satisfied, and (ii) the breach or inaccuracy is incapable of being

cured or is not cured within the earlier of (A) twenty (20) Business Days after written notice of such breach or inaccuracy is provided

to GH Power by Matinas or (B) the Outside Date; provided, that Matinas shall not have the right to terminate this Agreement pursuant

to this Section 9.1(e) if at such time Matinas is in material uncured breach of this Agreement;

(f)

by written notice by either Matinas or GH Power if the Required GH Power Shareholder Approval shall not have been obtained at the GH

Power Meeting (or any adjournment(s) or postponement(s) thereof) in accordance with the Interim Order, except that the right to terminate

this Agreement under this Section 9.1(f) shall not be available to any Party whose failure to perform any of its covenants or

agreements or breach of any of its representations and warranties in any material respect under this Agreement has been the cause of,

or resulted in, the failure to obtain the Required GH Power Shareholder Approval;

(g)

by written notice by either Matinas or GH Power if (i) the Special Stockholder Meeting (including any adjournments and postponements

thereof) shall have been held and completed and Matinas’s stockholders shall have taken a final vote on the Stockholder Approval

Matters and (ii) the Stockholder Approval Matters shall not have been approved at the Special Stockholder Meeting (or at any adjournment

or postponement thereof) by the Required Matinas Stockholder Approval; provided, however, that the right to terminate this Agreement

under this Section 9.1(g) shall not be available to Matinas where the failure to obtain the Required Matinas Stockholder Approval

shall have been caused by the action or failure to act of Matinas and such action or failure to act constitutes a material breach by

Matinas of this Agreement;

(h)

by written notice by GH Power (at any time prior to the Required Matinas Stockholder Approval being obtained) if a Matinas Triggering

Event shall have occurred; or

(i)

by written notice by Matinas (at any time prior to the Required Matinas Stockholder Approval), if (i) Matinas has received a Superior

Offer, (ii) Matinas has complied with its obligations under Section 7.6 in order to accept such Superior Offer, (iii) Matinas

concurrently terminates this Agreement and enters into a Permitted Alternative Agreement with respect to such Superior Offer and (iv)

within two (2) Business Days of such termination, Matinas pays to GH Power the Matinas Termination Fee.

The

Party desiring to terminate this Agreement pursuant to this Section 9.1 (other than pursuant to Section 9.1(a)) shall give

a notice of such termination to the other Party specifying the provisions hereof pursuant to which such termination is made and the basis

therefor described in reasonable detail.

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9.2

Effect of Termination. This Agreement may only be terminated in the circumstances described in Section 9.1 and pursuant

to a written notice delivered by the applicable Party to the other applicable Parties, which sets forth the basis for such termination,

including the provision of Section 9.1 under which such termination is made. In the event of the valid termination of this Agreement

pursuant to Section 9.1, this Agreement shall forthwith become void, and there shall be no Liability on the part of any Party

or any of their respective Representatives, and all rights and obligations of each Party shall cease, except: (i) Sections 7.13,

7.14, 9.2, 9.3, 9.4 Article X and Article XI (to the extent such definitions are included within the

foregoing sections) shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any Party from Liability for

any willful breach of any representation, warranty, covenant or obligation under this Agreement or claim for fraud against such Party,

in either case, prior to termination of this Agreement. Without limiting the foregoing, and except as provided in Sections 9.3

and this Section 9.2 (but subject to the right to seek injunctions, specific performance or other equitable relief in accordance

with Section 10.7), the Parties’ sole right prior to the Closing with respect to any breach of any representation, warranty,

covenant or other agreement contained in this Agreement by another Party or with respect to the transactions contemplated by this Agreement

shall be the right, if applicable, to terminate this Agreement pursuant to Section 9.1.

9.3

Expenses. Except as set forth in Section 9.4, all Expenses incurred in connection with this Agreement and the transactions

contemplated hereby shall be paid by the Party incurring such expenses. As used in this Agreement, “Expenses”

shall include all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financial advisors,

financing sources, experts and consultants to a Party hereto or any of its Affiliates) incurred by a Party or on its behalf in connection

with or related to the authorization, preparation, negotiation, execution or performance of this Agreement or any Ancillary Document

related hereto and all other matters related to the consummation of this Agreement. Notwithstanding the foregoing, whether or not the

Merger is consummated, Pubco or GH Power, on the one hand, and Matinas, on the other hand, shall each pay one-half of (i) all expenses

relating to all SEC and other regulatory filing fees incurred in connection with the Transactions; and (ii) all expenses incurred in

connection with the printing, mailing and soliciting of proxies with respect to Registration Statement (including the cost of all copies

thereof and any amendments thereof or supplements thereto); provided, that all expenses and filing fees incurred in connection with any

filings with or approvals from NYSE in connection with the Transaction, including all fees associated with the NYSE Listing Application,

shall be borne by GH Power. For the avoidance of doubt, all fees in relation to the printing and filing with the SEC of the Registration

Statement (including any financial statements and exhibits) and any amendments or supplements thereto and paid to a financial printer

or the SEC shall be paid by one-half by GH Power and Pubco and one-half by Matinas.

9.4

Termination Fees.

(a)

(i)

(A) this Agreement is terminated by GH Power pursuant to Section 9.1(b), Section 9.1(d), or Section 9.1(g), (B) an Acquisition

Proposal with respect to Matinas shall have been publicly announced, disclosed or otherwise communicated to Matinas or the Matinas Board

at any time after the date of this Agreement but prior to the termination of this Agreement (which shall not have been withdrawn) and

(C) within twelve (12) months after the date of such termination, Matinas enters into a definitive agreement with respect to a Subsequent

Transaction or consummates a Subsequent Transaction in respect of the Acquisition Proposal referred to in clause (B); or

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(ii)

(A) this Agreement is terminated by GH Power pursuant to Section 9.1(h) (or, at the time this Agreement is terminated, GH Power

had the right to terminate this Agreement pursuant to Section 9.1(h)) or (B) this Agreement is terminated by Matinas pursuant

to Section 9.1(i),

then,

in the case of a termination pursuant to Section 9.4(a)(i) (where the Subsequent Transaction involves an Acquisition Transaction

(with all references to 20% in the definition of Acquisition Transaction being treated as references to 50% for these purposes)) or Section

9.4(a)(ii), Matinas shall pay to GH Power a nonrefundable fee in an amount equal to $1,000,000 (the “Matinas Termination

Fee”). In the case of a termination under Section 9.4(a)(ii), the Matinas Termination Fee shall be payable upon

execution of any Permitted Alternative Agreement (with a credit for any fee paid if a fee is also payable upon consummation of a Subsequent

Transaction). In addition to the Matinas Termination Fee, if this Agreement is terminated by Matinas pursuant to Section 9.1(i) or a

Subsequent Transaction is consummated, Matinas shall reimburse GH Power for all of GH Power’s documented third-party deal and financing

costs, including all fees and expenses related to the PIPE Financing, due diligence, auditor services, and legal counsel, up to a maximum

of $250,000. All payments under this Section 9.4(a) shall be in addition to any amount payable pursuant to Section 9.4(f).

(b)

If Matinas terminates this Agreement pursuant to Section 9.1(e) due to a material breach by GH Power of Section 7.7, and

within twelve (12) months after the date of such termination a Subsequent Transaction is consummated by GH power; or if GH Power terminates

this Agreement and within twelve (12) months after the date of such termination a Subsequent Transaction is consummated by GH power,

then GH Power shall pay to Matinas a nonrefundable fee in an amount equal to $1,000,000 (the “GH Power Termination Fee”

and, together with the Matinas Termination Fee, the “Termination Fees”). No GH Power Termination Fee shall

be payable under this Section 9.4(b) if the failure of the Transactions to close is primarily due to (a) an Order or other action

by a Governmental Authority permanently restraining, enjoining or otherwise prohibiting the Transactions, (b) the failure of any condition

set forth in Section 8.2 (Conditions to Obligations of GH Power, Pubco and the Merger Sub) to be satisfied (unless such failure

was caused by a willful and material breach by GH Power), or (c) a material uncured breach by Matinas of any of its representations,

warranties, covenants or agreements contained in this Agreement.

(c)

(i) If this Agreement is terminated by GH Power pursuant to Section 9.1(d) or (ii) in the event of a failure of GH Power to consummate

the transactions to be consummated at the Closing solely as a result of a Material Adverse Effect with respect to Matinas as set forth

in Section 8.2(c) (provided, that at such time all of the other conditions precedent to Matinas’s obligation to close set

forth in Section 8.1 and Section 8.3 have been satisfied by GH Power, are capable of being satisfied by GH Power or have

been waived by Matinas), then Matinas shall reimburse GH Power for all reasonable out-of-pocket fees and expenses incurred by GH Power

in connection with this Agreement and the Transactions, up to a maximum of $250,000 by wire transfer of same-day funds within ten (10)

Business Days following the date on which GH Power submits to Matinas true and correct copies of reasonable documentation supporting

such expenses.

(d)

(i) If this Agreement is terminated by Matinas pursuant to Section 9.1(e) or (ii) in the event of a failure of Matinas to consummate

the transactions to be consummated at the Closing solely as a result of a Material Adverse Effect with respect to GH Power as set forth

in Section 8.3(c) (provided, that at such time all of the other conditions precedent to GH Power’s obligation to close set

forth in Section 8.1 and Section 8.2 have been satisfied by Matinas, are capable of being satisfied by Matinas or have

been waived by GH Power), then GH Power shall reimburse Matinas for all reasonable, documented, out-of-pocket third-party fees and expenses

incurred by Matinas in connection with this Agreement and the transactions contemplated by this Agreement, up to a maximum of $500,000,

by wire transfer of same-day funds within ten (10) Business Days following the date on which Matinas submits to GH Power true and correct

copies of reasonable documentation supporting such expenses.

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(e)

Any Matinas Termination Fee or GH Power Termination Fee due under this Section 9.4 shall be paid by wire transfer of same day

funds. If a Party fails to pay when due any amount payable by it under this Section 9.4, then such Party shall (i) reimburse the

other Party for reasonable costs and expenses (including reasonable fees and disbursements of counsel) incurred by it in connection with

the collection of such overdue amount and the enforcement by such Party of its rights under this Section 9.4, and (ii) such Party

shall pay to the other Party interest on such overdue amount (for the period commencing as of the date such overdue amount was originally

required to be paid and ending on the date such overdue amount is actually paid to the other Party in full) at a rate per annum equal

to the “prime rate” (as published in The Wall Street Journal or any successor thereto) in effect on the date such

overdue amount was originally required to be paid.

(f)

Subject to Section 9.2, payment by Matinas of the Matinas Termination Fee and any other amounts expressly payable under Section

9.4 shall, in the circumstances in which such amounts are owed in accordance with this Agreement, constitute the sole and exclusive

remedy of GH Power for the termination scenario described in Section 9.4(b). In no event shall Matinas be required to pay the

amounts payable pursuant to Section 9.4(b) on more than one occasion, and GH Power shall not seek any additional expense reimbursement,

damages or equitable relief for the same breach or termination scenario for which the Matinas Termination Fee or other expenses are paid.

Following payment of the Termination Fee and all other amounts, if any, expressly payable under Section 9.4(b), (x) Matinas shall

have no further liability to GH Power in connection with or arising out of this Agreement or the termination thereof, the breach giving

rise to such termination, or the failure of the Transactions to be consummated, (y) GH Power (on behalf of itself and its Affiliates)

waives and releases any other claims and remedies against the Matinas Companies and their respective Affiliates for such matters, whether

at law or in equity and (z) GH Power and its Affiliates shall be precluded from any other remedy against the Matinas Companies and their

respective Affiliates, at law or in equity or otherwise, in connection with or arising out of this Agreement or the termination thereof,

any breach by such Party giving rise to such termination or the failure of the Transactions to be consummated.

(g)

Subject to Section 9.2, payment by GH Power of the GH Power Termination Fee and any other amounts expressly payable under Section

9.4(d) shall, in the circumstances in which such amounts are owed in accordance with this Agreement, constitute the sole and exclusive

remedy of Matinas for the termination scenario described in Section 9.4. In no event shall GH Power be required to pay the amounts

payable pursuant to Section 9.4(b) on more than one occasion, and Matinas shall not seek any additional expense reimbursement,

damages or equitable relief for the same breach or termination scenario for which the GH Power Termination Fee is paid. Following payment

of the GH Power Termination Fee and all other amounts, if any, expressly payable under Section 9.4, (x) GH Power shall have no

further liability to Matinas in connection with or arising out of this Agreement or the termination thereof, the breach giving rise to

such termination, or the failure of the Transactions to be consummated, (y) Matinas (on behalf of itself and its Affiliates) waives and

releases any other claims and remedies against GH Power and its Affiliates for such matters, whether at law or in equity and (z) Matinas

and its Affiliates shall be precluded from any other remedy against the Matinas Companies and their respective Affiliates, at law or

in equity or otherwise, in connection with or arising out of this Agreement or the termination thereof, any breach by such Party giving

rise to such termination or the failure of the Transactions to be consummate.

(h)

Each of the Parties acknowledges that (i) the agreements contained in this Section 9.4 are an integral part of the Transactions, (ii)

without these agreements, the Parties would not enter into this Agreement and (iii) any amount payable pursuant to this Section 9.4 is

not a penalty, but rather is liquidated damages in a reasonable amount that will compensate the applicable Party in the circumstances

in which such amount is payable.

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Article

MISCELLANEOUS

10.1

Survival. The representations and warranties of the Parties contained in this Agreement or in any certificate or instrument delivered

by or on behalf of the Parties pursuant to this Agreement shall not survive the Closing, and from and after the Closing, the Parties

and their respective Representatives shall not have any further obligations, nor shall any claim be asserted or action be brought against

any of the Parties or their respective Representatives with respect thereto. The covenants and agreements made by the Parties in this

Agreement or in any certificate or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of

such covenants or agreements, shall not survive the Closing, except for those covenants and agreements contained herein and therein that

by their terms apply or are to be performed in whole or in part after the Closing (which such covenants shall survive the Closing and

continue until fully performed in accordance with their terms).

10.2

Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been

duly given when delivered (i) in person, (ii) if sent by email on a Business Day before 11:59 p.m. (recipient’s time), when transmitted;

(iii) if sent by email on a day other than a Business Day, or if sent by email after 11:59 p.m. (recipient’s time), on the Business

Day following the date when transmitted; (iv) one Business Day after being sent, if sent by reputable, nationally recognized overnight

courier service or (v) three (3) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt

requested, in each case to the applicable Party at the following addresses (or at such other address for a Party as shall be specified

by like notice):

to Matinas at or prior to the Closing, to:

Matinas

BioPharma Holdings, Inc.

1545

Route 206 South, Suite 302

Attn:

Jerome D. Jabbour

Telephone

No.: 908-484-8805

E-mail:

[*]

with

a copy (which will not constitute notice) to:

Lowenstein

Sandler LLP

1251

Avenue of the Americas

New

York, New York 10020

Attn:

Steven M. Skolnick, Esq.; Annie Nazarian Davydov

Telephone

No.: (973) 597-2476; (646) 414-6922

E-mail:

sskolnick@lowenstein.com; anazarian@lowenstein.com

to GH Power at or prior to the Closing, to:

Power, Inc.

Alder Cres., Deep River, Ontario, K0J 1P0, Canada

Attn:

David White

Telephone

No.: (289) 314-1571

E-mail:

[*]

with

a copy (which will not constitute notice) to:

Bevilacqua

PLLC

1050

Connecticut Avenue, NW, Suite 500

Attn:

Louis A. Bevilacqua, Esq.

Telephone

No.: (202) 869-0888 (ext. 100)

E-mail:

lou@bevilacquapllc.com

to Pubco or the Merger Subs at or prior to the Closing, to:

Power, Inc.

Alder Cres., Deep River, Ontario, K0J 1P0, Canada

Attn:

David White

Telephone

No.: (289) 314-1571

E-mail:

[*]

with

a copy (which will not constitute notice) to:

Bevilacqua

PLLC

1050

Connecticut Avenue, NW, Suite 500

Attn:

Louis A. Bevilacqua, Esq.

Telephone

No.: (202) 869-0888 (ext. 100)

E-mail:

lou@bevilacquapllc.com

to Pubco, GH Power or Matinas after the Closing, to:

Power, Inc.

Alder Cres., Deep River, Ontario, K0J 1P0, Canada

Attn:

David White

Telephone

No.: (289) 314-1571

E-mail:

[*]

with

a copy (which will not constitute notice) to:

Bevilacqua

PLLC

1050

Connecticut Avenue, NW, Suite 500

Attn:

Louis A. Bevilacqua, Esq.

Telephone

No.: (202) 869-0888 (ext. 100)

E-mail:

lou@bevilacquapllc.com

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10.3

Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of

the Parties hereto and their respective successors and permitted assigns. This Agreement shall not be assigned by operation of Law or

otherwise without the prior written consent of GH Power, Pubco and Matinas, and any assignment without such consent shall be null and

void; provided that no such assignment shall relieve the assigning Party of its obligations hereunder.

10.4

Third Parties. Except for the rights of the D&O Indemnified Persons set forth in Section 7.16, which the Parties acknowledge

and agree are express third party beneficiaries of this Agreement, nothing contained in this Agreement or in any instrument or document

executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed

for the benefit of, any Person that is not a Party hereto or thereto or a successor or permitted assign of such a Party.

10.5

Governing Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State

of Delaware without regard to the conflict of laws principles thereof, except to the extent mandatorily governed by the laws of the Province

of Ontario and the federal laws of Canada applicable therein, including the provisions relating to the Arrangement and the Plan of Arrangement.

All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located

in the State of Delaware (or in any appellate court thereof) (the “Specified Courts”). Each Party hereto hereby

(a) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement

brought by any Party hereto and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such

Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune

from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that

this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each Party agrees that a final

judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner

provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Action

relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of

such process to such Party at the applicable address set forth in Section 10.1. Nothing in this Section 10.5 shall affect

the right of any Party to serve legal process in any other manner permitted by Law.

10.6

WAIVER OF JURY TRIAL. EACH OF THE PARTIES

HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION

DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY

HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,

IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE the FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN

INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.6.

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10.7

Specific Performance. Each Party acknowledges that the rights of each Party to consummate the transactions contemplated hereby

are unique, recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages may be inadequate and

the non-breaching Parties may have no adequate remedy at law, and agree that irreparable damage would occur in the event that any of

the provisions of this Agreement were not performed by an applicable Party in accordance with their specific terms or were otherwise

breached. Accordingly, each Party shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement

and to seek to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to

prove that money damages would be inadequate, this being in addition to any other right or remedy to which such Party may be entitled

under this Agreement, at law or in equity; provided, however, under no circumstance shall any party be permitted or entitled to receive

both a grant of specific performance that results in the consummation of the Transactions contemplated by this Agreement and monetary

damages, including, without limitation, any monetary damages in lieu of specific performance and/or a Termination Fee.

10.8

Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such

provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal

and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or

impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction.

Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will substitute

for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal

and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

10.9

Amendment. This Agreement may be amended, supplemented or modified only by execution of a written instrument signed by GH Power,

Pubco, and Matinas; provided that no amendment, supplementation or modification shall affect a Party in a manner materially and adversely

disproportionate to the other Parties without the prior written consent of such Party, provided, that, after approval of the Transactions

by the Matinas stockholders, as applicable, no amendment may be made which by Law requires further approval by such stockholders without

such further approval.

10.10

Waiver. Each of GH Power, Pubco and Matinas on behalf of itself and its Affiliates may in its sole discretion (i) extend the time

for the performance of any obligation or other act of any other non-Affiliated Party hereto, (ii) waive any inaccuracy in the representations

and warranties by such other non-Affiliated Party contained herein or in any document delivered pursuant hereto and (iii) waive compliance

by such other non-Affiliated Party with any covenant or condition contained herein. Any such extension or waiver shall be valid only

if set forth in an instrument in writing signed by the Party or Parties to be bound thereby. Notwithstanding the foregoing, no failure

or delay by a Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof

preclude any other or further exercise of any other right hereunder.

10.11

Entire Agreement. This Agreement and the documents or instruments referred to herein, including any exhibits, annexes and schedules

attached hereto, which exhibits, annexes and schedules are incorporated herein by reference, together with the Ancillary Documents, embody

the entire agreement and understanding of the Parties hereto in respect of the subject matter contained herein. There are no restrictions,

promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein or the documents

or instruments referred to herein, which collectively supersede all prior agreements and the understandings among the Parties with respect

to the subject matter contained herein.

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10.12

Interpretation. The table of contents and the Article and Section headings contained in this Agreement are solely for the purpose

of reference, are not part of the agreement of the Parties and shall not in any way affect the meaning or interpretation of this Agreement.

In this Agreement, unless the context otherwise requires: (a) any pronoun used in this Agreement shall include the corresponding masculine,

feminine or neuter forms, and words in the singular, including any defined terms, include the plural and vice versa; (b) reference to

any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted

by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) any accounting

term used and not otherwise defined in this Agreement or any Ancillary Document has the meaning assigned to such term in accordance with

GAAP, based on the accounting principles used by the applicable Person; (d) “including” (and with correlative meaning “include”)

means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case

to be followed by the words “without limitation”; (e) the words “herein,” “hereto,” and “hereby”

and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any

particular Section or other subdivision of this Agreement; (f) the word “if” and other words of similar import when used

herein shall be deemed in each case to be followed by the phrase “and only if”; (g) the term “or” means “and/or”;

(h) any reference to the term “ordinary course” or “ordinary course of business” shall be deemed in each case

to be followed by the words “consistent with past practice”; (i) any agreement, instrument, insurance policy, Law or Order

defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument, insurance

policy, Law or Order as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by

waiver or consent and (in the case of statutes, regulations, rules or orders) by succession of comparable successor statutes, regulations,

rules or orders and references to all attachments thereto and instruments incorporated therein; (j) except as otherwise indicated, all

references in this Agreement to the words “Section,” “Article”, “Schedule”, “Annex” and

“Exhibit” are intended to refer to Sections, Articles, Schedules, Annexes and Exhibits to this Agreement; and (k) the term

“Dollars” or “$” means United States dollars. Any reference in this Agreement to a Person’s directors shall

include any member of such Person’s governing body and any reference in this Agreement to a Person’s officers shall include

any Person filling a substantially similar position for such Person. Any reference in this Agreement or any Ancillary Document to a Person’s

shareholders or stockholders shall include any applicable owners of the equity interests of such Person, in whatever form. The Parties

have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent

or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties hereto, and no presumption or burden

of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

10.13

Counterparts. This Agreement may be executed and delivered (including by facsimile or other electronic transmission) in one or

more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an

original but all of which taken together shall constitute one and the same agreement.

Article

DEFINITIONS

11.1

Certain Definitions. For purposes of this Agreement, the following capitalized terms have the following meanings:

“Acquisition

Inquiry” means, with respect to a Party, an inquiry, indication of interest or request for information (other than an inquiry,

indication of interest or request for information made or submitted by Matinas, on the one hand, or GH Power, on the other hand, to the

other Party) that would reasonably be expected to lead to an Acquisition Proposal.

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“Acquisition

Proposal” means, with respect to a Party, any offer or proposal, whether written or oral (other than an offer or proposal

made or submitted by or on behalf of Matinas or any of its Affiliates, on the one hand, or by or on behalf of GH Power or any of its

Affiliates, on the other hand, to the other Party) contemplating or otherwise relating to any Acquisition Transaction with such Party.

“Acquisition

Transaction” means any transaction or series of related transactions involving:

(a)

any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, reorganization,

recapitalization, tender offer, exchange offer or other similar transaction: (i) in which a Party is a constituent entity; (ii) in which

a Person or “group” (as defined in the Exchange Act and the rules promulgated thereunder) of Persons directly or indirectly

acquires beneficial or record ownership of securities representing more than 20% of the outstanding securities of any class of voting

securities of a Party or any of its Subsidiaries; or (iii) in which a Party or any of its Subsidiaries issues securities representing

more than 20% of the outstanding securities of any class of voting securities of such Party or any of its Subsidiaries; provided,

however, that to the extent that the PIPE Financing is effected in accordance with the terms and conditions of this Agreement,

the PIPE Financing shall not constitute an Acquisition Transaction; or

(b)

any sale, lease, exchange, transfer, license, acquisition or disposition of any business or businesses or assets that constitute or account

for 20% or more of the consolidated book value or the fair market value of the assets of a Party and its Subsidiaries, taken as a whole.

“Action”

means any notice of noncompliance or violation, or any claim, demand, charge, action, suit, litigation, audit, settlement, complaint,

stipulation, assessment or arbitration, or any request (including any request for information), inquiry, hearing, proceeding or investigation,

by or before any Governmental Authority.

“Affiliate”

means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such

Person.

“Aggregate

Consideration” means (i) the Aggregate GH Power Arrangement Consideration and (ii) the Aggregate Matinas Merger Consideration.

“Aggregate

GH Power Arrangement Consideration” means the aggregate number of Pubco Common Shares payable to the holders of GH Power

Shares and GH Power Preferred Shares in connection with the Arrangement in accordance with the Plan of Arrangement and the Payment Spreadsheet.

“Aggregate

Matinas Merger Consideration” means the aggregate number of shares of Pubco Common Shares payable to the Matinas Securityholders

in connection with the Merger in accordance with Section 1.06.

“Ancillary

Documents” means each agreement, instrument or document attached hereto as an Exhibit, including the Matinas Voting Agreement,

GH Power Voting Agreement, Plan of Arrangement and the other agreements, certificates and instruments to be executed or delivered by

any of the Parties hereto in connection with or pursuant to this Agreement.

-76-

“Antitrust

Laws” means any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization

or restraint of trade.

“Arrangement”

means an arrangement under Section182 of the OBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject

to any amendments or variations to the Plan of Arrangement made in accordance with the terms of this Agreement and the Plan of Arrangement

or made at the direction of the Court in the Final Order with the prior written consent of Pubco, Matinas and GH Power, such consent

not to be unreasonably withheld, conditioned or delayed.

“Arrangement

Resolution” means the special resolution approving the Plan of Arrangement to be considered at the GH Power Meeting.

“Benefit

Plans” of any Person means any and all deferred compensation, executive compensation, incentive compensation, equity purchase

or other equity-based compensation plan, employment or consulting, severance or termination pay, holiday, vacation or other bonus plan

or practice, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit sharing, pension,

or retirement plan, program, agreement, commitment or arrangement, and each other employee benefit plan, program, agreement or arrangement,

including each “employee benefit plan” as such term is defined under Section 3(3) of ERISA, maintained or contributed to

or required to be contributed to by a Person for the benefit of any employee or terminated employee of such Person, or with respect to

which such Person has any Liability, whether direct or indirect, actual or contingent, whether formal or informal, and whether legally

binding or not.

“Business

Day” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in Toronto,

Ontario and New York, New York are authorized to close for business; provided that banks shall not be deemed to be authorized

or obligated to be closed due to a “shelter in place” or similar closure of physical branch locations at the direction of

any Governmental Authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by

customers on such day.

“Code”

means the United States Internal Revenue Code of 1986, as amended, and any successor statute thereto, as amended. Reference to a specific

section of the Code shall include such section and any valid treasury regulation promulgated thereunder.

“Competition

Act” means the Competition Act (Canada).

“Consent”

means any consent, approval, waiver, authorization or Permit of, or notice to or declaration or filing with any Governmental Authority

or any other Person.

“Contracts”

means all contracts, agreements, binding arrangements, bonds, notes, indentures, mortgages, debt instruments, purchase orders, licenses

(and all other contracts, agreements or binding arrangements concerning Intellectual Property), franchises, leases and other instruments

or obligations of any kind, written or oral (including any amendments and other modifications thereto).

“Control”

of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies

of such Person, whether through the ownership of voting securities, by contract, or otherwise. “Controlled”, “Controlling”

and “under common Control with” have correlative meanings. Without limiting the foregoing a Person (the “Controlled

Person”) shall be deemed Controlled by (a) any other Person (i) owning beneficially, as meant in Rule 13d-3 under the Exchange

Act, securities entitling such Person to cast ten percent (10%) or more of the votes for election of directors or equivalent governing

authority of the Controlled Person or (ii) entitled to be allocated or receive ten percent (10%) or more of the profits, losses, or distributions

of the Controlled Person; (b) an officer, director, general partner, partner (other than a limited partner), manager, or member (other

than a member having no management authority that is not a Person described in clause (a) above) of the Controlled Person; or (c) a spouse,

parent, lineal descendant, sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, or brother-in-law of an

Affiliate of the Controlled Person or a trust for the benefit of an Affiliate of the Controlled Person or of which an Affiliate of the

Controlled Person is a trustee.

-77-

“Copyrights”

means any works of authorship, mask works and all copyrights therein, including all renewals and extensions, copyright registrations

and applications for registration and renewal, and non-registered copyrights.

“Court”

means the Ontario Superior Court of Justice (Commercial List).

“Environmental

Law” means any Law in any way relating to (a) the protection of human health and safety, (b) the protection, preservation

or restoration of the environment and natural resources (including air, water vapor, surface water, groundwater, drinking water supply,

surface land, subsurface land, plant and animal life or any other natural resource), or (c) the exposure to, or the use, storage, recycling,

treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Hazardous Materials.

“Environmental

Liabilities” means, in respect of any Person, all Liabilities, obligations, responsibilities, Remedial Actions, Actions,

Orders, losses, damages, costs, and expenses (including all reasonable fees, disbursements, and expenses of counsel, experts, and consultants

and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand

by any other Person or in response to any violation of Environmental Law, whether known or unknown, accrued or contingent, whether based

in contract, tort, implied or express warranty, strict liability, criminal or civil statute, to the extent based upon, related to, or

arising under or pursuant to any Environmental Law, Environmental Permit, Order, or Contract with any Governmental Authority or other

Person, that relates to any environmental, health or safety condition, violation of Environmental Law, or a Release or threatened Release

of Hazardous Materials.

“ERISA”

means the U.S. Employee Retirement Income Security Act of 1974, as amended.

“Exchange

Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Foreign

Plan” means any plan, fund (including any superannuation fund) or other similar program or arrangement established or maintained

outside the United States by GH Power or any one or more of its Subsidiaries primarily for the benefit of employees of GH Power or such

Subsidiaries residing outside the United States, which plan, fund or other similar program or arrangement provides, or results in, retirement

income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is

not subject to ERISA or the Code.

“GAAP”

means generally accepted accounting principles as in effect in the United States of America.

“GH

Power Board” means the board of directors of GH Power.

“GH

Power Company” means each of GH Power and its direct and indirect Subsidiaries.

-78-

“GH

Power Confidential Information” means all confidential or proprietary documents and information concerning the GH Power

Companies, Pubco or Merger Subs or any of their respective Affiliates, furnished in connection with this Agreement or the transactions

contemplated hereby; provided, however, that GH Power Confidential Information shall not include any information which,

(i) at the time of disclosure by Matinas or its Representatives, is generally available publicly and was not disclosed in breach of this

Agreement or (ii) at the time of the disclosure by GH Power, Pubco, the Merger Subs or their respective Representatives to Matinas or

its Representatives was previously known by such receiving party without violation of Law or any confidentiality obligation by the Person

receiving such GH Power Confidential Information.

“GH

Power Convertible Securities” means, collectively, any options, warrants or rights to subscribe for or purchase any capital

shares of GH Power or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any

capital shares of GH Power.

“GH

Power Meeting” means the meeting of the GH Power shareholders to be held to obtain the Required GH Power Shareholder Approval.

“GH

Power Exchange Ratio” has the meaning ascribed thereto in the Plan of Arrangement.

“GH

Power Preferred Shares” means the class A preferred shares and the class B preferred shares in the capital of GH Power,

each without par value.

“GH

Power Securities” means, the GH Power Shares, the GH Power Preferred Shares, any GH Power options and any other GH Power

Convertible Securities, collectively.

“GH

Power Securityholder” means any holder of a GH Power Security.

“GH

Power Shares” means the class A common shares and class B common shares in the capital of GH Power, each without par value.

“Governmental

Authority” means any federal, state, provincial, territorial, local, foreign or other governmental, quasi-governmental,

regulatory or administrative body, instrumentality, department or agency or any court, tribunal, administrative hearing body, arbitration

panel, commission, or other similar dispute-resolving panel or body, or any stock exchange.

“Hazardous

Material” means any waste, gas, liquid or other substance or material that is defined, listed or designated as a “hazardous

substance”, “pollutant”, “contaminant”, “hazardous waste”, “regulated substance”,

“hazardous chemical”, or “toxic chemical” (or by any similar term) under any Environmental Law, or any other

material regulated, or that could result in the imposition of Liability or responsibility, under any Environmental Law, including petroleum

and its by-products, asbestos, polychlorinated biphenyls, radon, mold, and urea formaldehyde insulation.

“Indebtedness”

of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money (including the outstanding principal

and accrued but unpaid interest), whether contingent or otherwise, including the principal amount thereof and all fees and interest accrued

thereon, (b) all obligations for the deferred purchase price of property or services (other than trade payables incurred in the ordinary

course of business), (c) any other indebtedness of such Person that is evidenced by a note, bond, debenture, credit agreement or similar

instrument, minority interests, preferred shares, or other debt security, including all interest accrued thereon, (d) all obligations

of such Person under leases that should be classified as capital leases in accordance with GAAP, (e) all obligations of such Person for

the reimbursement of any obligor on any line or letter of credit, banker’s acceptance, guarantee or similar credit transaction,

(f) all obligations of such Person in respect of acceptances issued or created, (g) all interest rate and currency swaps, caps, collars

and similar agreements or hedging devices under which payments are obligated to be made by such Person, whether periodically or upon

the happening of a contingency, (h) all obligations secured by a Lien on any property of such Person, (i) any premiums, prepayment fees

or other penalties, fees, costs or expenses associated with payment of any Indebtedness of such Person and (j) all guarantees, pledges

or similar assurances by any member of such Person to pay another Person’s debt or to perform another Person’s obligation

in the case of default, (k) all off-balance sheet Liabilities of such Person; and (l) all obligations described in clauses (a) through

(k) above of any other Person which is directly or indirectly guaranteed by such Person or which such Person has agreed (contingently

or otherwise) to purchase or otherwise acquire or in respect of which it has otherwise assured a creditor against loss.

-79-

“Intellectual

Property” means all of the following as they exist in any jurisdiction throughout the world: Patents, Trademarks, Copyrights,

Trade Secrets, Internet Assets, Software and other intellectual property, and all licenses, sublicenses and other agreements or permissions

related to the preceding property.

“Interim

Balance Sheet Date” means September 30, 2025.

“Internet

Assets” means any and all domain name registrations, web sites and web addresses and related rights, items and documentation

related thereto, and applications for registration therefor.

“Investment

Canada Act” means the Investment Canada Act (Canada), as amended, and the regulations made thereunder.

“Investment

Company Act” means the U.S. Investment Company Act of 1940, as amended.

“Knowledge”

means, with respect to an individual, that such individual is actually aware of the relevant fact or such individual would reasonably

be expected to know such fact in the ordinary course of the performance of such individual’s employment responsibilities. Any Person

that is an entity shall have Knowledge if any officer or director of such Person as of the date such knowledge is imputed has Knowledge

of such fact or other matter.

“Law”

means any federal, state, provincial, local, municipal, foreign or other law, statute, legislation, principle of common law, ordinance,

code, edict, decree, proclamation, treaty, convention, rule, regulation, directive, requirement, writ, injunction, settlement, Order

or Consent that is or has been issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect

by or under the authority of any Governmental Authority.

“Liabilities”

means any and all liabilities, Indebtedness, Actions or obligations of any nature (whether absolute, accrued, contingent or otherwise,

whether known or unknown, whether direct or indirect, whether matured or unmatured, whether due or to become due and whether or not required

to be recorded or reflected on a balance sheet under GAAP or other applicable accounting standards), including Tax liabilities due or

to become due.

“Lien”

means any mortgage, pledge, security interest, attachment, right of first refusal, option, proxy, voting trust, encumbrance, lien or

charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof), restriction (whether

on voting, sale, transfer, disposition or otherwise), any subordination arrangement in favor of another Person, or any filing or agreement

to file a financing statement as debtor under the Uniform Commercial Code or any similar Law.

-80-

“Material

Adverse Effect” means, with respect to any specified Person, any fact, event, occurrence, change or effect that has had,

or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (a) the business, assets, Liabilities,

results of operations, prospects or condition (financial or otherwise) of such Person and its Subsidiaries, taken as a whole, or (b)

the ability of such Person or any of its Subsidiaries on a timely basis to consummate the transactions contemplated by this Agreement

or the Ancillary Documents to which it is a party or bound or to perform its obligations hereunder or thereunder; provided, however,

that for purposes of clause (a) above, any changes or effects directly or indirectly attributable to, resulting from, relating to or

arising out of the following (by themselves or when aggregated with any other, changes or effects) shall not be deemed to be, constitute,

or be taken into account when determining whether there has or may, would or could have occurred a Material Adverse Effect: (i) general

changes in the financial or securities markets or general economic or political conditions in the country or region in which such Person

or any of its Subsidiaries do business; (ii) changes, conditions or effects that generally affect the industries in which such Person

or any of its Subsidiaries principally operate; (iii) changes in GAAP or other applicable accounting principles or mandatory changes

in the regulatory accounting requirements applicable to any industry in which such Person and its Subsidiaries principally operate; (iv)

conditions caused by acts of God, terrorism, war (whether or not declared), natural disaster or any outbreak or continuation of an epidemic

or pandemic (including, without limitation, COVID-19), including the effects of any Governmental Authority or other third-party responses

thereto; and (v) any failure in and of itself by such Person and its Subsidiaries to meet any internal or published budgets, projections,

forecasts or predictions of financial performance for any period (provided that the underlying cause of any such failure may be considered

in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent not excluded by

another exception herein); provided, further, however, that any event, occurrence, fact, condition, or change referred

to in clauses (i) through (iv) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred

or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition, or change has a disproportionate

effect on such Person or any of its Subsidiaries compared to other participants in the industries in which such Person or any of its

Subsidiaries primarily conducts its businesses. Notwithstanding the foregoing, neither (i) the failure of Matinas to obtain the Required

Matinas Stockholder Approval nor (ii) the failure of GH Power to obtain the Required GH Power Shareholder Approval shall be deemed to

be a Material Adverse Effect on or with respect to Matinas or GH Power, respectively.

“Matinas

Board” means the board of directors of Matinas.

“Matinas

Common Stock” means the shares of Common Stock, par value $0.0001 per share, of Matinas.

“Matinas

Company” means each of Matinas and its direct and indirect Subsidiaries.

“Matinas

Confidential Information” means all confidential or proprietary documents and information concerning Matinas or any of

its Affiliates; provided, however, that Matinas Confidential Information shall not include any information which, (i) at

the time of disclosure by GH Power, Pubco, any Merger Sub or any of their respective Representatives, is generally available publicly

and was not disclosed in breach of this Agreement or (ii) at the time of the disclosure by Matinas or its Representatives to GH Power,

Pubco, any Merger Sub or any of their respective Representatives, was previously known by such receiving party without violation of Law

or any confidentiality obligation by the Person receiving such Matinas Confidential Information.

-81-

“Matinas

Interim Balance Sheet” means the balance sheet of Matinas included in its Quarterly Report on Form 10-Q for the quarter

ended on the Interim Balance Sheet Date, filed with the SEC on November 10, 2025.

“Matinas

Preferred Stock” means shares of Preferred Stock, par value $0.0001 per share, of Matinas.

“Matinas

Securities” means the Matinas Common Stock, the Matinas Preferred Stock, the Matinas Stock Options and the Matinas Warrants,

collectively.

“Matinas

Securityholder” means any holder of a Matinas Security.

“Matinas

Stock Option(s)” means options to purchase shares of Matinas Common Stock.

“Matinas

Triggering Event” shall be deemed to have occurred if: (a) the Matinas Board shall have made a Matinas Board Change in

Recommendation; (b) the Matinas Board or any committee thereof shall have publicly approved, endorsed or recommended any Acquisition

Proposal; or (c) Matinas shall have entered into any letter of intent or similar document or any Contract relating to any Acquisition

Proposal (other than a confidentiality agreement permitted pursuant to Section 7.6) in violation of the terms of this Agreement.

“Matinas

Warrant” means a warrant to purchase shares of Matinas Common Stock, whether or not exercisable.

“Merger

Sub A Common Shares” means the common shares, without par value, of Merger Sub A.

“Merger

Sub B Common Stock” means the shares of common stock, par value $0.0001 per share, of Merger Sub B.

“Minimum

PIPE Amount” means an aggregate of cash or cash equivalents equal to Fifteen Million Dollars ($15,000,000).

“Net

Income” means the “net income” line item in the consolidated audited income statement of Pubco for the applicable

calendar year.

“Order”

means any order, decree, ruling, judgment, injunction, writ, determination, binding decision, verdict, judicial award or other action

that is or has been made, entered, rendered, or otherwise put into effect by or under the authority of any Governmental Authority.

“Organizational

Documents” means, with respect to any Person, its certificate of incorporation and bylaws, statutory books, memorandum

and articles of incorporation or association or similar organizational documents, in each case, as amended.

“Patents”

means any patents, patent applications and the inventions, designs and improvements described and claimed therein, patentable inventions,

and other patent rights (including any divisionals, provisionals, continuations, continuations-in-part, substitutions, or reissues thereof,

whether or not patents are issued on any such applications and whether or not any such applications are amended, modified, withdrawn,

or refiled).

-82-

“PEO

Plan” means a plan, program, policy or arrangement sponsored or maintained by a third party “professional employer

organization”.

“Permits”

means all federal, state, local or foreign or other third-party permits, grants, easements, consents, approvals, authorizations, exemptions,

licenses, franchises, concessions, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations,

ratings, registrations, qualifications or orders of any Governmental Authority or any other Person.

“Permitted

Alternative Agreement” means a definitive agreement that contemplates or otherwise relates to an Acquisition Transaction

that constitutes a Superior Offer.

“Permitted

Liens” means (a) Liens for Taxes or assessments and similar governmental charges or levies, which either are (i) not delinquent

or (ii) being contested in good faith and by appropriate proceedings, and adequate reserves (as determined in accordance with GAAP) have

been established with respect thereto, (b) other Liens imposed by operation of Law arising in the ordinary course of business for amounts

which are not due and payable and as would not in the aggregate materially adversely affect the value of, or materially adversely interfere

with the use of, the property subject thereto, (c) Liens incurred or deposits made in the ordinary course of business in connection with

social security, (d) Liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the ordinary

course of business, or (e) Liens arising under this Agreement or any Ancillary Document.

“Person”

means an individual, corporation, exempted company, partnership (including a general partnership, limited partnership, exempted limited

partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including

a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

“Personal

Property” means any machinery, equipment, tools, vehicles, furniture, leasehold improvements, office equipment, plant,

parts and other tangible personal property.

“Pubco

Common Shares” means the common shares, without par value, of Pubco.

“Pubco

Preferred Shares” means the preference shares, without par value, of Pubco, if any.

“Release”

means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, or leaching into the indoor

or outdoor environment, or into or out of any property.

“Remedial

Action” means all actions to (i) clean up, remove, treat, or in any other way address any Hazardous Material, (ii) prevent

the Release of any Hazardous Material so it does not endanger or threaten to endanger public health or welfare or the indoor or outdoor

environment, (iii) perform pre-remedial studies and investigations or post-remedial monitoring and care, or (iv) correct a condition

of noncompliance with Environmental Laws.

“Representatives”

means, as to any Person, such Person’s Affiliates and the respective managers, directors, officers, employees, independent contractors,

consultants, advisors (including financial advisors, counsel and accountants), agents and other legal representatives of such Person

or its Affiliates.

-83-

“Sale

of MAT 2203” means the consummation of the sale of all of the issued and outstanding capital stock of Matinas BioPharma

Nanotechnologies, Inc. (f/k/a Aquarius Biotechnologies Inc.) (the “Seller Entity”), which holds, among other

assets, (i) that certain Amended and Restated Exclusive Licensing Agreement, dated as of January 29, 2015, by and between the Seller

Entity and Rutgers, the State University of New Jersey and (ii) all of the Intellectual Property related to Matinas’s lipid nanocrystal

(LNC) platform and the product candidate known as MAT 2203, with such sale to be effective concurrently with the Closing.

“SEC”

means the U.S. Securities and Exchange Commission (or any successor Governmental Authority).

“Securities

Act” means the U.S. Securities Act of 1933, as amended.

“Software”

means any computer software programs, including all source code, object code, and documentation related thereto and all software modules,

tools and databases.

“SOX”

means the U.S. Sarbanes-Oxley Act of 2002, as amended.

“Subsequent

Transaction” means any Acquisition Transaction (with all references to 20% in the definition of Acquisition Transaction

being treated as references to 50% for these purposes).

“Subsidiary”

means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation,

a majority of the total voting power of capital shares entitled (without regard to the occurrence of any contingency) to vote in the

election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one

or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other business entity,

a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly,

by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons will be deemed

to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons will be allocated

a majority of partnership, association or other business entity gains or losses or will be or control the managing director, managing

member, general partner or other managing Person of such partnership, association or other business entity. A Subsidiary of a Person

will also include any variable interest entity which is consolidated with such Person under applicable accounting rules.

“Superior

Offer” means an unsolicited bona fide written Acquisition Proposal (with all references to 20% in the definition of Acquisition

Transaction being treated as references to greater than 50% for these purposes) that: (a) was not obtained or made as a direct or indirect

result of a breach of (or in violation of) this Agreement; and (b) is on terms and conditions that the GH Power Board or the Matinas

Board, as applicable, determines in good faith, based on such matters that it deems relevant (including the likelihood of consummation

thereof), as well as any written offer by the other Party to this Agreement to amend the terms of this Agreement, and following consultation

with its outside legal counsel and outside financial advisors, if any, are more favorable, from a financial point of view, to GH Power’s

shareholders or Matinas’s stockholders, as applicable, than the terms of the Transactions.

“Tax

Act” means the Income Tax Act, RSC 1985, c. 1 (5th Supp), as amended.

“Tax

Return” means any return, declaration, report, claim for refund, information return or other documents (including any related

or supporting schedules, statements or information) filed or required to be filed in connection with the determination, assessment or

collection of any Taxes or the administration of any Laws or administrative requirements relating to any Taxes.

-84-

“Taxes”

means (a) all direct or indirect federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, value-added,

ad valorem, transfer, real property, personal property, franchise, profits, license, lease, service, service use, withholding, payroll,

employment, social security and related contributions due in relation to the payment of compensation to employees, excise, severance,

stamp, occupation, premium, property, windfall profits, alternative minimum, estimated, customs, duties or other taxes, fees, assessments

or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts with respect

thereto, (b) any Liability for payment of amounts described in clause (a) whether as a result of being a member of an affiliated, consolidated,

combined or unitary group for any period or otherwise through operation of law, (c) liability under any abandonment or unclaimed property,

escheat or similar Law and (d) any Liability for the payment of amounts described in clauses (a), (b) or (c) of this sentence as a result

of any tax sharing, tax group, tax indemnity or tax allocation agreement with, or any other express or implied agreement to indemnify,

any other Person.

“Trade

Secrets” means any trade secrets, confidential business information, concepts, ideas, designs, research or development

information, processes, procedures, techniques, technical information, specifications, operating and maintenance manuals, engineering

drawings, methods, know-how, data, mask works, discoveries, inventions, modifications, extensions, improvements, and other proprietary

rights (whether or not patentable or subject to copyright, trademark, or trade secret protection).

“Trademarks”

means any trademarks, service marks, trade dress, trade names, brand names, internet domain names, designs, logos, or corporate names

(including, in each case, the goodwill associated therewith), whether registered or unregistered, and all registrations and applications

for registration and renewal thereof.

“Transactions”

means the transactions contemplated by this Agreement and the Ancillary Documents, including the Arrangement and the Merger.

11.2

Section References. The following capitalized terms, as used in this Agreement, have the respective meanings given to them in

the Section as set forth below adjacent to such terms:

Term

Section

Pubco

Bylaws

2.10(b)

Pubco

Charter

2.10(b)

Accounts

Receivable

6.7(f)

Agreement

Preamble

Amalgamation

Recitals

Arrangement

Effective Time

2.8(a)

Assumed

Warrants

1.6(d)

Canada

Surviving Corporation

2.7(a)

Certificate

of Merger

1.2

Closing

3.1

Closing

Date

3.1

Closing

Filing

7.13(b)

Closing

Press Release

7.13(b)

Continuation

Period

8.22(a)

Continuing

Employees

8.22(a)

Converted

Option

2.13(b)

Converted

Warrant

2.13(c)

D&O

Indemnified Person

7.16(a)

D&O

Tail Insurance

7.16(b)

D&O

Tail Premium Cap

7.16(b)

DGCL

Recitals

Disqualifying

Event

4.24(d)

Dissent

Rights

2.2(c)

Dissenting

3.3

Effective

Time

1.2

Enforceability

Exceptions

4.2

Environmental

Permit

4.20(a)

Exchange

Agent

3.1(a)

Exchange

Fund

3.1(a)

Expenses

9.3

FDA

4.27

FDCA

4.27

Federal

Securities Laws

7.8

Final

Order

2.4

Power

Preamble

Power Arrangement Consideration

2.12

Power Balance Sheet

6.7(a)

Power Balance Sheet Date

6.7(a)

Power Benefit Plan

6.19(a)

Power Board Change in Recommendation

7.7(a)

Power Disclosure Schedules

Article

Power Financials

6.7(a)

Power Interim Financing

7.26

Power IP

6.13(c)

Power IP Licenses

6.13(a)

-85-

Power Material Contract

6.12(a)

Power Permits

6.10

Power Personal Property Leases

6.16

Power Real Property Leases

6.15

Power Registered IP

6.13(a)

Power Termination Fee

9.4(b)

Power Voting Agreements

Recitals

Health

Plan

4.19(k)

Interim

Financing Loan

7.26

Interim

Order

2.2

Interim

Period

7.1(a)

Lock-Up

Agreement

7.25

Lock-Up

Period

7.25

Lost

Certificate Affidavit

2.15(f)

Management

Shareholders

Recitals

Matinas

Preamble

Matinas

Benefit Plan

4.19(a)

Matinas

Board Change in Recommendation

7.6(c)

Matinas

Disclosure Schedules

Article

Matinas

Financials

4.7(b)

Matinas

4.13(b)

Matinas

IP Licenses

4.13(a)

Matinas

Material Contract

4.12(a)

Matinas

Permits

4.10

Matinas

Personal Property Leases

4.16

Matinas

Real Property Leases

4.15(a)

Matinas

Registered IP

4.13(a)

Matinas

Termination Fee

9.4(a)

Matinas

Voting Agreements

Recitals

Merger

Recitals

Merger

Sub A

Preamble

Merger

Sub B

Preamble

Merger

Sub(s)

Preamble

Net

Proceeds

7.26

NYSE

4.7(a)

NYSE

Listing Application

7.21

OBCA

Recitals

OFAC

4.24(c)

Off-the-Shelf

Software

4.13(a)

Outside

Date

9.1(b)

Party(ies)

Preamble

Payment

Spreadsheet

2.14

Per

Share Matinas Merger Consideration

1.6(a)

Pharmaceutical

Product

4.27

PIPE

Financing

Recitals

PIPE

Subscribers

Recitals

Plan

of Arrangement

2.1

Post-Closing

Pubco Board

7.15(a)

Proxy

Statement

7.12

Pubco

Preamble

Pubco

Equity Plan

7.12(b)

Public

Certifications

4.7(a)

Registration

Rights Agreement

Recitals

Registration

Statement

7.12

Regulation

D Covered Persons

4.24(d)

Person

4.20

Required

Financials

7.4(b)

Required

GH Power Shareholder Approval

8.1(b)

Required

Matinas Stockholder Approval

8.1(a)

SEC

Reports

4.7(a)

Signing

Filing

7.13(b)

Signing

Press Release

7.13(b)

Special

Stockholder Meeting

7.12(b)

Specified

Courts

10.5

Stockholder

Approval Matters

7.12(b)

Subscription

Agreements

Recitals

Substituted

Option

1.6(c)(i)

Superior

Offer Notice Period

7.6(c)

Termination

Fee

9.4(b)

Transfer

Taxes

7.17

U.S.

Surviving Corporation

1.1

[REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]

-86-

WITNESS WHEREOF, each Party hereto has caused this Agreement to be signed and delivered by its respective duly authorized officer

as of the date first written above.

Power:

Power Inc.

By:

/s/ David

White

Name:

David

White

Title:

Chief

Executive Officer

Pubco:

1001550000

ONTARIO INC.

By:

/s/

David White

Name:

David

White

Title:

Chief

Executive Officer

Merger

Subs:

1001550002

ONTARIO INC.

By:

/s/

David White

Name:

David

White

Title:

Chief

Executive Officer

MBH

MERGER SUB, INC.

By:

/s/

David White

Name:

David

White

Title:

Chief

Executive Officer

Matinas:

MATINAS

BIOPHARMA HOLDINGS, INC.

By:

/s/

Jerome D. Jabbour

Name:

Jerome

D. Jabbour

Title:

Chief

Executive Officer

[Signature

Page to Merger and Business Combination Agreement]

Exhibit

PLAN

OF ARRANGEMENT

UNDER

SECTION 182 OF THE BUSINESS CORPORATIONS ACT

(ONTARIO)

ARTICLE

DEFINITIONS

AND INTERPRETATION

1.1 Definitions

Unless

indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined shall have the respective meanings

specified in the Business Combination Agreement and the following terms shall have the following meanings (and grammatical variations

of those terms have the corresponding meanings):

“1933

Securities Act” means the United States Securities Act of 1933;

“Amalgamation”

has the meaning ascribed thereto in Section 3.1(d);

“Arrangement”

means the arrangement of GH Power under Section 182 of the OBCA on the terms and subject to the conditions set forth in this Plan of

Arrangement, subject to any amendments or variations of this Plan of Arrangement made in accordance with the Business Combination Agreement

and this Plan of Arrangement or made at the discretion of the Court in the Final Order (with the consent of GH Power and Matinas, each

acting reasonably);

“Arrangement

Effective Date” means the date of the Certificate of Arrangement;

“Arrangement

Effective Time” means 12:01 a.m. (Toronto Time) on the Arrangement Effective Date, or such other time as the Parties may agree

to in writing before the Arrangement Effective Date;

“Arrangement

Resolution” means the special resolution approving the Plan of Arrangement to be considered at the GH Power Meeting;

“Articles

of Arrangement” means the articles of arrangement of GH Power in respect of the Arrangement to be filed pursuant to the OBCA,

which shall include the Plan of Arrangement and otherwise be in form and substance satisfactory to Pubco, Matinas and GH Power, each

acting reasonably;

“Business

Combination Agreement” means the Business Combination Agreement and Plan of Arrangement dated as of July 10, 2026, among

Pubco, Merger Sub A, Merger Sub B, Matinas and GH Power (including the Exhibits attached thereto) as may be amended, supplemented, restated

or otherwise modified from time to time in accordance with its terms;

“Business

Day” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in Toronto, Ontario

and New York, New York are authorized to close for business; provided that banks shall not be deemed to be authorized or obligated to

be closed due to a “shelter in place” or similar closure of physical branch locations at the direction of any Governmental

Authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such

day;

“Canada

Surviving Corporation” has the meaning ascribed thereto in Section 3.1(d);

“Canada

Surviving Corporation Shares” means the common shares in the capital of Canada Surviving Corporation;

B-1

“Certificate

of Arrangement” means the certificate of arrangement issued by the Director pursuant to subsection 183(2) of the OBCA in respect

of the Articles of Arrangement;

“Closing”

means the consummation of the transactions contemplated by this Business Combination Agreement and this Plan of Arrangement;

“Code”

means the United States Internal Revenue Code of 1986, as amended, and any successor statute thereto, as amended. Reference to a specific

section of the Code shall include such section and any valid treasury regulation promulgated thereunder;

“Consent”

means any consent, approval, waiver, authorization or permit of, or notice to or declaration or filing with any Governmental Authority

or any other Person;

“Converted

Option” means each means each GH Power Option that is converted into an option to acquire Pubco Common Shares on substantially

the same terms as conditions that were applicable to such GH Power Option immediately prior to the Arrangement Effective Time, with appropriate

adjustments to reflect the GH Power Exchange Ratio as contemplated by Section 2.13 of the Business Combination Agreement and hereunder;

“Converted

Option Exercise Price” has the meaning set out in Section 3.1(e)(i);

“Converted

Warrant” means each GH Power Warrant that is converted into a warrant to acquire Pubco Common Shares on substantially the same

terms as conditions that were applicable to such GH Power Warrant immediately prior to the Arrangement Effective Time, with appropriate

adjustments to reflect the GH Power Exchange Ratio as contemplated hereunder;

“Court”

means the Ontario Superior Court of Justice (Commercial List);

“DGCL”

means the General Corporation Law of the State of Delaware, as amended;

“Depositary”

means such Person as shall be mutually selected by GH Power and Matinas pursuant to a depositary agreement;

“Director”

means the Director appointed pursuant to Section 278 of the OBCA;

“Dissent

Rights” has the meaning set out in Section 4.1;

“Dissenting

Shareholder” means a registered holder of GH Power Shares who has duly and validly exercised its Dissent Rights in respect

of the Arrangement Resolution and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in

respect of GH Power Shares in respect of which Dissent Rights are validly exercised and not withdrawn or deemed to have been withdrawn

by such GH Power Shareholder;

“equity

interest” means any share, capital stock, partnership, limited liability company, member or similar interest in any Person

and any option, warrant, right or security convertible, exchangeable or exercisable therefor or other instrument, obligation or right

the value of which is based on any of the foregoing;

“Final

Order” means the order of the Court in a form acceptable to GH Power, Pubco and Matinas, each acting reasonably, approving

the Arrangement under Section 182(5) of the OBCA, as such order may be affirmed, amended, modified, supplemented or varied by the Court

(following the prior written consent of GH Power, Pubco and Matinas, each acting reasonably) at any time prior to the Arrangement Effective

Date or, if appealed, then, unless such appeal is withdrawn, abandoned or denied, as affirmed or amended (following the prior written

consent of GH Power, Pubco and Matinas, each acting reasonably) on appeal;

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“GH

Power” means GH Power Inc., a corporation existing under the laws of Ontario;

“GH

Power Class A Common Shares” means the Class A common shares in the capital of GH Power;

“GH

Power Class A Preferred Shares” means the Series A preferred shares in the capital of GH Power;

“GH

Power Class B Common Shares” means the Class B common shares in the capital of GH Power;

“GH

Power Class B Preferred Shares” means the Series B preferred shares in the capital of GH Power;

“GH

Power Convertible Securities” means, collectively, any options, warrants or rights to subscribe for or purchase any capital

shares of GH Power or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any

capital shares of GH Power;

“GH

Power Common Shares” means, collectively, the GH Power Class A Common Shares and the GH Power Class B Common Shares;

“GH

Power Exchange Ratio” means the ratio (rounded to four decimal places) equal to the quotient obtained by dividing (x) the GH

Power Arrangement Shares by (y) the GH Power Outstanding Shares, in which:

1) “Aggregate

Valuation” means the sum of (A) the Matinas Valuation, plus (B) the GH Power Valuation.

2) “Aggregate

Transaction Consideration” means the quotient (rounded to four decimal places)

determined by dividing (A) the Matinas Merger Shares by (B) the Matinas Allocation Percentage.

3) “GH

Power Arrangement Shares” means the difference determined by subtracting the (A)

Matinas Merger Shares from the (B) Aggregate Transaction Consideration.

4) “GH

Power Outstanding Shares” means the total number of GH Power Shares outstanding

immediately prior to the Arrangement Effective Time expressed on a fully diluted and as-converted

to GH Power Shares basis and calculated using the treasury stock method, assuming, without

limitation or duplication: (A) the conversion of each GH Power Preferred Share into GH Power

Shares immediately prior to the Arrangement Effective Time and in accordance with the Organizational

Documents of GH Power, (B) the exercise or conversion of all GH Power Convertible Securities,

and (C) the issuance of GH Power Shares in respect of all other options, warrants or rights

to receive such shares that will be outstanding immediately after the Arrangement Effective

Time.

5) “GH

Power Valuation” means $250,000,000.00; provided, that the GH Power Valuation shall

be adjusted upwards on a dollar-for-dollar basis from the first dollar by the amount of any

capital raised by GH Power from date of the Business Combination Agreement through the Arrangement

Effective Time.

6) “Matinas

Allocation Percentage” means the quotient (rounded to four decimal places) determined

by dividing (A) the Matinas Valuation by (B) the Aggregate Valuation.

7) “Matinas

Merger Shares” means the quotient (rounded to four decimal places) determined by

diving dividing (A) the Matinas Outstanding Stock by (B) ten.

8) “Matinas

Outstanding Stock” means the total number of Matinas Common Stock outstanding immediately

prior to the Effective Time expressed on a fully diluted and as-converted to Matinas Common

Stock basis and calculated using the treasury stock method, assuming, without limitation

or duplication: (A) the conversion of each share of Matinas Preferred Stock into Matinas

Common Stock immediately prior to the Effective Time and in accordance with the Organizational

Documents of Matinas, (B) the exercise of all Matinas Options and Matinas Warrants, and (C)

the issuance of Matinas Common Stock in respect of all other options, warrants or rights

to receive such shares that will be outstanding immediately after the Effective Time.

9) “Matinas

Valuation” means $24,725,274.73; provided, that the Matinas Valuation shall be

adjusted upwards on a dollar-for-dollar basis from the first dollar by the amount of any

capital raised by Matinas from date of the Business Combination Agreement through the Effective

Time.

B-3

“GH

Power Preferred Shares” means, collectively, the GH Power Class A Preferred Shares and the GH Power Class B Preferred Shares;

“GH

Power Meeting” means the special meeting of the GH Power Shareholders and GH Power Preferred Shareholders, including any adjournment

or postponement thereof in accordance with the terms of the Business Combination Agreement, to be called and held in accordance with

the Business Combination Agreement and the Interim Order for the purpose of considering and, if thought fit, approving the Arrangement

Resolution and for any other purpose as may be set out in the management information circular prepared in connection with the GH Power

Meeting and agreed to in writing by Matinas;

“GH

Power Options” means, at any time, options to acquire GH Power Shares granted pursuant to the GH Power Option Plan or otherwise

which are, at such time, outstanding and unexercised, whether or not vested;

“GH

Power Option Plan” means the GH Power Inc. 2022 Option Plan, as amended or amended and restated from time to time;

“GH

Power Securities” means, the GH Power Shares, the GH Power Options, the GH Power Warrants and any other GH Power Convertible

Securities, collectively;

“GH

Power Securityholder” means any holder of a GH Power Security;

“GH

Power Shares” means collectively, the GH Power Class A Common Shares, the GE Power Class B Common Shares, the Class A Preferred

Shares and the Class B Preferred Shares in the capital of GH Power, and “GH Power Share” means any one of the foregoing;

“GH

Power Shareholders” means the registered holders of the GH Power Shares, as the context requires;

“GH

Power Warrants” means a warrant to purchase GH Power Class A Common Shares, whether or not exercisable;

“Governmental

Authority” means any federal, state, provincial, territorial, local, foreign or other governmental, quasi-governmental, regulatory

or administrative body, instrumentality, department or agency or any court, tribunal, administrative hearing body, arbitration panel,

commission, or other similar dispute-resolving panel or body, or any stock exchange;

“In-the-Money

Amount” means the amount, if any, by which the total value of the securities obtained from the exercise of a particular option

exceeds the total amount payable by the holder of the option to acquire the securities under the option;

“Interim

Order” means the interim order of the Court in a form reasonably acceptable to each of GH Power and Pubco to be issued following

the application therefor contemplated by Section 2.2 of the Business Combination Agreement providing for, among other things, the calling

and holding of the GH Power Meeting, as such order may be amended, modified, supplemented or varied by the Court with the prior written

consent of GH Power, Pubco and Matinas, each acting reasonably;

“Law”

means any federal, state, provincial, local, municipal, foreign or other law, statute, legislation, principle of common law, ordinance,

code, edict, decree, proclamation, treaty, convention, rule, regulation, directive, requirement, writ, injunction, settlement, Order

or Consent that is or has been issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect

by or under the authority of any Governmental Authority;

B-4

“Letter

of Transmittal” means the letter of transmittal, as applicable, to be delivered by GH Power for use by GH Power Shareholders

with respect to the Arrangement;

“Liens”

means any mortgage, pledge, security interest, attachment, right of first refusal, option, proxy, voting trust, encumbrance, lien or

charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof), restriction (whether

on voting, sale, transfer, disposition or otherwise), any subordination arrangement in favor of another Person, or any filing or agreement

to file a financing statement as debtor under the Uniform Commercial Code or any similar Law;

“Matinas”

means Matinas BioPharma Holdings, Inc., a Delaware corporation;

“Merger”

means the merger of Merger Sub B with and into Matinas, with Matinas continuing as the surviving corporation, and as a result of the

Merger, (i) Matinas shall become a wholly-owned subsidiary of Pubco, and (ii) each issued and outstanding security of Matinas immediately

prior to the effective time of the Merger shall no longer be outstanding and shall automatically be cancelled, in exchange for the right

of the holder thereof to receive a substantially equivalent security of Pubco;

“Merger

Sub A” means 1001550002 Ontario Inc., a corporation incorporated under the laws of the Province of Ontario, a wholly owned

subsidiary of Pubco;

“Merger

Sub B” means MBH Merger Sub, Inc., a corporation incorporated under the laws of Delaware, a wholly owned subsidiary of Pubco;

“Merger

Sub A Common Shares” means the common shares in the capital of Merger Sub A;

“NYSE”

means the New York Stock Exchange;

“OBCA”

means the Business Corporations Act (Ontario), as amended;

“Order”

means any order, decree, ruling, judgment, injunction, writ, determination, binding decision, verdict, judicial award or other action

that is or has been made, entered, rendered, or otherwise put into effect by or under the authority of any Governmental Authority;

“Parties”

means GH Power, Matinas, Pubco, Merger Sub A, Merger Sub B and “Party” means any of them, as the context requires;

“Person”

means an individual, corporation, exempted company, partnership (including a general partnership, limited partnership, exempted limited

partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including

a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof;

“PIPE

Financing” means the private placement of GH Power Class A Common Shares (and associated warrants, if any) to one or more accredited

investors pursuant to the Subscription Agreements, to be completed on the Arrangement Effective Date immediately prior to the Arrangement

Effective Time;

“PIPE

Shares” means the GH Power Class A Common Shares issued pursuant to the PIPE Financing;

“Plan

of Arrangement”, “hereof”, “herein”, “hereto” and like references

mean and refer to this plan of arrangement;

“Pubco”

means 1001550000 Ontario Inc., a corporation incorporated under the laws of the Province of Ontario;

“Pubco

Common Shares” means the common shares, without par value, of Pubco;

B-5

“Subscription

Agreements” means the subscription agreements, in the form and substance as reasonably agreed upon by GH Power and Matinas,

entered into between GH Power and the subscribers party thereto in connection with the PIPE Financing, as contemplated by the Business

Combination Agreement; and

“Tax

Act” means the Income Tax Act, RSC 1985, c. 1 (5th Supp), as amended.

1.2 Interpretation

Not Affected by Headings, etc.

The

division of this Plan of Arrangement into Articles, Sections and subsections and the insertion of headings are for convenience of reference

only and shall not affect in any way the meaning or interpretation of this Plan of Arrangement.

1.3 Article

References

When

a reference is made in this Plan of Arrangement to an Article, Section or subsection such reference is to an Article, Section or subsection

of this Plan of Arrangement unless otherwise indicated.

1.4 Number

and Gender

The

definitions contained in this Plan of Arrangement are applicable to the singular as well as the plural forms of such terms and, except

as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun shall be deemed to cover all genders.

1.5 Date

for Any Action and Computation of Time

the date on which any action is required to be taken hereunder by any of the Parties is not a Business Day in the place where the action

is required to be taken, such action shall be required to be taken on the next succeeding day which is a Business Day in such place.

A period of time is to be computed as beginning on the day following the event that began the period and ending at 5:00 p.m. on the last

day of the period, if the last day of the period is a Business Day, or at 5:00 p.m. on the next Business Day if the last day of the period

is not a Business Day.

1.6 Statutory

References

to any Law shall mean such Law as amended, updated, modified, supplemented and superseded from time to time, including by succession

of comparable successor Law, instruments incorporated therein and the rules, regulations and published policies applicable thereto.

1.7 Currency

Unless

otherwise stated, all references in this Plan of Arrangement to sums of money are expressed in lawful money of the United States and

“$” refers to US dollars.

1.8 Time

Time

shall be of the essence in every matter or action contemplated hereunder. All times expressed herein are in Toronto, Ontario local time

unless otherwise stipulated.

B-6

1.9 Successors

Unless

otherwise indicated, references in this Plan of Arrangement to a Person are also to its successors and permitted assigns.

ARTICLE

BUSINESS

COMBINATION AGREEMENT

2.1 Business

Combination Agreement

This

Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Business Combination Agreement (except in respect of

the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein), and constitutes an arrangement

as referred to in Section 182 of the OBCA.

2.2 Binding

Effect

This

Plan of Arrangement shall become effective at, and be binding at and after, the Arrangement Effective Time, on the Parties, all GH Power

Shareholders (including Dissenting Shareholders), all holders or beneficial owners of GH Power Convertible Securities, the Depositary

and all other Persons at and after the Arrangement Effective Time, without any further authorization, act or formality on the part of

the Court, the Director or any other Person.

2.3 Timing

of Completion

The

transfers, exchanges, issuances, cancellations, amalgamations, dissolutions and other transactions provided for in Section 3.1 shall

occur, and shall be deemed to occur, at the time and in the order and sequence specified in Section 3.1, notwithstanding that certain

of the procedures related thereto may not be completed until after such time.

ARTICLE

ARRANGEMENT

3.1 Arrangement

the Arrangement Effective Time, prior to the Merger becoming effective in accordance with the relevant provisions of the DGCL and the

Business Combination Agreement, and following the completion of the PIPE Financing in accordance with Section 3.1(a), the following shall

occur and shall be deemed to occur in the following sequence without any further authorization, act or formality, in each case, unless

stated otherwise:

(a) the

PIPE Financing shall have been completed and the PIPE Shares shall have been issued and shall

be outstanding as fully paid and non-assessable GH Power Class A Common Shares. For all purposes

of this Plan of Arrangement (including the calculation of the GH Power Exchange Ratio and

the determination of the aggregate number of Pubco Common Shares issuable upon the Amalgamation),

the PIPE Shares shall be treated as GH Power Class A Common Shares issued and outstanding

immediately prior to the Arrangement Effective Time;

(b) the

Unanimous Shareholders’ Agreement dated November 5, 2021, among the holders of GH Power

Shares shall terminate;

B-7

outstanding GH Power Share held by a Dissenting Shareholder in respect of which Dissent Rights

have been validly exercised and not withdrawn shall be, and shall be deemed to be, transferred

and assigned by the holder thereof to Pubco (free and clear of all Liens) without any further

act or formality by or on behalf of the Dissenting Shareholder in consideration for the right

to receive an amount determined and payable in accordance with Article 4, and:

(i) such

Dissenting Shareholder shall cease to be the holder of such GH Power Shares and to have any

rights as a GH Power Shareholder other than the right to be paid fair value by Pubco for

such GH Power Shares as determined and payable in accordance with Article 4 hereof;

(ii) the

name of such Dissenting Shareholder shall be removed from the register of GH Power Shareholders

maintained by or on behalf of GH Power; and

(iii) Pubco

shall be recorded in the register of GH Power Shareholders maintained by or on behalf of

GH Power as the registered holder of such GH Power Share formerly held by Dissenting Shareholders

and shall be, and be deemed to be, the legal and beneficial owner thereof free and clear

of all Liens;

(d) Merger

Sub A shall amalgamate with and into GH Power to form one corporate entity with the same

effect as if they were amalgamated under Section 174 of the OBCA (the “Amalgamation”)

to form “Canada Surviving Corporation”. For United States income tax purposes

GH Power’s legal existence shall be deemed to continue as Canada Surviving Corporation.

Without limiting the foregoing, GH Power and Merger Sub A will continue as one company and

the property of GH Power and Merger Sub A will become the property of Canada Surviving Corporation.

(i) On

and because of, the Amalgamation,

(A) each

GH Power Common Share (other than any GH Power Common Share held by a Dissenting Shareholder

who has validly exercised Dissent Rights) issued and outstanding immediately prior to the

Arrangement Effective Time shall be cancelled, and each former holder thereof shall receive,

without any further act or formality by or on behalf of the holders of such GH Power Common

Shares, in exchange for each such GH Power Common Share, and as a result of the amalgamation,

a number of fully paid and non-assessable Pubco Common Shares equal to the GH Power Exchange

Ratio;

(B) each

GH Power Preferred Share (other than any GH Power Preferred Share held by a Dissenting Shareholder

who has validly exercised Dissent Rights) issued and outstanding immediately prior to the

Arrangement Effective Time shall be cancelled, and each former holder thereof shall receive,

without any further act or formality by or on behalf of the holders of such GH Power Preferred

Shares, in exchange for each such GH Power Preferred Share, and as a result of the amalgamation,

a number of fully paid and non-assessable Pubco Common Shares equal to the GH Power Exchange

Ratio, on an as-converted to GH Power Common Share basis;

GH Power Shareholder shall cease to be the holder of such GH Power Share and to have any

rights as a GH Power Shareholder, other than the right to receive the Pubco Common Shares

to be issued pursuant to this Section 3.1(d);

(D) the

name of such holder shall be removed from the register of Canadian Surviving Corporation

maintained by or on behalf of Canadian Surviving Corporation;

(E) each

common share of Merger Sub A formerly held by Pubco shall be exchanged (free and clear of

all Liens) for one fully paid and non-assessable Canada Surviving Corporation Share, and

all issued shares of Merger Sub A shall automatically be cancelled;

(F) Canada

Surviving Corporation will be a direct wholly-owned subsidiary of Pubco;

B-8

(G) For

the purposes of subsection 87(9) of the Tax Act, the Pubco Common Shares received by holders

of the GH Power Shares pursuant to Section 3.1(d)(i)(A) shall be deemed to be shares of Canada

Surviving Corporation; and

(H) there

shall be added to the stated capital account maintained by Pubco for the Pubco Common Shares,

in respect of the Pubco Common Shares issued on the Amalgamation to the former holders GH

Power Shares, an amount equal to the aggregate “paid-up capital” (as defined

in the Tax Act) of the GH Power Shares (other than GH Power Shares held by Dissenting Shareholders)

outstanding immediately prior to the Amalgamation.

(e) Without

any further action on the part of any holder thereof, any of the Parties, each then-outstanding

GH Power Convertible Security shall be treated as follows, as a consequence of the amalgamation

carried out in paragraph 3.1(d) above:

(i) GH

Power Options. Each GH Power Option, whether vested or unvested, shall be, and shall

be deemed to be, exchanged for an option (each, a “Converted Option”)

entitling the holder to purchase that number of Pubco Common Shares equal to the product

obtained when the number of GH Power Shares subject to such GH Power Option immediately prior

to the Arrangement Effective Time is multiplied by the GH Power Exchange Ratio, which Converted

Option shall (A) continue to be governed by the GH Power Option Plan, (B) have an exercise

price for each Pubco Common Share that may be purchased under such Converted Option (the

“Converted Option Exercise Price”) equal to the quotient obtained when

the exercise price per Pubco Common Share under the GH Power Option is divided by the GH

Power Exchange Ratio (provided that no fractional Pubco Common Shares will be issued upon

any particular exercise or settlement of Converted Options, and the aggregate number of Pubco

Common Shares to be issued upon exercise by a holder of one or more Converted Options shall

be rounded down to the nearest whole number (with all exercises that are effectuated concurrently

by a holder of Converted Options being aggregated before any such reduction is effectuated),

and the aggregate exercise price payable on any particular exercise of Converted Options

shall be rounded up to the nearest whole cent (with all exercises that are effectuated concurrently

by a holder of Converted Options being aggregated before any such increase is effectuated)),

and (C) otherwise have the same terms and conditions (including vesting, exercisability terms

and expiry date) as were applicable to such GH Power Option immediately prior to the Arrangement

Effective Time. Notwithstanding the foregoing:

(A) if

necessary to satisfy the requirements of subsection 7(1.4) of the Tax Act in respect of the

exchange of a GH Power Option for a Converted Option pursuant to this Section 3.1(e)(i),

the Converted Option Exercise Price shall automatically be adjusted, effective as of and

from the effective time of such exchange, by the minimum amount necessary so that the In-The-Money

Amount of the Converted Option (as adjusted) immediately after such exchange does not exceed

the In-The-Money Amount of the GH Power Option immediately before such exchange;

(B) for

any GH Power Option that is intended to qualify as an “incentive stock option”

within the meaning of Section 422 of the U.S. Tax Code, it is intended that such adjustment

described in Section 3.1(e)(i) above will comply with U.S. Treasury Regulation Section 1.424-1(a);

any GH Power Option that is a nonqualified option held by a U.S. taxpayer, it is intended

that such adjustment described in Section 3.1(e)(i) above will be implemented in a manner

intended to comply with Section 409A of the Code;

B-9

(ii) GH

Power Option Plan. Pubco shall assume all the obligations of GH Power under the GH Power

Option Plan, each outstanding GH Power Convertible Security and the agreements evidencing

the grants thereof (as modified by this Section 3.1(e)), and the number and kind of shares

available for issuance under the GH Power Option Plan shall be adjusted to reflect Pubco

Common Shares in accordance with the provisions of the GH Power Option Plan; provided that

no new awards under the GH Power Option Plan shall be permitted to be awarded following the

Arrangement Effective Time;

(iii) GH

Power Warrants. Each GH Power Warrant shall be, and shall be deemed to be, exchanged

for a warrant (each, a “Converted Warrant”) entitling the holder to purchase

that number of Pubco Shares equal to the product obtained when the number of Pubco subject

to such Converted Warrant immediately prior to the Arrangement Effective Time is multiplied

by the GH Power Exchange Ratio, which Converted Warrant shall (i) have an exercise price

for each Pubco Common Share that may be purchased under such Converted Warrant equal to the

quotient obtained when the exercise price per Pubco Common Share under the GH Power Warrant

is divided by the GH Power Exchange Ratio (provided that no fractional Pubco Common Shares

will be issued upon any particular exercise or settlement of Converted Warrants, and the

aggregate number of Pubco Common Shares to be issued upon exercise by a holder of one or

more Converted Warrants shall be rounded down to the nearest whole number, and the aggregate

exercise price payable on any particular exercise of Converted Warrants shall be rounded

up to the nearest whole cent), (ii) otherwise have the same terms and conditions (including

exercisability terms and expiry date) as were applicable to such GH Power Warrant immediately

prior to the Arrangement Effective Time, and (iii) continue to be evidenced by the certificate

or other instrument evidencing such GH Power Warrant immediately prior to the Arrangement

Effective Time;

(f) For

greater certainty, the Parties intend that the Amalgamation will qualify as an amalgamation

for purposes of subsection 87(9) of the Tax Act. On and after the Amalgamation, the following

shall apply:

(i) Name.

The name of Canada Surviving Corporation shall be the name of GH Power;

(ii) Registered

Office. The registered office of Canada Surviving Corporation shall be the registered

office of GH Power;

(iii) Business

and Powers. There shall be no restrictions on the business that Canada Surviving Corporation

may carry on or on the powers it may exercise;

(iv) Authorized

Share Capital. Canada Surviving Corporation shall be authorized to issue an unlimited

number of Canada Surviving Corporation Shares, which shall have the same rights, privileges,

conditions and restrictions as the share capital of Merger Sub A;

(v) Restrictions

on Transfer. The restrictions on the issue, transfer or ownership of shares applicable

to Merger Sub A shall apply to Canada Surviving Corporation, mutatis mutandis;

(vi) Number

of Directors. The number of directors of Canada Surviving Corporation shall consist of

a minimum number of one director and a maximum number of ten directors;

(vii) Initial

Directors. The directors of Merger Sub A immediately prior to the Arrangement Effective

Time shall be installed as the board of directors of Canada Surviving Corporation;

(viii) Initial

Officers. The officers of Merger Sub A immediately prior to the Arrangement Effective

Time shall be the officers of Canada Surviving Corporation;

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(ix) By-laws.

The by-laws of Merger Sub A immediately prior to the Amalgamation shall be adopted as the

by-laws of Canada Surviving Corporation;

(x) Stated

Capital. Immediately after the Amalgamation, Canada Surviving Corporation shall add an

amount to the stated capital account maintained in respect of the Canada Surviving Corporation

Shares such that, after such addition, the stated capital of the Canada Surviving Corporation

Shares shall be equal to the aggregate “paid-up capital” (as defined in the Tax

Act) of the Merger Sub A Common Shares and GH Power Shares immediately prior to the share

exchange resulting from the Amalgamation;

(xi) Effect

of Amalgamation. Upon the amalgamation of Merger Sub A and GH Power to form Canada Surviving

Corporation becoming effective pursuant to Section 3.1(d):

(A) Canada

Surviving Corporation shall possess all the property, rights, privileges and franchises and

be subject to all liabilities, including civil, criminal and quasi-criminal, and all contracts,

disabilities and debts of Merger Sub A and GH Power;

(B) Canada

Surviving Corporation is liable for all of the liabilities and obligations of Merger Sub

A and GH Power, and all rights of creditors or others have been, and will continue to be,

unimpaired by the Amalgamation, and all liabilities and obligations of Merger Sub A and GH

Power, whether arising by contract or otherwise, may be enforced against Canada Surviving

Corporation to the same extent as if such obligations had been incurred or contracted by

it;

existing cause of action, claim or liability to prosecution has not been and will not be

affected;

(D) a

civil, criminal or administrative action or proceeding pending by or against either Merger

Sub A or GH Power may be continued by or against Canada Surviving Corporation;

(E) a

conviction against, or ruling, order or judgment in favor of or against Merger Sub A or GH

Power may be enforced by or against Canada Surviving Corporation; and

(F) Canada

Surviving Corporation shall be deemed to be the party plaintiff or the party defendant, as

the case may be, in any civil action commenced by or against Merger Sub A or GH Power before

the amalgamation has become effective;

(xii) Articles.

The Articles of Arrangement shall be deemed to be the articles of amalgamation and articles

of incorporation of Canada Surviving Corporation.; and

(g) the

initial share issued by Merger Sub A shall be cancelled without any action on the part of

the holder thereof and without any consideration being issued to the holder thereof.

3.2 No

Fractional Shares

fractional Pubco Common Shares shall be issued to the GH Power Shareholders in connection with this Plan of Arrangement. Where the aggregate

number of Pubco Common Shares to be issued to a GH Power Shareholder as consideration under this Plan of Arrangement would result in

a fraction of a Pubco Common Share being issuable, then, the number of Pubco Common Shares to be delivered to such GH Power Shareholders

shall be rounded down to the nearest whole Pubco Common Share, and any fractional Pubco Common Share issuable hereunder shall be, and

be deemed to be, cancelled without any additional compensation.

B-11

3.3 Adjustment

to Consideration

The

Aggregate GH Power Arrangement Consideration shall be adjusted to reflect appropriately the effect of any stock split, reverse stock

split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with

respect to GH Power Shares occurring on or after the date hereof and prior to the Arrangement Effective Time to provide the holders of

GH Power Shares immediately prior to the Arrangement Effective Time the same economic effect as contemplated by this Agreement prior

to such event.

3.4 U.S.

Tax Matters

The

Parties intend that (a) the Business Combination Agreement constitute and be adopted as a “plan of reorganization” within

the meaning of U.S. Treasury Regulations Section 1.368-1, (b) the Arrangement qualify as a “reorganization” under Section

368(a) of the Code, and (c) the Arrangement and the Merger, taken together in the transaction, qualify as transfers of property to Pubco

described in Section 351(a) through (d) of the Code.

ARTICLE

DISSENT

RIGHTS

4.1 Dissent

Rights

Registered

Shareholders of GH Power Shares as of the record date of the GH Power Meeting may exercise dissent rights with respect to all of the

GH Power Shares held by such holders (“Dissent Rights”) in connection with the Arrangement pursuant to and in the

manner set forth in Section 185 of the OBCA, as modified by the Interim Order, the Final Order and this Article 4, provided that notwithstanding

Section 185(6) of the OBCA, the written objection to the Arrangement Resolution contemplated by Section 185(6) of the OBCA must be received

by GH Power no later than 5:00 p.m. (Toronto time) on the second Business Day immediately prior to the date of the GH Power Meeting (as

it may be adjourned or postponed from time to time). Each Dissenting Shareholder who duly exercise Dissent Rights shall be deemed to

have transferred the GH Power Shares held by such holder to Pubco as provided and as of the time stipulated in Section 3.1(c). Each such

holder who is ultimately determined to be:

(a) entitled

to be paid fair value for such holder’s GH Power Shares: (i) shall be deemed not to

have participated in the transactions in Article 3 (other than Section 3.1(c)); (ii) will

be entitled to be paid the fair value of such GH Power Shares by Pubco, less any applicable

deductions or withholdings, which fair value, notwithstanding anything to the contrary contained

in Part XIV of the OBCA, shall be determined as of the close of business on the day before

the Arrangement Resolution was adopted, and (iii) will not be entitled to any other payment

or consideration, including any payment that would be payable under the Arrangement had such

Dissenting Shareholder not exercised Dissent Rights in respect of such GH Power Shares; or

(b) not

entitled, for any reason, to be paid such fair value for such GH Power Shares, shall be deemed

to have participated in the Arrangement with respect to such GH Power Shares on the same

basis as a holder of GH Power Shares to which Section 3.1(d) hereof applies.

4.2 Recognition

of Dissenting Shareholders

(a) In

no circumstances shall the Parties or any other Person be required to recognize a Person

exercising Dissent Rights unless such Person (i) as of the record date for the GH Power Meeting,

is the registered holder of those GH Power Shares in respect of which such rights are sought

to be exercised; (ii) as of the deadline for exercising Dissent Rights, is the registered

holder of those GH Power Shares in respect of which such rights are sought to be exercised;

and (iii) has strictly complied with the procedures for exercising Dissent Rights and has

not withdrawn such dissent prior to the Arrangement Effective Time.

B-12

(b) In

no case shall the Parties or any other Person be required to recognize Dissenting Shareholders

as holders of GH Power Shares after the completion of the transfer under Section 3.1(c),

and the names of such Dissenting Shareholders shall be removed from the registers of holders

of GH Power Shares at the same time as the event described in Section 3.1(c) occurs.

Power Shareholders who withdraw, or are deemed to withdraw, their right to exercise Dissent

Rights shall be deemed to have participated in the Arrangement, as of the Arrangement Effective

Time, and shall be entitled to receive the consideration to which GH Power Shareholders who

have not exercised Dissent Rights are entitled under Section 3.1(d).

(d) In

addition to any other restrictions under the Interim Order or Section 185 of the OBCA, none

of the following shall be entitled to exercise Dissent Rights: (i) holders of GH Power Convertible

Securities (in their capacity as holders of GH Power Convertible Securities); (ii) GH Power

Shareholders who vote or have instructed a proxyholder to vote GH Power Shares in favor of

the Arrangement Resolution; (iii) any Person who is not a registered holder of GH Power Shares

(including any beneficial owner of GH Power Shares); and (iv) Pubco and its Affiliates.

ARTICLE

DELIVERY

OF CONSIDERATION

5.1 Payment

of Consideration

(a) Following

receipt of the Final Order and prior to the Arrangement Effective Date, Pubco shall enter

into an agreement with the Depositary (the terms and conditions of such agreement to be satisfactory

to the Parties, acting reasonably) to ensure that sufficient Pubco Common Shares (and any

treasury directions addressed to Pubco’s transfer agent as may be necessary) to satisfy

the aggregate consideration payable to the GH Power Shareholders pursuant to this Plan of

Arrangement (other than with respect to Dissenting Shareholders), to be held by the Depositary

as agent and nominee for the GH Power Shareholders (other than the Dissenting Shareholders)

at and after the time of the Amalgamation pursuant to Section 3.1(d) for distribution to

the GH Power Shareholders (other than the Dissenting Shareholders) in accordance with the

provisions of Article 5 hereof and the depositary agreement to be entered into among, inter

alia, GH Power, Pubco and the Depositary.

(b) Upon

surrender to the Depositary for cancellation of a share certificate which immediately prior

to the Arrangement Effective Time represented outstanding GH Power Shares that were cancelled

pursuant to Section 3.1, together with a duly completed and executed Letter of Transmittal

and such additional documents and instruments as the Depositary may reasonably require, the

former GH Power Shareholder shall be entitled to receive in exchange therefor, and the Depositary

shall deliver to such former GH Power Shareholder, the consideration which such holder has

the right to receive under this Plan of Arrangement for such GH Power Shares, less any amounts

withheld pursuant to Section 5.4, and any certificate(s) so surrendered shall forthwith be

cancelled.

and after the Arrangement Effective Time, each certificate that immediately prior to the

Arrangement Effective Time represented GH Power Shares (other than GH Power Shares in respect

of which Dissent Rights have been validly exercised and not withdrawn), shall be deemed to

represent only the right to receive upon such surrender the consideration to which the holder

is entitled under this Plan of Arrangement in lieu of such certificate as contemplated in

this Section 5.1, less any amounts withheld pursuant to Section 5.4 hereof. Any such certificate

formerly representing GH Power Shares not duly surrendered on or before the sixth anniversary

of the Arrangement Effective Time shall cease to represent a claim by or interest of any

kind or nature against or in any of the Parties. On such date, any and all consideration

to which such former holder was entitled shall be deemed to have been surrendered and forfeited

to Pubco.

B-13

(d) Any

payment made by the Depositary pursuant to this Plan of Arrangement that has not been deposited

or has been returned to the Depositary or that otherwise remains unclaimed, in each case,

on or before the sixth anniversary of the Arrangement Effective Time, shall be returned by

the Depositary to Pubco, and any right or claim to payment hereunder that remains outstanding

on the sixth anniversary of the Arrangement Effective Time shall cease to represent a right

or claim by or interest of any kind or nature and the right of a former holder of GH Power

Shares to receive the consideration for such GH Power Shares pursuant to this Plan of Arrangement

shall terminate and be deemed to be surrendered and forfeited to Pubco for no consideration.

(e) No

former holder of GH Power Shares shall be entitled to receive any consideration with respect

to such GH Power Shares other than the consideration to which such former holder is entitled

to receive in accordance with Section 3.1 and this Section 5.1 and, for greater certainty,

no such holder will be entitled to receive any interest, dividends, premium or other payment

in connection therewith other than as contemplated in Section 5.8.

5.2 Share

Exchange Procedures

All

of the share certificates issued by GH Power to GH Power Shareholders prior to the Arrangement Effective Time will cease to represent

any interest in GH Power Shares and will be cancelled by GH Power as of the Arrangement Effective Time. All of the Canada Surviving Corporation

Shares issued pursuant to the Arrangement in Section 3.1(d)(i)(E) will be issued as uncertificated pursuant to Section 54 of the OBCA.

Canada Surviving Corporation will not send to Pubco a written notice containing the information required by Section 54(3) of the OBCA.

5.3 Lost

Certificates

the event any certificate which immediately prior to the Arrangement Effective Time represented outstanding GH Power Shares that were

transferred pursuant to Section 3.1 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person

claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate,

the consideration to which the holder is entitled pursuant to this Plan or Arrangement. When authorizing such exchange for any lost,

stolen or destroyed certificate, the Person to whom such consideration is to be delivered shall, as a condition precedent to the delivery

of such consideration, give a bond satisfactory to Pubco and the Depositary (each acting reasonably) in such sum as Pubco may direct

(acting reasonably), or otherwise indemnify Pubco, Canada Surviving Corporation and the Depositary in a manner satisfactory to Pubco

and the Depositary (acting reasonably) against any claim that may be made against Pubco, Canada Surviving Corporation or the Depositary

with respect to the certificate alleged to have been lost, stolen or destroyed.

5.4 Withholding

Rights

Each

of Pubco, Canada Surviving Corporation, Merger Sub A, GH Power and the Depositary and any other applicable withholding agent (each, a

“Withholding Agent”) shall be entitled to deduct and withhold, or cause to be deducted and withheld, from any amount

otherwise payable or deliverable to any Person in connection with this Plan of Arrangement or the Business Combination Agreement such

amounts as are required to be deducted and withheld with respect to the making of such payment or delivery under the Tax Act, the Code

or any provision of provincial, state, local, or foreign tax law, in each case as amended (“Tax Law”). Any amounts

that are so deducted or withheld and paid over to the appropriate Governmental Authority shall be treated for all purposes of this Plan

of Arrangement as having been paid to the Person in respect of which such deduction or withholding was made. To the extent that amounts

are so required under applicable Tax Law to be deducted or withheld from the payment of consideration to a holder of Pubco Common Shares

or from the payment of consideration to a holder of GH Power Shares, GH Power Convertible Securities or other equity interests of GH

Power, the applicable Withholding Agent is hereby authorized to sell through a broker or otherwise such portion of the consideration

otherwise payable to the applicable holder as is necessary to provide sufficient funds to the applicable Withholding Agent to enable

it to comply with such deduction or withholding requirements provided that, in such case, the applicable Withholding Agent shall notify

such holder of such sale and remit (x) the applicable portion of the net proceeds of such sale to the appropriate taxing authority and

(y) the remaining net proceeds of such sale (after deduction for the amounts described in clause (x)), if any, to such holder.

B-14

5.5 Calculations

All

calculations and determinations made by GH Power, Pubco, Merger Sub A, Canada Surviving Corporation or any Depositary, as applicable,

for the purposes of this Plan of Arrangement shall be conclusive, final and binding.

5.6 Interest

Under

no circumstances shall interest accrue or be paid by Pubco, Merger Sub A, Canada Surviving Corporation, GH Power, the Depositary or any

other Person to persons depositing duly completed and executed Letters of Transmittal pursuant to Section 5.1, regardless of any delay

in making any payment contemplated hereby.

5.7 No

Liens

Any

exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third

parties of any kind.

5.8 Post-Arrangement

Effective Time Dividends and Distributions

dividends or other distributions payable in respect of Pubco Common Shares with a record date after the Arrangement Effective Time shall

be paid to the holder of any certificate or certificates which, immediately prior to the Arrangement Effective Time, represented outstanding

GH Power Shares that were cancelled pursuant to Section 3.1(b) and in respect of which Pubco Common Shares were issued pursuant to the

Arrangement, and all such dividends and other distributions shall be paid by Pubco to the Depositary and shall be held by the Depositary

in trust for such holders, in each case until the surrender of such certificate or certificates (or affidavit in accordance with Section

5.3) in accordance with Section 5.1(b) or until surrendered and/or forfeited in accordance with Sections 5.1(c) and 5.1(d). Subject to

applicable Laws, following surrender of any such certificate or certificates (or affidavit in accordance with Section 5.3) in accordance

with Section 5.1(b) there shall be paid to the holder thereof, without interest, the amount of dividends or other distributions with

a record date after the Arrangement Effective Time theretofore paid with respect to such Pubco Common Shares to which such holder is

entitled pursuant to the Arrangement.

ARTICLE

AMENDMENTS

6.1 Amendments

to Plan of Arrangement

(a) Pubco

and GH Power may amend, modify and/or supplement this Plan of Arrangement at any time and

from time to time prior to the Arrangement Effective Time, provided that each such amendment,

modification and/or supplement must be: (i) set out in writing; (ii) approved by Pubco and

GH Power in writing, acting reasonably; (iii) filed with the Court and, if made following

the GH Power Meeting, approved by the Court; and (iv) communicated to GH Power Shareholders

if and as required by the Court.

B-15

(b) Any

amendment, modification and/or supplement to this Plan of Arrangement may be proposed by

GH Power or Pubco at any time prior to the GH Power Meeting (provided that Pubco or GH Power,

as applicable, and Matinas shall have consented thereto in writing) with or without any other

prior notice or communication, and if so proposed and accepted by the Persons voting at the

GH Power Meeting (other than as may be required under the Interim Order), shall become part

of this Plan of Arrangement for all purposes.

amendment, modification or supplement to this Plan of Arrangement that is approved or directed

by the Court following the GH Power Meeting shall be effective only if: (i) it is consented

to in writing by each of Pubco, GH Power and Matinas (in each case, acting reasonably); and

(ii) if required by the Court, it is consented to by the GH Power Shareholders, voting in

the manner directed by the Court.

(d) Notwithstanding

anything in this Plan of Arrangement or the Business Combination Agreement, Pubco and GH

Power may, and following the Arrangement Effective Time, Pubco may unilaterally, amend, modify

and/or supplement this Plan of Arrangement at any time and from time to time without the

approval of, or communication to, the Court, the GH Power Shareholders or any other Persons,

provided that each such amendment, modification and/or supplement (i) must concern a matter

which, in the reasonable opinion of each of GH Power and Pubco, is of an administrative nature,

required to better give effect to the implementation of this Plan of Arrangement, and (ii)

is not adverse to the economic interests of any GH Power Shareholders.

ARTICLE

TERMINATION

7.1 Termination

This

Plan of Arrangement may be withdrawn prior to the Arrangement Effective Time in accordance with the terms of the Business Combination

Agreement.

ARTICLE

PARAMOUNTCY

8.1 Paramountcy

From

and after the Arrangement Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all GH Power Shares

and GH Power Convertible Securities issued prior to the Arrangement Effective Time, (b) the rights and obligations of GH Power Shareholders,

the holders of GH Power Convertible Securities, the Parties, the Depositary and any transfer agent or other depositary therefor in relation

thereto, shall be solely as provided for in this Plan of Arrangement, and (c) all actions, causes of action, claims or proceedings (actual

or contingent and whether or not previously asserted) based on or in any way relating to securities of GH Power, including any GH Power

Shares and GH Power Convertible Securities, shall be deemed to have been settled, compromised, released and determined without liability

except as set forth in this Plan of Arrangement.

ARTICLE

FURTHER

ASSURANCES

9.1 Further

Assurances

Notwithstanding

that the transactions and events set out herein shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement

without any further act or formality, each of the Parties shall use their reasonable best efforts to make, do and execute, or cause to

be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably

be required by either of them in order to further document or evidence any of the transactions or events set out herein

B-16

EX-2.2

Filename: ex2-2.htm · Sequence: 3

Exhibit

2.2

Execution

Version

CERTAIN

IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THE OMITTED INFORMATION

AS PRIVATE OR CONFIDENTIAL, AND SUCH INFORMATION IS NOT MATERIAL. OMISSIONS ARE IDENTIFIED AS [***].

STOCK

PURCHASE AGREEMENT

THIS

STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of July 10, 2026, by and between Azurity Pharmaceuticals,

Inc., a Delaware corporation (the “Buyer”) and Matinas BioPharma Holdings, Inc., a Delaware corporation (the

“Seller”). The Buyer and the Seller are each referred to herein as a “Party” and

collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meanings assigned

to them in ARTICLE XI hereof.

RECITALS

WHEREAS,

as of the date hereof, the Seller legally and beneficially owns all of the issued and outstanding Equity Interests (the “Company

Interests”) of Matinas BioPharma Nanotechnologies, Inc. (f/k/a Aquarius Biotechnologies Inc.), a Delaware corporation (the

“Company”); and

WHEREAS,

the Buyer wishes to purchase, and the Seller wishes to sell, convey, assign, transfer and deliver to the Buyer, all of the Company Interests,

free and clear of all Liens on the terms set forth herein.

NOW,

THEREFORE, in consideration of the foregoing promises and the mutual representations, warranties, covenants and agreements contained

herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending

to be legally bound, agree as follows:

ARTICLE

PURCHASE AND SALE

Section

1.01 Purchase and Sale. On the terms and subject to the conditions set forth herein, at the Closing and effective as of the

Closing Date, the Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase and acquire from

the Seller, all of the Company Interests, free and clear of all Liens, in exchange for aggregate consideration consisting of: (i) cash

in the aggregate amount of Four Million Dollars ($4,000,000) (the “Cash Purchase Price”), (ii) the Milestone

Payments, if any, as set forth in Section 1.03, (iii) the right to receive the Royalty Payments, if any, as set forth in ARTICLE

VII and (iv) decreased by the amount of all outstanding Indebtedness ((i), (ii), (iii) and (iv) collectively, the “Purchase

Price”).

Section

1.02 Payment of Cash Purchase Price. The Buyer shall pay, or cause to be paid, the Cash Purchase Price to the Seller at the

Closing by wire transfer of immediately available funds to the applicable account(s) designated by the Seller.

Section

1.03 Milestone Payments.

(a)

The Buyer shall pay to the Seller, in accordance with and subject to the terms of this Section 1.03 the following payments (each,

a “Milestone Payment”)

upon the achievement of the following milestone events (whether by the Buyer or any of its Affiliates or any Licensee) after the

Closing Date (each, a “Milestone”):

(i)

Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Activity Milestone Payment”) upon the First Commercial

Sale of MAT2203 (the “Activity Milestone”);

-1-

(ii)

Five Million Dollars ($5,000,000) (the “First Commercial Milestone Payment”) upon the first achievement of

Fifty Million Dollars ($50,000,000) in cumulative global Net Sales of MAT2203 (the “First Commercial Milestone”);

and

(iii)

Ten Million Dollars ($10,000,000) (the “Second Commercial Milestone Payment”) upon the first achievement of

One Hundred Million Dollars ($100,000,000) in cumulative global Net Sales of MAT2203 (the “Second Commercial Milestone”).

For

the avoidance of doubt, each Milestone Payment shall be payable only once upon the first achievement of the applicable Milestone.

(b)

The Buyer shall notify the Seller in writing of the achievement of each Milestone within thirty (30) days after the end of the calendar

quarter in which such Milestone was achieved (each, a “Milestone Notice”).

(c)

Within fifteen (15) Business Days after receipt of the invoice delivered to the Buyer from the Seller exemplifying the achievement of

any Milestone, the Buyer shall deliver to the Seller the applicable Milestone Payment by wire transfer of immediately available funds

to an account designated by the Seller.

(d)

For the avoidance of doubt, any payments made pursuant to this Section 1.03 shall be treated for U.S. federal and applicable state

and local income Tax purposes as an adjustment to the Purchase Price, unless otherwise required by applicable Law.

(e)

For the avoidance of doubt, any failure or delay by the Buyer in delivering a Milestone Notice shall not affect Seller’s right

to receive the applicable Milestone Payment upon achievement of such Milestone.

Section

1.04 Withholding. Buyer shall be entitled to deduct and withhold from the Purchase Price or any other consideration payable

or otherwise deliverable pursuant to this Agreement such amounts as may be required to be withheld and remitted to the appropriate Governmental

Authority. Buyer shall use commercially reasonable efforts to provide advance written notice to Seller prior to any deduction or withholding

pursuant to this Section 1.04 and shall reasonably cooperate with Seller to reduce or eliminate any such deduction or withholding.

Any amounts deducted or withheld pursuant to this Section 1.04 shall be treated for all purposes of this Agreement as having been

paid to the Seller.

ARTICLE

CLOSING

Section

2.01 Closing. Subject to the satisfaction or waiver of the conditions set forth in ARTICLE VI, the closing of the transactions

contemplated by this Agreement (the “Closing”) shall take place remotely via the exchange of documents and

signatures by electronic mail on the third (3rd) Business Day after the satisfaction or waiver (by the applicable Party hereto

in writing) of the conditions set forth in ARTICLE VI (not including conditions which are to be satisfied by actions taken at

the Closing but subject to the satisfaction or waiver (by the applicable Party hereto in writing) of those conditions at the Closing)

or such other date as mutually specified by the Buyer and the Seller (the date on which the Closing actually occurs, the “Closing

Date”).

-2-

Section

2.02 Deliveries by the Seller. At or prior to the Closing, the Seller shall deliver, or cause to be delivered, to the Buyer

the following:

(a)

a stock power executed by the Seller, in form and substance reasonably acceptable to the Buyer, evidencing the transfer of the Company

Interests to the Buyer;

(b)

the organizational minutes book and governance records of the Company;

(c)

an officer’s certificate of the Seller, in form and substance reasonably satisfactory to the Buyer, certifying that attached thereto

are true, correct and complete copies of (i) the Organizational Documents of the Seller and (ii) resolutions duly adopted by the Seller’s

governing body authorizing the execution, delivery and performance of this Agreement and the Transaction;

(d)

the certificate required to be delivered pursuant to Section 6.02(e);

(e)

a certificate of good standing of the Company issued by the Secretary of State of Delaware, dated no earlier than five (5) days prior

to the Closing Date;

(f)

a properly completed and duly executed Internal Revenue Service Form W-9 from the Seller;

(g)

evidence of the third-party consents or approvals listed on Schedule 2.02(g);

(h)

Resignations of all officers and directors of the Company;

(i)

Signature cards in respect of any bank accounts held by the Company;

(j)

Evidence of the purchase of the D&O Tail Policy (as defined below); and

(k)

such other deliveries and documents relating to the Transaction as may be reasonably requested by the Buyer.

Section

2.03 Deliveries by the Buyer. At the Closing, the Buyer shall deliver to the Seller the following:

(a)

the Cash Purchase Price;

(b)

an officer’s certificate of the Buyer, in form and substance reasonably satisfactory to the Seller, certifying that attached thereto

are true, correct and complete copies of (i) the Organizational Documents of the Buyer and (ii) excerpts of resolutions duly adopted

by the Buyer’s governing body authorizing the execution, delivery and performance of this Agreement and the Transaction;

(c)

the certificate required to be delivered pursuant to Section 6.03(e); and

(d)

such other deliveries and documents relating to the Transaction as may be reasonably requested by the Seller.

-3-

ARTICLE

III

REPRESENTATIONS AND WARRANTIES OF THE SELLER

Except

as set forth in the disclosure schedules delivered by the Seller to the Buyer on the date hereof (the “Disclosure Schedules”),

the Seller hereby represents and warrants to the Buyer as of the date hereof and as of the Closing Date as follows:

Section

3.01 Organization; Authority.

(a)

The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all

necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions

contemplated hereby. The execution, delivery and performance by the Seller of this Agreement, the performance by Seller of its obligations

hereunder, and the consummation by the Seller of the transactions contemplated hereby have been duly authorized and approved by all requisite

corporate action on the part of the Seller. This Agreement has been duly executed by the Seller, and assuming due authorization by the

Buyer, constitutes a valid and binding obligation of the Seller, enforceable in accordance with its terms, except as such enforceability

may be limited by bankruptcy, insolvency, reorganization and similar laws affecting creditors’ rights generally or general equitable

principles.

(b)

The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all

necessary corporate power and authority to conduct its business as presently conducted and as proposed to be conducted by it. The Seller

has made available to the Buyer true and complete copies of the Company’s Organizational Documents as presently in effect.

Section

3.02 No Conflict. The execution, delivery and performance by the Seller of this Agreement and each of the Transaction Agreements

to which the Seller is or will be a party or the consummation of the Transaction by the Seller does not contravene, conflict with, violate

or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a new right of termination, acceleration,

modification or cancellation under or otherwise require the consent or waiver of, notice or declaration to, clearance, authorization

or approval from or filing with any Person, including any Governmental Authority, pursuant to any provision of (a) the Organizational

Documents of each of the Company and the Seller; (b) any material Contract to which the Company is a party; or (c) any Law applicable

to the Company or the Seller or any of the Company’s properties or assets; or (d) result in the creation or imposition of any Lien

(other than Permitted Liens) on any asset of the Company, except, in the case of clauses (b), (c), and (d), where such contravention,

conflict, violation, default, right or Lien would not have, or be expected to have, individually or in the aggregate, a Material Adverse

Effect.

Section

3.03 Capitalization; Subsidiaries. The Seller is the sole owner, beneficial and of record, of the issued and outstanding equity

interests of the Company, free and clear of all Liens (other than Liens arising under applicable securities Laws). There is no existing

option, warrant, call, right or agreement of any character to which the Company is a party requiring, and there are no securities of

the Company outstanding, which upon conversion, exercise or exchange would require the issuance, sale or transfer of any additional equity

interests or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase any equity interests

in the Company. There are no outstanding stock appreciation, share purchase, phantom stock, profit participation or similar rights of

the Company. The Company does not own or have any rights to acquire, directly or indirectly, any outstanding capital stock of, or other

equity interests in, any Person. The Company does not have any Subsidiaries and does not currently own or control, directly or indirectly,

any interest in any corporation, partnership, trust, joint venture, limited liability company, association, or other business entity.

The Company is not a participant in any joint venture, partnership or similar arrangement.

Section

3.04 Financial Statements and Undisclosed Liabilities.

(a)

Financial Statements and Records. The financial statements (including any related notes) of the Seller and the Company that are

accessible through the website links set forth on Schedule 3.04(a) of the Disclosure Schedules for fiscal years 2023, 2024, and

2025 (the “Financial Statements”) (1) were prepared in accordance with GAAP (except as may be indicated in

the notes to such financial statements or, in the case of unaudited financial statements, except as permitted by Form 10-Q of the SEC,

and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments

none of which are material), (2) were prepared in accordance with, and are consistent with, the books and records of the Seller and its

Subsidiaries (which books and records are correct and complete in all material respects) and (3) fairly present, in all material respects,

the assets, liabilities and financial condition of the Seller and its Subsidiaries at their respective dates and the results of operations

of the Seller and its Subsidiaries for the respective periods covered thereby. The financial records of the Company are true, correct

and complete and represent actual, bona fide transactions and have been maintained in accordance with sound business practices, including

the maintenance of an adequate system of internal controls.

-4-

(b)

Undisclosed Liabilities. As of the date hereof, the Company has no Liability, except for any Liability (1) disclosed, reflected

or reserved against in the Financial Statements, (2) listed in Section 3.04(b) of the Disclosure Schedules, (3) that has arisen

in its ordinary course of business since March 31, 2026 (which does not arise out of, relate to or result from and which is not in the

nature of and was not caused by any breach of Contract, breach of warranty, tort, infringement or other violation of Applicable Law),

(4) under this Agreement or otherwise in connection with the transactions contemplated herein or (5) which would not, individually or

in the aggregate, reasonably be expect to be material the Company.

Section

3.05 Material Contracts. Section 3.05 of the Disclosure Schedules sets forth a true and complete list of all Contracts

to which the Company is a party or otherwise bound (each, a “Material Contract”). The Seller has made available

to the Buyer true, correct and complete copies of all Material Contracts, including all amendments and modifications thereto, and in

the case of any oral Material Contract, a written summary of the material terms of such Material Contract. Each Material Contract is

in full force and effect, is a valid, legal and binding obligation of the Company and each other party thereto, and is enforceable in

accordance with its terms against the Company and each other party thereto, subject in each case to the effects of bankruptcy, insolvency,

fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and

general equitable principles (whether considered in a Proceeding in equity or at law). Neither the Company nor, to the Knowledge of the

Seller, any other party to any Material Contract, is in material default, breach or violation of any Material Contract, nor, to the Knowledge

of the Seller, has any event occurred that with the lapse of time, or the giving of notice, or both, would constitute a material default,

breach or violation under any Material Contract.

Section

3.06 Intellectual Property.

(a)

All of the Company IP is either owned by the Company, free and clear of any and all Liens (other than Permitted Liens), or licensed to

the Company pursuant to written agreements. Section 3.06(a) of the Disclosure Schedules sets forth a true and complete list of

all registrations and applications for registration of Intellectual Property owned by the Company.

(b)

To the Seller’s Knowledge, the conduct of the business of the Company, as currently conducted, does not infringe upon, misappropriate,

dilute or otherwise violate the Intellectual Property rights or other proprietary rights of any Person, except as would not reasonably

be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has not received any written notice of

any claims, and, to the Seller’s Knowledge, there are no pending or threatened claims, of any Persons alleging that that the conduct

of the Company’s business is or may be infringing, misappropriating, diluting or otherwise violating, or has or may have infringed,

misappropriated, diluted or otherwise violated, the Intellectual Property rights of any Person, except as would not reasonably be expected

to have, individually or in the aggregate, a Material Adverse Effect.

-5-

(c)

To the Seller’s Knowledge, no Person is misappropriating, infringing, diluting or otherwise violating any of the Company IP. Within

the past three years, no Intellectual Property or other proprietary right misappropriation, infringement, dilution or violation actions

or Proceedings have been brought against any Person by the Company.

(d)

The Company has taken commercially reasonable steps to protect, preserve and maintain the secrecy and confidentiality of all trade secrets,

know-how and other proprietary or Confidential Information included in the Intellectual Property owned by the Company (“Confidential

Company Information”). To the Knowledge of the Seller, there have been no breaches of security resulting in the disclosure

of any material Confidential Company Information.

(e)

(i) The Company IP (other than any applications for patents or other Intellectual Property) is valid and enforceable and (ii) neither

the validity of, enforceability of, nor the Company’s title to, any Company IP is currently being challenged in any litigation

or other Action to which the Company is a party.

Section

3.07 Employees; Benefit Plans. The Company does not have any employees. The Company has no Liability for any wages, salaries,

bonuses, commissions, benefits, severance, termination payments, or payroll Taxes arising from or relating to any employment relationship.

The Company is not party to and has no Liability with respect to any benefit plan.

Section

3.08 Absence of Litigation, Actions and Orders. There are no, and since January 1, 2023 there have been no (a) material Actions

or Proceedings pending or, to the Knowledge of the Seller, threatened against the Company or the Company’s properties, rights or

assets, or (b) Orders outstanding to which the Company or any of the Company’s material properties, rights or assets is or are

subject. There are no material Actions or Proceedings as of the date hereof pending or, to the Knowledge of the Seller, threatened on

behalf of or against the Company that challenge (i) the validity of this Agreement or any other Transaction Agreement to which the Company

is a party or (ii) any action taken or to be taken by it pursuant to this Agreement or any other Transaction Agreement to which the Company

is a party or in connection with the transactions contemplated hereby and thereby.

Section

3.09 Compliance with Laws. The Company is in compliance in all material respects with all applicable Laws. No investigation,

claim, suit, Proceeding, audit or other Action by any Governmental Authority is pending or threatened in writing against the Company.

There is no agreement, judgment, injunction, order or decree binding upon the Company which has or would reasonably be expected to have

the effect of prohibiting or impairing any business practice of the Company, any acquisition of material property by the Company or the

conduct of business by the Company as currently conducted.

Section

3.10 Tax Matters.

(a)

The Company has filed all income Tax Returns and all other material Tax Returns that it was required to file. All such Tax Returns were

true, correct, and complete in all material respects. All income and other material Taxes due and owing by the Company (whether or not

shown on any Tax Return) have been paid.

(b)

The Company currently is not the beneficiary of any extension of time within which to file any income or other material Tax Return (other

than an automatic extension of time not requiring the approval of any Governmental Authority). No written claim has been made by a Governmental

Authority in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to taxation by that jurisdiction.

There are no Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets or equity of the Company. The Company

has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent

contractor, creditor, stockholder, or other third party, and all Forms W-2 and 1099 required with respect thereto have been properly

completed and timely filed.

-6-

(c)

There is no dispute or claim concerning any Tax liability of the Company claimed or raised by any Governmental Authority in writing.

(d)

The Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment

or deficiency.

(e)

The Company is not a party to any agreement, contract, arrangement, or plan that has resulted or could result, separately or in the aggregate,

in the payment of (i) any “excess parachute payment” within the meaning of Code Section 280G (or any corresponding provision

of state, local, or non-U.S. Tax law) or (ii) any amount that will not be fully deductible as a result of Code Section 162(m) (or any

corresponding provision of state, local, or non-U.S. Tax law). The Company is not a party to or bound by any Tax allocation, indemnity

or sharing agreement (other than contracts entered into in the ordinary course of business the primary purpose of which does not relate

to Taxes).

(f)

The Company has no liability for the Taxes of any Person under Treasury Regulations 1.1502-6 (or any similar provision of state, local,

or non-U.S. law), as a transferee or successor, by contract, or otherwise.

(g)

The Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable

period (or portion thereof) ending after the Closing Date as a result of any:

(i)

change in method of accounting for a taxable period ending on or prior to the Closing Date;

(ii)

use of an improper method of accounting for a taxable period ending on or prior to the Closing Date;

(iii)

“closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local, or non-U.S.

income Tax law) executed on or prior to the Closing Date;

(iv)

intercompany transactions or an excess loss account described in Treasury Regulations under Code Section 1502 (or any corresponding or

similar provision of state, local, or non-U.S. income Tax law);

(v)

installment sale or open transaction disposition made on or prior to the Closing Date;

(vi)

prepaid amount received on or prior to the Closing Date; or

(vii)

election under Code Section 108(i).

(h)

Within the past three (3) years, the Company has not distributed stock of another Person, or has had its stock distributed by another

Person, in a transaction that was purported or intended to be governed in whole or in party by Code Section 355 or Code Section 361.

-7-

(i)

The Company is not and has not been a party to any “reportable transaction,” as defined in Code Section 6707A(c)(1) and Treasury

Regulations 1.6011-4(b).

(j)

The Company does not have any Subsidiaries and does not own, directly or indirectly, any interest in any corporation, partnership, trust,

joint venture, limited liability company, association, or other Person, in each case for Tax purposes.

Section

3.11 Environmental Matters.

(a)

Hazardous Materials. The Company has not: (i) operated any underground storage tanks at any property that the Company has at any

time owned, operated, occupied or leased; or (ii) released any substance that has been designated by any Governmental Authority or by

applicable Law to be radioactive, toxic, hazardous or otherwise a danger to health or the environment, including PCBs, asbestos, petroleum,

urea-formaldehyde and all substances listed as hazardous substances pursuant to the Comprehensive Environmental Response, Compensation

and Liability Act of 1980, as amended, or defined as a hazardous waste pursuant to the federal Resource Conservation and Recovery Act

of 1976, as amended, and the regulations promulgated pursuant to said Laws (a “Hazardous Material”), but excluding

office and janitorial supplies properly and safely maintained. To the Knowledge of the Seller, no Hazardous Materials are present, as

a result of the actions of the Company, or as a result of any actions of any third Person or otherwise, in, on or under any property,

including the land and the improvements, ground water and surface water thereof, that the Company has at any time owned, operated, occupied

or leased.

(b)

Hazardous Materials Activities. The Company has not transported, stored, used, manufactured, disposed of, released or exposed

its Employees or others to Hazardous Materials in violation of any Law, nor has the Company disposed of, transported, sold, or manufactured

any product containing a Hazardous Material (any or all of the foregoing being collectively referred to as “Hazardous Materials

Activities”), in violation of any Law promulgated to prohibit, regulate or control Hazardous Materials or any Hazardous

Materials Activity. The Company has complied in all material respects with all Laws regulating the manufacture, labeling, packaging and

disposal of the Product and the use, storage and disposal of Hazardous Materials.

(c)

Permits. The Company currently holds all Permits necessary for the conduct of their respective Hazardous Material Activities and

other business as such activities and business are currently being conducted and as currently proposed to be conducted.

(d)

Environmental Liabilities. No action, proceeding, investigation, revocation proceeding, amendment procedure, writ, injunction

or claim is pending or, to the Company’s Knowledge, threatened, concerning any Hazardous Materials Activity of the Company. To

the Company’s Knowledge, there is no fact or circumstance that would reasonably be expected to involve the Company in any environmental

litigation or impose upon the Company any environmental liability.

Section

3.12 Insurance. The Company does not have any insurance policies or fidelity bonds covering the assets, business, equipment,

properties, and operations of the Company or any of its Affiliates.

Section

3.13 Brokers. No broker, financial advisor, finder or investment banker or other Person is entitled to any fee or commission

in connection with the Transaction based upon arrangements made by or on behalf of the Seller or the Company for which the Buyer may

become liable.

Section

3.14 Real Property. The Company does not own, or has never owned, any real property. The Company does not lease any real property.

-8-

Section

3.15 Indebtedness. Except Indebtedness listed in Section 3.15 of the Disclosure Schedules, the Company has no Indebtedness

outstanding on the date hereof and except for Indebtedness to be paid off pursuant to a payoff letter, the Company will have no Indebtedness

outstanding on the Closing Date. The Company is not in default or otherwise in breach with respect to any Indebtedness. Seller has given

to Buyer a true, correct and complete copy of all documents (including all amendments, supplements, waivers and consents) with respect

to any Indebtedness of the Company.

Section

3.16 Accounts Receivable. The Company has no accounts receivable other than intercompany receivables, which intercompany receivables

will be netted or settled as of the Closing.

Section

3.17 Restrictions on Business Activities. There is no Contract, judgment, injunction, order or decree, to which the Company

is a party, subject or otherwise bound, that would reasonably be expected to prohibit, impair or otherwise limit: (a) any business practice

of the Company or any of its present or future Affiliates; (b) any acquisition of property (tangible or intangible) by the Company or

any of its present or future Affiliates; (c) the conduct of business by the Company or any of its present or future Affiliates; or (d)

the ability of the Company or any of its present or future Affiliates to engage in any line of business or to compete or do business

with any Person, in each case whether arising as a result of a change in control of the Company or any of its present or future Affiliates

or otherwise. Without limiting the generality of the foregoing, the Company has not (x) entered into any Contract under which the Company

or any of its present or future Affiliates is restricted from selling, licensing, manufacturing or otherwise distributing MAT2203 to

customers or potential customers or any class of customers, in any geographic area, during any period of time, or in any segment of the

market, or (y) granted any Person exclusive rights to sell, license, manufacture or otherwise distribute MAT2203 in any geographic area

or with respect to any customers or potential customers or any class of customers during any period of time or in any segment of the

market.

Section

3.18 Related Party Transactions. Except as set listed in Section 3.18 of the Disclosure Schedules, no employee, officer,

director, stockholder, partner or member of the Company, any member of his or her immediate family or any of their respective Affiliates

(“Related Persons”) (i) owes any amount to the Company nor does the Company owe any amount to, or has the Company

committed to make any loan or extend or guarantee credit to or for the benefit of, any Related Person, (ii) is involved in any business

arrangement or other relationship with the Company (whether written or oral), (iii) owns any property or right, tangible or intangible,

that is used by the Company or (iv) owns any direct or indirect interest of any kind in, or controls or is a director, officer, employee

or partner of, or consultant to, or lender to or borrower from or has the right to participate in the profits of, any Person which is

a competitor, supplier, customer, landlord, tenant, creditor or debtor of the Company.

Section

3.19 Banks; Power of Attorney. Section 3.19 of the Disclosure Schedules contains a complete and correct list of the

names and locations of all banks in which the Company has accounts or safe deposit boxes and the names of all persons authorized to draw

thereon or to have access thereto. No person holds a power of attorney to act on behalf of the Company.

Section

3.20 No Other Representations or Warranties. Except for the representations and warranties contained in this ARTICLE III

or in any certificate delivered pursuant to this Agreement, neither the Seller, the Company nor any other Person has made or makes any

other express or implied representation or warranty, either written or oral, on behalf of the Seller or the Company, including any representation

or warranty as to the accuracy or completeness of any information regarding either Seller furnished or made available to the Buyer or

its respective representatives (including any information, documents, or material made available to the Buyer in any electronic “data

room,” any management presentations, or in any other form in expectation of the Transaction) or as to the future revenue, profitability,

or success of the Company, or any representation or warranty arising from statute or otherwise in Law. The Buyer is acquiring the Company

Interests on an “AS-IS, WHERE-IS” basis, and none of the Seller, the Company or any other Person makes, and none of the Buyer,

its Affiliates or their respective representatives has relied on or is relying on the accuracy or completeness of any representation,

warranty or statement of any kind or nature, either written or oral, with respect to the Company, including any representation or warranty

as to the quality, merchantability, fitness for a particular purpose or condition of the Company’s business, operations, assets,

liabilities, prospects or any portion thereof. All other representations or warranties by the Seller are hereby disclaimed.

-9-

ARTICLE

REPRESENTATIONS AND WARRANTIES OF THE BUYER

The

Buyer hereby represents and warrants to the Seller as of the date hereof as follows:

Section

4.01 Incorporation and Existence; Corporate Power. The Buyer is a corporation duly organized, validly existing and in good

standing under the laws of Delaware and has all necessary corporate power and authority to enter into this Agreement, to carry out its

obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Buyer of

this Agreement, the performance by the Buyer of its obligations hereunder, and the consummation by the Buyer of the transactions contemplated

hereby have been duly authorized and approved by all requisite corporate action on the part of the Buyer. This Agreement has been duly

executed by the Buyer, and assuming due authorization by the Seller, this Agreement constitutes a valid and binding obligation of the

Buyer, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization

and similar laws affecting creditors’ rights generally or general equitable principles.

Section

4.02 Authority; No Conflict. The execution, delivery and performance by the Buyer of this Agreement and each of the Transaction

Agreements to which it is or will be a party or the consummation of the Transaction by the Buyer does not contravene, conflict with,

violate or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a new right of termination,

acceleration, modification or cancellation under or otherwise require the consent or waiver of, notice or declaration to, clearance,

authorization or approval from or filing with any Person, including any Governmental Authority, pursuant to any provision of (a) the

Organizational Documents of the Buyer; (b) any material Contract to which the Buyer is a party; (c) any Law applicable to the Buyer or

the Buyer’s properties or assets; or (d) result in the creation or imposition of any Lien on any asset of the Buyer, except, in

the case of clauses (b) and (c), where such contravention, conflict, violation, default, right would not have, individually or in the

aggregate, a material adverse effect on the ability of the Buyer to consummate the Transaction.

Section

4.03 Brokers. No broker, financial advisor, finder or investment banker or other Person is entitled to any fee or commission

in connection with the Transaction based upon arrangements made by or on behalf of the Buyer for which the Seller or its Affiliates may

become liable.

Section

4.04 Sufficiency of Funds. Buyer has sufficient cash on hand or other sources of immediately available funds to enable it

to make payment of the Purchase Price and consummate the Transaction.

Section

4.05 Investment Purpose. Buyer is acquiring the Company Interests solely for its own account for investment purposes and not

with a view to, or for offer or sale in connection with, any distribution thereof or any other security related thereto within the meaning

of the Securities Act. Buyer acknowledges that the Seller has not registered the offer and sale of the Company Interests under the Securities

Act or any state securities laws, and that the Company Interests may not be pledged, transferred, sold, offered for sale, hypothecated,

or otherwise disposed of except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption

therefrom and subject to state securities laws and regulations, as applicable. The Buyer is able to bear the economic risk of holding

the Company Interests for an indefinite period (including total loss of its investment) and has sufficient knowledge and experience in

financial and business matters so as to be capable of evaluating the merits and risk of its investment.

-10-

Section

4.06 Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to the

Buyer’s knowledge, threatened against or by the Buyer or any Affiliate of the Buyer that challenge or seek to prevent, enjoin or

otherwise delay the Transaction.

Section

4.07 No Other Representations or Warranties. Except for the representations and warranties contained in this ARTICLE IV

or in any certificate delivered pursuant to this Agreement, neither the Buyer nor any other Person has made or makes any other express

or implied representation or warranty, either written or oral, including any representation or warranty as to the accuracy or completeness

of any information regarding the Buyer furnished or made available to the Seller, the Company or their respective representatives.

Section

4.08 Independent Investigation; Non-Reliance. The Buyer has conducted its own independent investigation, review and analysis

of the business, results of operations, condition (financial or otherwise) or assets of the Company, and to its knowledge it has been

provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Company

for such purpose. In determining whether to enter into this Agreement, the Buyer has not relied on any representation or warranty from

the Seller, the Company or any other Person on behalf of the Seller or the Company other than those representations and warranties expressly

set forth in ARTICLE III of this Agreement or in any certificate delivered pursuant to this Agreement. None of Seller, the Company

or any other Person acting on behalf of Seller or the Company shall have any liability to the Buyer or any other Person with respect

to any projections, forecasts, estimates, plans, or budgets of future revenue, expenses, or expenditures, future results of operations,

future cash flows, or the future financial condition of the Company or the future business, operations, or affairs of the Company, except

as expressly set forth in ARTICLE III of this Agreement (including the related portions of the Disclosure Schedules).

ARTICLE

COVENANTS

Section

5.01 Conduct of Business. From the date hereof and until the Closing (the “Interim Period”), except

as otherwise expressly contemplated by this Agreement, required by applicable Law, as set forth on Section 5.01 of the Disclosure

Schedule or consented to in writing by the Buyer (which consent shall not be unreasonably withheld, conditioned, or delayed), the Seller

shall, and shall cause the Company to:

(a)

conduct the Business in the ordinary course consistent with past practice;

(b)

use commercially reasonable efforts to preserve intact the Business and the relationships of the Company with its licensors, licensees,

customers, suppliers, and other Persons with whom the Company has business relationships;

(c)

maintain in full force and effect all material Company IP and take all actions necessary to protect and preserve such Company IP, including

payment of all maintenance fees and filing of all required documents with applicable governmental authorities;

-11-

(d)

not sell, transfer, license, encumber, or otherwise dispose of any material Company IP or any material assets of the Company;

(e)

not amend or modify, or waive any material right under, the Rutgers License Agreement or any other Material Contract of the Company;

(f)

not enter into any new lease, sublease, license or other Contract pursuant to which the Company derives any rights to use or occupy any

real property, or settle any rent review;

(g)

not incur any indebtedness or guarantee any obligations of any other Person;

(h)

not issue, sell, or authorize the issuance or sale of any equity securities of the Company;

(i)

not declare or pay any dividend or make any distribution with respect to the capital stock of the Company;

(j)

not make any amendments or changes to the Organizational Documents of the Company;

(k)

not pass any resolution, except in the ordinary course of business or as expressly required under the terms of this Agreement;

(l)

not cause the destruction of, damage to or loss of any material assets of the Company;

(m)

not cause any event, occurrence, change, effect or change that, individually or in the aggregate, has had or reasonably would be expected

to have a Material Adverse Effect;

(n)

not hire or engage any employee, consultant or contractor;

(o)

not make or change any material Tax election, change an annual accounting period, adopt or change any accounting method, file any amended

Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Company, surrender any right to claim

a material refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating

to the Company or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such other action

would reasonably be expected to have the effect of materially increasing the Tax liability of the Company for any period ending after

the Closing Date or materially decreasing any Tax attribute of the Company existing on the Closing Date; and

(p)

not agree or commit to do any of the foregoing.

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Section

5.02 Non-Solicitation.

(a)

The Seller agrees that, during the Interim Period, the Seller shall not, and shall cause the Company not to, nor shall it authorize or

permit any of its or their respective Representatives to, directly or indirectly: (i) solicit, initiate or knowingly encourage, induce,

discuss, negotiate or facilitate the communication, making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry

or take any action that could reasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry; (ii) furnish any non-public

information regarding the Seller to any Person in connection with or in response to an Acquisition Proposal or Acquisition Inquiry; (iii)

engage in discussions (other than to inform any Person of the existence of the provisions in this Section 5.02(a)) or negotiations

with any Person with respect to any Acquisition Proposal or Acquisition Inquiry; (iv) approve, endorse or recommend any Acquisition Proposal;

(v) execute or enter into any letter of intent or any Contract contemplating or otherwise relating to any Acquisition Transaction (other

than a confidentiality agreement permitted under this Section 5.02); or (vi) publicly propose to do any of the foregoing; provided,

however, that, notwithstanding anything contained in this Section 5.02 and subject to compliance with this Section 5.02,

prior to obtaining the Requisite Seller Stockholder Approval, the Seller may furnish non-public information regarding the Seller to,

and enter into discussions or negotiations with, any Person in response to an unsolicited bona fide written Acquisition Proposal by such

Person which the Seller Board determines in good faith, after consultation with Seller’s outside financial advisors and outside

legal counsel, constitutes, or is reasonably likely to result in, a Superior Offer (and is not withdrawn) if: (A) neither the Seller

nor any of its Representatives shall have breached this Section 5.02 in any material respect, (B) the Seller Board concludes in

good faith based on the advice of outside legal counsel, that the failure to take such action is reasonably likely to be inconsistent

with the fiduciary duties of the Seller Board under applicable Law; (C) the Seller receives from such Person an executed confidentiality

agreement containing provisions (including nondisclosure provisions, use restrictions, non-solicitation provisions, no hire and “standstill”

provisions) at least as favorable to the Seller as those contained in Section 5.07; and (D) substantially contemporaneously with

furnishing any such nonpublic information to such Person, the Seller furnishes such nonpublic information to the Buyer (to the extent

such information has not been previously furnished by the Seller to the Buyer). Without limiting the generality of the foregoing, the

Seller acknowledges and agrees that, in the event any Representative of the Seller (whether or not such Representative is purporting

to act on behalf of the Seller) takes any action that, if taken by the Seller, would constitute a breach of this Section 5.02,

the taking of such action by such Representative shall be deemed to constitute a breach of this Section 5.02 by the Seller for

purposes of this Agreement.

(b)

If the Seller or any Representative of the Seller receives an Acquisition Proposal or Acquisition Inquiry at any time during the Interim

Period, then the Seller shall promptly (and in no event no later than two (2) Business Days after the Seller becomes aware of such Acquisition

Proposal or Acquisition Inquiry) advise the Buyer orally and in writing of such Acquisition Proposal or Acquisition Inquiry (including

the identity of the Person making or submitting such Acquisition Proposal or Acquisition Inquiry, and the material terms thereof). The

Seller shall keep the Buyer reasonably informed with respect to the status and material terms of any such Acquisition Proposal or Acquisition

Inquiry and any material modification or proposed material modification thereto.

(c)

Notwithstanding the foregoing, prior to a Seller Board Change in Recommendation, the Seller Board may make a Seller Board Change in Recommendation,

if and only if (i) the Seller promptly notifies the Buyer, in writing and at least four (4) Business Days before making a Seller Board

Change in Recommendation (the “Superior Offer Notice Period”) (which notice shall not constitute a Seller Board

Change in Recommendation), of its intention to make a Seller Board Change in Recommendation, (ii) the Seller attaches to such notice

the most current version of the proposed agreement (if any) under which such Superior Offer is proposed to be consummated and the identity

of the Person making the Superior Offer, (iii) during the Superior Offer Notice Period, the Seller causes its financial and legal advisors

to, negotiate with the Buyer in good faith (to the extent the Buyer desires to negotiate) to make such adjustments in the terms and conditions

of this Agreement so that such Acquisition Proposal ceases to constitute a Superior Offer, and (iv) following the end of the Superior

Offer Notice Period, the Seller Board determines in good faith, after consultation with its outside financial advisors and outside legal

counsel, that the Acquisition Proposal continues to constitute a Superior Offer.

(d)

Except as otherwise permitted by this Section 5.02, neither the Seller Board nor any committee thereof shall (i) withdraw, qualify,

modify, change or amend (or propose publicly to withdraw, qualify, modify, change or amend) in any manner adverse to the Buyer, the Seller

Board recommendation regarding the Transaction, or fail to include a recommendation in the Proxy Statement to approve the Transaction,

or (ii) approve or recommend or propose publicly to approve or recommend, any Acquisition Proposal (any of the foregoing in clause (i)

or (ii), a “Seller Board Change in Recommendation”).

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(e)

The Seller shall immediately cease and cause to be terminated any existing discussions, negotiations and communications with any Person

that relate to any Acquisition Proposal or Acquisition Inquiry as of the date of this Agreement and request the destruction or return

of any nonpublic information of the Seller provided to such Person as soon as practicable after the date of this Agreement.

(f)

Nothing contained in this Agreement shall prohibit the Seller or the Seller Board from (i) complying with Rules 14d-9 and 14e-2(a) promulgated

under the Exchange Act, (ii) issuing a “stop, look and listen” communication or similar communication of the type contemplated

by Section 14d-9(f) under the Exchange Act or (iii) otherwise making any disclosure to the Seller stockholders; provided, however,

that in the case of the foregoing clause (iii) the Seller Board determines in good faith, after consultation with its outside legal counsel,

that failure to make such disclosure would be reasonably likely to be inconsistent with applicable Law, including its fiduciary duties

under applicable Law; provided, further, that any such disclosures (other than a “stop, look and listen” communication

or similar communication of the type contemplated by Section 14d-9(f) under the Exchange Act) shall be deemed to be a Seller Board Change

in Recommendation unless the Seller Board expressly publicly reaffirms its recommendation to approve the Transaction (i) in such communication

or (ii) within three (3) Business Days after being requested in writing to do so by the Company.

Section

5.03 Efforts to Consummate. Subject to the terms and conditions of this Agreement, each Party shall use its commercially reasonable

efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable under applicable

law to consummate the transactions contemplated by this Agreement as promptly as practicable, including (a) obtaining all necessary consents,

approvals, and authorizations from governmental authorities and third parties and (b) making all necessary filings with governmental

authorities.

Section

5.04 Proxy Statement.

(a)

As promptly as practicable after the date hereof, the Seller shall prepare and file with the SEC a proxy statement in connection with,

among other things, this Agreement and the consummation of the Transaction (as amended, the “Proxy Statement”)

for the purpose of soliciting proxies from the Seller stockholders for the matters to be acted upon at the Special Stockholder Meeting.

For the avoidance of doubt, the Proxy Statement may be filed with the SEC as part of the registration statement on Form F-4 to be filed

in connection with the Business Combination Agreement (the “Registration Statement”).

(b)

The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from the Seller stockholders to vote, at a special

meeting of the Seller stockholders to be called and held for such purpose (the “Special Stockholder Meeting”),

in favor of resolutions approving, among other things (i) the adoption and approval of this Agreement and the Transactions, by the holders

of Seller Common Stock in accordance with the Seller’s Organizational Documents, the DGCL and the rules and regulations of the

SEC and NYSE, and (ii) such other matters as the Seller and the Buyer shall hereafter determine to be necessary or appropriate in order

to effect the Transaction (the approvals described in foregoing clauses (i) and (ii), collectively, the “Stockholder Approval

Matters”), and (iii) the adjournment of the Special Stockholder Meeting, if necessary or desirable in the reasonable determination

of the Seller.

(c)

If, on the date one day immediately preceding the date for which the Special Stockholder Meeting is scheduled, the Seller reasonably

believes that it will not receive proxies representing a sufficient number of shares to obtain the Requisite Seller Stockholder Approval,

whether or not a quorum is present, or, the Seller will not have sufficient shares of the Seller Common Stock to constitute a quorum,

the Seller may in its sole discretion make one or more successive postponements or adjournments of the Special Stockholder Meeting as

long as such Special Stockholder Meeting is not postponed more than five (5) days for each postponement or adjournment or an aggregate

of ten (10) days for all such postponements or adjournments.

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(d)

The Seller shall cause the Company to make its respective directors, officers and employees, upon reasonable advance notice, available

to the Seller and its respective Representatives in connection with the drafting of the public filings with respect to the transactions

contemplated by this Agreement, including the Proxy Statement or the Registration Statement, as applicable, and responding in a timely

manner to comments from the SEC. The Seller shall promptly correct any information provided by it for use in the Proxy Statement or the

Registration Statement, as applicable (and other related materials) if and to the extent that such information is determined to have

become false or misleading in any material respect or as otherwise required by applicable Laws.

(e)

The Seller shall promptly respond to any SEC comments on the Proxy Statement or the Registration Statement, as applicable and shall otherwise

use its commercially reasonable efforts to cause the Proxy Statement or the Registration Statement, as applicable, to “clear”

comments from the SEC and if the Proxy Statement is included as part of the Registration Statement, to cause such Registration Statement

to become effective.

(f)

As soon as practicable following the Proxy Statement or the Registration Statement, as applicable, “clearing” comments from

the SEC and if the Proxy Statement is filed as part of the Registration Statement, the Registration Statement becoming effective, the

Seller shall distribute the Proxy Statement or the Registration Statement to Seller’s stockholders and, pursuant thereto, shall

call the Special Stockholder Meeting in accordance with the DCGL for a date no later than forty (40) days following the filing of a definitive

Proxy Statement or the effectiveness of the Registration Statement.

(g)

The Seller shall comply with all applicable Laws, any applicable rules and regulations of NYSE, Seller’s Organizational Documents

and this Agreement in the preparation, filing and distribution of the Proxy Statement or the Registration Statement, as applicable, any

solicitation of proxies thereunder, and the calling and holding of the Special Stockholder Meeting.

Section

5.05 Public Announcements.

(a)

The Parties agree that, during the Interim Period, no public release, filing or announcement concerning this Agreement or the Transaction

Agreements, or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior

written consent (not to be unreasonably withheld, conditioned or delayed) of the Seller, on the one hand, and the Buyer, on the other

hand, except as such release or announcement may be required by applicable Law or the rules or regulations of any securities exchange,

in which case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on,

and arrange for any required filing with respect to, such release or announcement in advance of such issuance.

(b)

The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within

twenty-four (24) hours thereafter), issue a press release announcing the execution of this Agreement (the “Signing Press

Release”). Promptly after the issuance of the Signing Press Release and within four (4) Business Days of execution of this

Agreement, the Seller shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press

Release and a description of this Agreement as required by Federal Securities Laws. The Parties shall mutually agree upon and, as promptly

as practicable after the Closing (but in any event within twenty-four (24) hours thereafter), issue a press release announcing the consummation

of the Transaction (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release

and within four (4) Business Days of execution of this Agreement, the Seller shall file or caused to be filed a current report on Form

8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing if required by Federal

Securities Laws. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing

Press Release, or any other report, statement, filing notice or application made by or on behalf of a Party to any Governmental Authority

or other third party in connection with the transactions contemplated hereby, each Party shall, upon request by any other Party, furnish

the Parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters

as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, or any other report, statement,

filing, notice or application made by or on behalf of a Party to any third party and/or any Governmental Authority in connection with

the transactions contemplated hereby.

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Section

5.06 No Trading. The Buyer acknowledges and agrees that it is aware, and that their respective Affiliates are aware (and each

of their respective Representatives is aware or, upon receipt of any material nonpublic information of the Seller, will be advised) of

the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC and the NYSE promulgated thereunder

or otherwise (the “Federal Securities Laws”) and other applicable foreign and domestic Laws on a Person possessing

material nonpublic information about a publicly traded company. The Buyer hereby agrees that, while it is in possession of such material

nonpublic information, it shall not purchase or sell any securities of the Seller, communicate such information to any third party, take

any other action with respect to the Seller in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

Section

5.07 Confidentiality. Each Party (the “Receiving Party”) hereby agrees that during the Interim Period

and, in the event that this Agreement is terminated in accordance with ARTICLE VIII, for a period of two (2) years after such

termination, it shall, and shall cause its Representatives to: (i) treat and hold in strict confidence any Confidential Information of

the other Party (the “Disclosing Party”), and will not use for any purpose (except in connection with the consummation

of the Transaction or the Transaction Agreements, performing its obligations hereunder or thereunder or enforcing its rights hereunder

or thereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party

any such Confidential Information without the Disclosing Party’s prior written consent; and (ii) in the event that the Receiving

Party or any of its Representatives, during the Interim Period or, in the event that this Agreement is terminated in accordance with

ARTICLE VIII, for a period of two (2) years after such termination, becomes legally compelled to disclose any Confidential Information

of the Disclosing Party, (A) provide the Disclosing Party to the extent legally permitted with prompt written notice of such requirement

so that the Disclosing Party may seek, at the Disclosing Party’s sole expense, a protective Order or other remedy or waive compliance

with this Section 5.07 and (B) in the event that such protective Order or other remedy is not obtained, or the Disclosing Party

waives compliance with this Section 5.07, furnish only that portion of such Confidential Information which is legally required

to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential

treatment will be accorded such Confidential Information. In the event that this Agreement is terminated and the transactions contemplated

hereby are not consummated, the Receiving Party shall, and shall cause its Representatives to, promptly deliver to the Disclosing Party

or destroy (at the Disclosing Party’s election) any and all copies (in whatever form or medium) of the Disclosing Party’s

Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based

thereon. Notwithstanding the foregoing, each Party and its Representatives shall be permitted to disclose Confidential Information to

the extent required by the Federal Securities Laws. Notwithstanding the foregoing, the obligations of confidentiality and non-use with

respect to any Confidential Information that constitutes a trade secret under applicable Law shall survive indefinitely.

Section

5.08 Preservation of Records. The Buyer agrees to cause the Company to preserve and keep the records relating to the Business

prior to the Closing for the longer of (i) a period of six (6) years from the Closing Date and (ii) the Royalty Term, and make such records

available to the Seller, during normal business hours, as may be reasonably requested in order to facilitate the resolution of, any insurance

claims by, Actions (other than Actions between the Seller and the Buyer related to this Agreement or the Transaction) or Tax audits against,

or governmental investigations of, the Company, or in order to enable the Seller to comply with its obligations under this Agreement

and each other Transaction Agreement; provided, however, that (i) notwithstanding anything to the contrary in this Agreement,

neither the Buyer nor the Company shall be required to disclose any information to the Seller or its authorized representatives if doing

so would violate any Law to which the Buyer or the Company is a party or to which the Buyer or the Company is subject, and (ii) nothing

herein shall require the Buyer or the Company to provide the Seller with access to information that is subject to attorney-client privilege.

-16-

Section

5.09 Further Assurances; Cooperation.

(a)

During the period commencing on the Closing Date and ending on the seventh (7th) anniversary of the expiration of the Royalty

Term, each of the Parties shall, from time to time, at the reasonable request of the other Party and without further consideration, promptly

execute and deliver such further instruments of transfer and assignment, or take such other actions, as may be reasonably necessary to

give effect to the Transaction.

(b)

In furtherance of Section 5.09(a), for a period of twelve (12) months following the Closing Date, the Seller agrees to furnish

or cause to be furnished to the Buyer, upon request, as promptly as practicable, such information and assistance relating to the Business

and as is reasonably necessary to facilitate an orderly separation of the Business from the Seller and transfer of the Business to the

Buyer, including the transfer of key vendor and supplier relationships, relevant technology systems, data and documentation.

Section

5.10 Indemnification of Directors and Officers.

(a)

Immediately prior to the Closing Date, the Company, at the Seller’s sole cost and expense, shall purchase “tail coverage”

for the existing policies of directors’ and officers’ liability insurance and fiduciary liability insurance and fiduciary

insurance covering the directors and officers of the Company as of the Closing Date (which may include naming such individuals under

Buyer’s existing policies) for a period of six (6) years after the Closing Date, in respect of acts or omissions occurring prior

to the Closing Date (the “D&O Tail Policy”).

(b)

For the period of six (6) years after the Closing Date, the Buyer shall cause the Company, to the fullest extent the Buyer can indemnify

its own officers, managers and directors permitted under Law, to indemnify and hold harmless (and advance funds in respect of each of

the foregoing) each present and former director, manager or officer of the Company (together with such person’s heirs, executors

or administrators, an “Indemnified Person” and collectively, the “Indemnified Persons”)

against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any claim,

suit, Proceeding or investigation to each Indemnified Person to the fullest extent permitted by Law; provided, that the Indemnified

Person to whom such fees and expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a

court of competent jurisdiction that such Indemnified Person is not entitled to such indemnification), judgments, fines, Losses, claims,

damages, Liabilities and amounts paid in settlement in connection with any actual or threatened claim, Action, suit, proceeding or investigation,

whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission by

such Indemnified Person in his or her capacity as a director, manager or officer occurring or alleged to have occurred whether on or

prior to the Closing Date (including acts or omissions in connection with such person’s service as an officer, manager, director

or other fiduciary in any entity if such service was at the request or for the benefit of the Company).

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(c)

To the fullest extent not prohibited by Law, from and after the Closing, all rights to indemnification now existing in favor of the Indemnified

Persons with respect to their activities as such prior to, on or after the Closing Date, as provided in the Company’s Organizational

Documents, shall survive the Closing and shall continue in full force and effect for a period of not less than six (6) years from the

Closing Date; provided, that, in the event any claim or claims are asserted or made within such survival period, all such rights

to indemnification in respect of any claim or claims shall continue until final disposition of such claim or claims.

(d)

In the event that, after the Closing Date, the Company or any of its respective successors or assigns (i) consolidates with or merges

into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers

all or a substantial portion of its properties and assets to any Person, then, and in either such case, the Buyer shall ensure that proper

provisions are made so that such successors and assigns shall assume the obligations set forth in this Section 5.10.

(e)

The provisions of this Section 5.10 (i) are intended to be for the benefit of, and shall be enforceable by, each Indemnified Person,

his or her heirs, executors or administrators and his or her other representatives, (ii) shall not be modified in such a manner as to

adversely affect any Indemnified Person without the consent of such Indemnified Person and (iii) are in addition to, and not in substitution

of, any other rights to indemnification or contribution that any Indemnified Person may have.

Section

5.11 Tax Matters. From and after the Closing:

(a)

The Seller shall include the income of the Company (including any deferred items triggered into income by Treasury Regulations Section

1.1502-13 and any excess loss account taken into income under Treasury Regulations Section 1.1502-19) on the Seller’s consolidated

federal income Tax Returns for all periods through the end of the Closing Date and pay any federal income Taxes attributable to such

income. The Company shall use commercially reasonable efforts to furnish Tax information to the Seller for inclusion in the Seller’s

federal consolidated income Tax Return for the period that includes the Closing Date in accordance with the Company’s past customs

and practices. The income of the Company shall be apportioned to the period up to and including the Closing Date and the period beginning

after the Closing Date by closing the books of the Company as of the end of the Closing Date.

(b)

Seller shall indemnify the Company, Buyer, and each Buyer Affiliate and hold them harmless from and against (i) any and all Taxes of

Seller, including Seller’s share of all transfer, documentary, sales, use, stamp, registration and other such Taxes, all conveyance

fees, recording charges and other fees and charges (including any penalties and interest), and related expenses in accordance with Section

10.01, (ii) any and all Taxes (or the non-payment thereof) of the Company for all taxable periods ending on or before the Closing

Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date

(“Pre-Closing Tax Period”), (iii) any and all Taxes of any member of an affiliated, consolidated, combined,

or unitary group of which the Company (or any predecessor of any of the Company) is or was a member on or prior to the Closing Date,

including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or non-U.S. law or regulation, and

(iv) any and all Taxes of any person (other than the Company) imposed on the Company as a transferee or successor, by contract or pursuant

to any law, rule or regulation, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that Seller

shall not be liable for any Taxes (w) for Buyer’s share of all transfer, documentary, sales, use, stamp, registration and other

such Taxes, all conveyance fees, recording charges and other fees and charges (including any penalties and interest), and related expenses

in accordance with Section 10.01, (x) which directly result from a material breach by Buyer or any Buyer Affiliate (including,

following the Closing, the Company) of any of the covenants and agreements set out in this Section 5.11, (y) resulting from any

transaction occurring or action taken by (or caused to be taken by) the Buyer on the Closing Date after the Closing outside the ordinary

course of business (other than as contemplated by this Agreement), and (z) included as a liability in Indebtedness. In each of the above

cases, the term “Taxes” shall include Losses arising from or relating to such Taxes including the non-payment thereof. In

the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”),

the amount of any taxes of the Company based upon or measured by net income or gain which relate to any taxable period or portion thereof

ending on or before the Closing Date will be determined based on an interim closing of the books as of the close of business on the Closing

Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation

and amortization deductions) shall be allocated between the portion of the Straddle Period ending on the Closing Date, on the one hand,

and the portion of the Straddle Period beginning after the Closing Date, on the other hand, in proportion to the number of days in such

Straddle Period included in the portion ending on the Closing Date and the number of days in such Straddle Period included in the portion

beginning after the Closing. The amount of Taxes other than Taxes of the Company based upon or measured by net income or gain for a Straddle

Period which relate to the taxable period or portion thereof ending on or before the Closing Date will be deemed to be the amount of

such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the portion of the taxable

period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

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(c)

Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for any Pre-Closing Tax Period

that are filed after the Closing Date, excluding, for the avoidance of doubt, income Tax Returns of Seller with respect to periods for

which a consolidated, unitary or combined income Tax Return of Seller will include the operations of the Company. Such Tax Returns shall

be prepared in a manner consistent with past practice of the Company, unless otherwise required by applicable Law. Buyer shall provide

any such Tax Return to Seller for its review and comment at least fifteen (15) Business Days prior to filing and shall consider in good

faith such revisions to such Tax Returns as are requested by Seller; provided, however, Buyer shall not take any position on any such

Tax Return that would reasonably be expected to have a material and adverse effect on the Seller without the prior written consent of

Seller (not to be unreasonably withheld, conditioned, or delayed), unless otherwise required by applicable Law. All other Tax Returns

shall be prepared or caused to be prepared and filed or caused to be filed by Buyer.

(d)

Buyer, the Company and Seller shall reasonably cooperate, as and to the extent reasonably requested by the other Party, in connection

with the filing of Tax Returns pursuant to this Section 5.11 and any audit, litigation or other proceeding with respect to Taxes.

Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that

are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis

to provide additional information and explanation of any material provided hereunder. The Company and Seller agree (i) to retain all

books and records with respect to Tax matters pertinent to the Company relating to any Pre-Closing Tax Period until the expiration of

the statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective Pre-Closing Tax

Period, and to abide by all record retention agreements entered into with any Governmental Authority, and (ii) to give the other Party

reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests,

the Company or Seller, as the case may be, shall allow the other Party to take possession of such books and records. Buyer and Seller

further agree, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental

Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not

limited to, with respect to the transactions contemplated hereby).

(e)

All Tax sharing, indemnification, or allocation agreements or similar agreements with respect to or involving the Company (other than

contracts entered into in the ordinary course of business the primary purpose of which does not relate to Taxes) shall be terminated

as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder.

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(f)

Neither the Buyer nor any of its Affiliates (including, following the Closing, the Company) shall make any election under Section 338

of the Internal Revenue Code of 1986, as amended (the “Code”) with respect to the transactions contemplated

by this Agreement. No election under Section 336(e) of the Code or under Treasury Regulations Section 1.1502-76(b)(2)(ii) shall be made.

(g)

For the avoidance of doubt, nothing in this Agreement shall be construed as creating a joint venture or any form of partnership between

or among the Seller, on the one hand, and any of the Company or the Buyer, on the other hand, for any purpose of federal or state law,

including without limitation, federal or state income Tax purposes.

(h)

Notwithstanding anything to the contrary herein (including Section 9.01), the provisions of this Section 5.11 shall survive

Closing shall survive the Closing for a period of sixty (60) days following the expiration of the applicable statute of limitations (taking

into account any extensions or waivers thereof).

Section

5.12 Release. Upon and effective as of the Closing, the Seller, on its own behalf and on behalf of its successors, Affiliates

and assigns (each a “Seller Releasing Party”, collectively, the “Seller Releasing Parties”),

hereby finally, unconditionally, and absolutely, releases, acquits, remises, satisfies and forever discharges the Company and its past,

present and future directors, officers, managers, employees, members, partners, stockholders, agents, attorneys, advisors, representatives,

successors, and assigns (collectively, the “Company Released Parties”), from any and all Losses, Proceedings,

Liabilities, claims, counterclaims, demands, debts, obligations, accounts, Liens, suits, judgments, Contracts, torts, charges, Actions

or causes of action, whether known or unknown, mature or unmatured, absolute or contingent, now existing or hereafter arising or discovered,

asserted or unasserted, accrued or unaccrued, liquidated or unliquidated or due or to become due, at Law, in equity or otherwise, whether

arising by statute or common law, in Contract, in tort or otherwise that the Seller Releasing Party ever had, now has, or may hereafter

have or acquire against the Company Released Parties on or prior to the Closing Date with respect to the Company or the Company Interests

(collectively, “Company Released Claims”). Notwithstanding anything herein to the contrary, Company Released

Claims shall not include any rights or claims under this Agreement and the other Transaction Agreements. From and after the Closing and

notwithstanding any applicable statute of limitations, Seller shall not and shall cause its respective Seller Releasing Parties not to

bring any action, suit or proceeding against any Company Released Parties, whether at law or in equity, with respect to any of the rights

or claims waived and released by such party hereunder.

ARTICLE

CONDITIONS

TO CLOSING

Section

6.01 Conditions to the Obligations of the Buyer and Seller. The obligations of each Party to consummate the Transaction shall

be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:

(a)

The Seller shall have obtained the Requisite Seller Stockholder Approval; and

(b)

No Governmental Authority shall have enacted, issued, promulgated, enforced, or entered any Law or governmental order that is in effect

and that enjoins, restrains, or otherwise prohibits the consummation of the Transaction.

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Section

6.02 Conditions to the Obligations of Buyer. The obligations of the Buyer to consummate the Transaction shall be subject to

the fulfillment, at or prior to the Closing, of each of the following conditions:

(a)

The Seller shall have delivered or caused to be delivered to the Buyer the items set forth in Section 2.02.

(b)

The representations and warranties contained in ARTICLE III shall be true and correct in all respects as of the Closing Date (disregarding

all qualifications or limitations as to “materiality” or “Material Adverse Effect” or words of similar import

set forth therein) with the same effect as though made at and as of such date (except those representations and warranties that address

matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except, in each case,

where the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had a Material

Adverse Effect.

(c)

Since the date of this Agreement, there shall not have occurred and be continuing a Material Adverse Effect.

(d)

The Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by

this Agreement to be performed or complied with by the Seller and the Company prior to or on the Closing Date.

(e)

The Seller shall have delivered to the Buyer a certificate, dated as of the Closing Date and signed by a duly authorized officer (or

other duly authorized representative) of the Seller, that each of the conditions set forth in Section 6.02(b), Section 6.02(c)

and Section 6.02(d) has been satisfied.

Section

6.03 Conditions to the Obligations of the Seller. The obligations of the Seller to consummate the Transaction shall be subject

to the fulfillment, at or prior to the Closing, of each of the following conditions:

(a)

The Buyer shall have delivered to the Seller the items set forth in Section 2.03.

(b)

The representations and warranties contained in ARTICLE IV shall be true and correct in all respects as of the Closing Date (disregarding

all qualifications or limitations as to “materiality” or words of similar import set forth therein) with the same effect

as though made at and as of such date (except those representations and warranties that address matters only as of a specified date,

which shall be true and correct in all respects as of that specified date) except, in each case, where the failure of such representations

and warranties to be true and correct, individually or in the aggregate, has not had a Material Adverse Effect.

(c)

The Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this

Agreement to be performed or complied with by the Buyer prior to or on the Closing Date.

(d)

The satisfaction of all conditions of the closing of the transactions contemplated by the Business Combination Agreement (other than

those conditions which, by their terms, are to be satisfied or waived at the closing, but subject to the satisfaction or waiver of such

conditions); provided that the Seller shall pay the Buyer the Termination Fee pursuant to Section 8.03.

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(e)

The Buyer shall have delivered to the Seller a certificate, dated as of the Closing Date and signed by a duly authorized officer (or

other duly authorized representative) of the Buyer, that each of the conditions set forth in Section 6.03(b) and Section 6.03(c)

has been satisfied.

ARTICLE

VII

ROYALTY

PAYMENTS

Section

7.01 Royalty Obligation.

(a)

The Buyer shall pay to the Seller a royalty equal to [***] percent ([***]%) of Net Sales and Licensing Proceeds generated on MAT2203

during each calendar quarter (each such payment, a “Royalty Payment”) during the period commencing on the Closing

Date and ending on the earlier of (i) the twelfth (12th) anniversary of the First Commercial Sale Date and (ii) the date of

first commercial sale of a Generic Product in the United States (the “Royalty Term”). No Royalty Payment shall

be due or payable with respect to any Net Sales or Licensing Proceeds generated after the expiration of the Royalty Term.

(b)

The Parties agree that following the Closing the Buyer shall (and shall cause the Company to) use commercially reasonable efforts to

pursue FDA approval for MAT2203, develop and commercialize MAT2203, and maximize Net Sales during the Royalty Term. Following the Closing,

the Buyer shall not (and shall cause the Company not to), directly or indirectly, take any action in bad faith intended to reduce, delay,

or avoid Royalty Payments. The Buyer will notify the Seller in writing promptly following the First Commercial Sale Date or any other

monetization event.

(c)

For the avoidance of doubt, any payments made pursuant to this Section 7.01 shall be treated for U.S. federal and applicable state

and local income Tax purposes as an adjustment to the Purchase Price, unless otherwise required by applicable Law.

Section

7.02 Reports and Payments.

(a)

Within thirty (30) days of the end of each calendar quarter during the Royalty Term that generates Net Sales or Licensing Proceeds, the

Buyer shall deliver to the Seller a written notice (the “Royalty Report”) setting forth: (i) the Buyer’s

calculation of Net Sales and Licensing Proceeds for such calendar quarter, (ii) applicable deductions, and (iii) the Buyer’s calculation

of the Royalty Payment due for such calendar quarter, together with supporting evidence in reasonable detail acceptable to the Seller.

Promptly following receipt of the Royalty Report, the Seller shall deliver to the Buyer an invoice for the Royalty Payment due for such

calendar quarter, and the Buyer shall pay such invoice within fifteen (15) Business Days after receipt thereof.

(b)

The Buyer shall deliver the applicable Royalty Payment to the Seller by wire transfer of immediately available funds to an account designated

by the Seller.

(c)

If Net Sales for any calendar quarter are negative, no Royalty Payment shall be due for such quarter, and the amount of such negative

Net Sales (a “Negative Royalty Balance”) shall be carried forward and credited against Net Sales in subsequent

calendar quarters until fully offset. Each Royalty Report shall reflect any Negative Royalty Balance carried forward and its application

in the applicable quarter. For the avoidance of doubt, Seller shall not be required to refund or repay any Royalty Payments previously

made, and upon expiration of the Royalty Term, any remaining Negative Royalty Balance shall automatically expire without payment or further

obligation of either Party.

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(d)

If any Royalty Payment is not received within the time periods specified above, any amount payable shall accrue interest from and including

the date such Royalty Payment was due but excluding the date such Royalty Payment has been made at a rate per annum equal to eight percent

(8%) or the maximum rate permitted by law, whichever is less. Such interest shall be calculated daily on a basis a 365 day year and the

actual number of days elapsed.

(e)

For the avoidance of doubt, any failure or delay by the Buyer in delivering a Royalty Report shall not affect Seller’s right to

receive the applicable Royalty Payment upon achievement of such Royalty.

Section

7.03 Records; Audit Rights. The Buyer shall (and shall cause the Company to) maintain complete and adequate records to calculate

the Royalty Payments. Upon thirty (30) days’ written notice, the Seller may audit the Buyer’s and Company’s records

relating to the Royalty Payments no more than once per calendar year during the Royalty Term and for one (1) year thereafter. Such audit

will be conducted by the Seller or the Seller’s representative during normal business hours and at the Seller’s sole cost

and expense; provided, however, that if any such audit reveals an underpayment of five percent (5%) or more, the Buyer

shall pay the reasonable costs and expenses of such audit.

Section

7.04 Disputes. If the Seller disputes any Royalty Report or the calculation of any Royalty Payment, the Seller shall notify

the Buyer in writing within one hundred eighty (180) days of receiving the applicable Royalty Report, specifying in reasonable detail

the times or amounts in dispute and the basis for such dispute. The Parties shall attempt to resolve any dispute in good faith within

thirty (30) days. If during such period the Parties are unable to reach an agreement on all of the disputed items, then the Buyer and

Seller shall submit their financial calculations of the items in dispute to an independent accounting firm mutually agreed upon by the

Parties (the “Independent Accountant”), which shall act as an expert and not as an arbitrator and whose determination

shall be final and binding upon the Parties. The fees, costs and expenses of the Independent Accountant shall be borne by the Parties

in proportion to the relevant amount each Party’s determination has been modified and shall be calculated by the Independent Accountant

in its determination.

Section

7.05 Restrictions on Transfer. For purposes of this ARTICLE VII, the Buyer covenants and agrees that it shall not,

and shall cause the Company not to, sell, transfer, assign, license, convey or otherwise dispose of (each, a “Transfer”)

the Product, the Compound or Company IP to any Third Party without the prior written consent of the Seller; provided, however,

that the prior written consent of the Seller shall not be required if the applicable transferee agrees in writing to assume all of the

Buyer’s obligations under this Agreement (including the Milestone Payment obligations set forth in Section 1.03 and Royalty

Payment obligations set forth in this ARTICLE VII). Any attempted transfer in violation of this Section 7.05 shall be void.

Section

7.06 Survival. This ARTICLE VII shall survive the Closing until the later of (i) such time as all Royalty Payments

have been made with respect to the Royalty Term and (ii) all disputes have resolved pursuant to Section 7.04.

ARTICLE

VIII

TERMINATION

Section

8.01 Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior

to the Closing:

(a)

by mutual written consent of the Buyer and the Seller;

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(b)

by either the Buyer or the Seller, upon written notice to the other Party, if the Closing shall not have occurred on or before December

31, 2026 (the “Outside Date”); provided, however, that the right to terminate this Agreement

pursuant to this Section 8.01(b) shall not be available to any party whose breach of any representation, warranty, covenant, or

agreement under this Agreement has been the primary cause of, or resulted in, the failure of the Closing to occur on or before the Outside

Date; provided, further, that, in the event that a request for additional information has been made by any Governmental

Authority, then either the Buyer or the Seller shall be entitled to extend the Outside Date for an additional sixty (60) days by written

notice to the other Party;

(c)

by either the Seller or the Buyer, upon written notice to the other party, if any Governmental Authority shall have enacted, issued,

promulgated, enforced, or entered any Law or final, non-appealable governmental order that permanently enjoins, restrains, or otherwise

prohibits the consummation of the transactions contemplated by this Agreement; provided, however, that the right to terminate

this Agreement pursuant to this Section 8.01(c) shall not be available to a Party if the failure by such Party or its Affiliates

to comply with any provision of this Agreement has been a substantial cause of, or substantially resulted in, such action by such Governmental

Authority;

(d)

by the Buyer, upon written notice to the Seller, if (i) there has been a breach by the Seller of any representation, warranty, covenant,

or agreement contained in this Agreement that would result in a failure of any condition set forth in Section 6.02(b) or Section

6.02(d) to be satisfied, and (ii) such breach is not cured within thirty (30) days after written notice thereof from the Buyer to

the Seller (or is incapable of being cured); provided, however, that the Buyer shall not have the right to terminate this

Agreement pursuant to this Section 8.01(d) if the Buyer is then in material breach of any of its representations, warranties,

covenants, or agreements contained in this Agreement;

(e)

by the Seller, upon written notice to the Buyer, if (i) there has been a breach by the Buyer of any representation, warranty, covenant,

or agreement contained in this Agreement that would result in a failure of any condition set forth in Section 6.03(b) or Section

6.03(c) to be satisfied, and (ii) such breach is not cured within thirty (30) days after written notice thereof from the Seller to

the Buyer (or is incapable of being cured); provided, however, that the Seller shall not have the right to terminate this

Agreement pursuant to this Section 8.01(e) if the Seller is then in material breach of any of its representations, warranties,

covenants, or agreements contained in this Agreement.

(f)

by either the Buyer or the Seller, upon written notice to the other Party, if (i) the Special Stockholder Meeting (including any adjournments

and postponements thereof) shall have been held and completed and the Seller’s stockholders shall have taken a final vote on the

Stockholder Approval Matters and (ii) the Requisite Seller Stockholder Approval shall not have been obtained; provided, however,

that the right to terminate this Agreement under this Section 8.01(f) shall not be available to the Seller where the failure to

obtain the Requisite Seller Stockholder Approval shall have been caused by the action or failure to act of the Seller and such action

or failure to act constitutes a material breach by the Seller of this Agreement;

(g)

by the Buyer, upon written notice to the Seller (at any time prior to the Requisite Seller Stockholder Approval being obtained) if a

Seller Triggering Event shall have occurred; or

(h)

by the Seller, upon written notice to the Buyer (at any time prior to the Requisite Seller Stockholder Approval), if (i) the Seller has

received a Superior Offer, (ii) the Seller has complied with its obligations under Section 5.02 in order to accept such Superior

Offer, (iii) the Seller concurrently terminates this Agreement and enters into a Permitted Alternative Agreement with respect to such

Superior Offer and (iv) within two (2) Business Days of such termination, the Seller pays to the Buyer the Termination Fee.

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The

Party desiring to terminate this Agreement pursuant to this Section 8.01 (other than pursuant to Section 8.01(a)) shall

give a notice of such termination to the other Party specifying the provision hereof pursuant to which such termination is made and the

basis therefor described in reasonable detail.

Section

8.02 Effect of Termination. This Agreement may only be terminated in the circumstances described in Section 8.01 and

pursuant to a written notice delivered by the applicable Party to the other applicable Parties, which sets forth the basis for such termination,

including the provision of Section 8.01 under which such termination is made. In the event of the valid termination of this Agreement

pursuant to Section 8.01, this Agreement shall forthwith become void, and there shall be no Liability on the part of any Party

or any of their respective Representatives, and all rights and obligations of each Party shall cease, except: (i) Section 5.05,

Section 5.07, Section 8.02, Section 8.03, ARTICLE X and ARTICLE XI (to the extent such definitions

are included within the foregoing sections) shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any

Party from Liability for any willful breach of any representation, warranty, covenant or obligation under this Agreement or claim for

Fraud against such Party, in either case, prior to termination of this Agreement. Without limiting the foregoing, and except as provided

in Section 10.01 and this Section 8.02 (but subject to the right to seek injunctions, specific performance or other equitable

relief in accordance with Section 10.13), the Parties’ sole right prior to the Closing with respect to any breach of any

representation, warranty, covenant or other agreement contained in this Agreement by another Party or with respect to the transactions

contemplated by this Agreement shall be the right, if applicable, to terminate this Agreement pursuant to Section 8.01.

Section

8.03 Termination Fee.

(a)

If:

(i)

(A) this Agreement is terminated by the Buyer pursuant to Section 8.01(g) and (B) an Acquisition Proposal with respect to the

Company shall have been publicly announced, disclosed or otherwise communicated to the Seller or the Seller Board at any time after the

date of this Agreement but prior to the termination of this Agreement (which shall not have been withdrawn);

(ii)

this Agreement is terminated by Seller pursuant to Section 8.01(h); or

(iii)

if this Agreement is terminated by Seller as a result of the conditions set forth in Section 6.03(d) not being satisfied,

(b)

then, in the case of a termination pursuant to Section 8.03(a)(i), Section 8.03(a)(ii) or Section 8.03(a)(iii) the Seller

shall pay the Buyer an amount equal to Four Hundred Thousand Dollars ($400,000) (the “Termination Fee”). In

the case of a termination under Section 8.03(a)(ii), the Termination Fee shall be payable upon execution of any Permitted Alternative

Agreement (with a credit for any fee paid if a fee is also payable upon the consummation of a Subsequent Transaction).

(c)

Any Termination Fee due under this Section 8.03 shall be paid by wire transfer of same day funds. Subject to Section 8.02,

payment by the Seller of the Termination Fee shall, in the circumstances in which such amounts are owed in accordance with this Agreement,

constitute the sole and exclusive remedy of the Buyer for the termination scenario described in Section 8.03(a); provided,

however, that nothing in this Agreement shall limit or waive any claims or remedies of the Buyer against the Seller arising out

of or resulting from the Seller’s Fraud. In no event shall the Seller be required to pay the amounts payable pursuant to Section

8.03 on more than one occasion, and the Buyer shall not seek any additional expense reimbursement, damages or equitable relief for

the same breach or termination scenario for which the Termination Fee is paid. Following payment of the Termination Fee, (x) the Seller

shall have no further liability to the Buyer in connection with or arising out of this Agreement or the termination thereof, the breach

giving rise to such termination, or the failure of the Transaction to be consummated, (y) the Buyer (on behalf of itself and its Affiliates)

waives and releases any other claims and remedies against the Seller and its Affiliates for such matters, whether at law or in equity

and (z) the Buyer and its Affiliates shall be precluded from any other remedy against the Seller and its Affiliates, at law or in equity

or otherwise, in connection with or arising out of this Agreement or the termination thereof, any breach by such Party giving rise to

such termination or the failure of the Transactions to be consummated.

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(d)

Each of the Parties acknowledges that (i) the agreements contained in this Section 8.03 are an integral part of the Transaction,

(ii) without these agreements, the Parties would not enter into this Agreement and (iii) any amount payable pursuant to this Section

8.03 is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate the applicable Party in the circumstances

in which such amount is payable.

ARTICLE

SURVIVAL

Section

9.01 Survival. The representations and warranties of the Parties contained in this Agreement shall survive the Closing for

a period of twelve (12) months following the date thereof; provided, however, that (a) the Fundamental Seller Representations

and Warranties shall survive the Closing until sixty (60) days following the expiration of the applicable statute of limitations (taking

into account any extensions or waivers thereof), and (b) the representations and warranties of Seller contained in Sections 3.10

(Taxes) shall survive the Closing until sixty (60) days following the expiration of the applicable statute of limitations (taking into

account any extensions or waivers thereof). All covenants and agreements contained in this Agreement shall survive the Closing for the

period expressly specified therein. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to

the extent known at such time) and in writing by notice from the non-breaching Party to the breaching Party in accordance with the terms

of this Agreement prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of

the relevant representation, warranty, covenant or agreement and such claims shall survive until finally resolved.

Section

9.02 Indemnification.

(a)

Seller shall indemnify the Buyer Indemnified Parties against, and agrees to defend and hold each of them harmless from, any and all Damages

incurred or suffered by such Buyer Indemnified Party arising out of or related to:

(i)

the breach or inaccuracy of any representation or warranty made by Seller in this Agreement, the other Transaction Agreements or in any

certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; provided, however, for purposes

of this Section 9.02(a)(i) when determining (A) whether there has been a breach of, or whether there is any inaccuracy in, any

such representation or warranty and (B) the amount of any Losses incurred or suffered in connection with such breach or inaccuracy, the

Parties agree that (I) all references to “material,” “materially” or “materiality” will be disregarded

and (II) that the representations and warranties are made for purposes of this Section 9.02(a)(i) as if those disregarded words

were not included; and

(ii)

the breach or violation of, or default under, any covenant, agreement or undertaking of Seller contained in this Agreement, the other

Transaction Agreements or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement.

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(b)

Buyer shall indemnify the Seller Indemnified Parties against, and agrees to defend and hold each of them harmless from, any and all Damages

incurred or suffered by such Seller Indemnified Party arising out of or related to:

(i)

the breach or inaccuracy of any representation or warranty made by Buyer in this Agreement, the other Transaction Agreements or in any

certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement; provided, however, for purposes

of this Section 9.02(b)(i) when determining (A) whether there has been a breach of, or whether there is any inaccuracy in, any

such representation or warranty and (B) the amount of any Losses incurred or suffered in connection with such breach or inaccuracy, the

Parties agree that (I) all references to “material,” “materially” or “materiality” will be disregarded

and (II) that the representations and warranties are made for purposes of this Section 9.02(b)(i) as if those disregarded words

were not included; and

(ii)

the breach or violation of, or default under, any covenant, agreement or undertaking of Buyer contained in this Agreement, the other

Transaction Agreements or any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement.

Section

9.03 Certain Limitations. The indemnification provided for in this ARTICLE IX shall be subject to the following limitations:

(a)

The Seller shall not be liable for Damages pursuant to Section 9.02(a)(i) unless and until the aggregate amount of all such Damages

exceeds Two Hundred Thousand Dollars ($200,000.00) (the “Deductible”), in which case Seller shall be liable

for the amount of such Damages in excess of the Deductible, subject to any other applicable limitations set forth herein. For the avoidance

of doubt, the limitations set forth in this Section 9.03(a) apply only to Damages for which the Seller would otherwise be liable

pursuant to Section 9.02(a)(i) in respect of breaches of representations and warranties other than the Fundamental Seller Representations

and Warranties, and shall not apply to any Damages arising out of or relating to any breach of the Fundamental Seller Representations

and Warranties.

(b)

Notwithstanding the foregoing, the Seller shall not be liable for Damages in respect of breaches of the Fundamental Seller Representations

and Warranties pursuant to Section 9.02(a)(i) unless and until the aggregate amount of all such Damages exceeds One Hundred Thousand

Dollars ($100,000.00), in which case Seller shall be liable for the full amount of all Damages, subject to any other applicable limitations

set forth herein.

(c)

With respect to indemnification by Seller for any breach of representation and warranty pursuant to Section 9.02(a)(i), other

than for any breach of a Fundamental Seller Representations and Warranties, Seller’s maximum liability for Damages with respect

to all such breaches shall not exceed Two Million Dollars ($2,000,000.00) (the “Cap”) in the aggregate.

(d)

With respect to indemnification by Buyer for any breach of warranty pursuant to Section 9.02(b)(i), Buyer’s maximum liability

for Damages with respect to all such breaches shall not exceed the Cap in the aggregate.

(e)

The aggregate amount of all Damages for which Seller shall be liable pursuant to ARTICLE IX, excluding Fraud, shall in no event

exceed the aggregate amounts paid pursuant to this Agreement.

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(f)

Each Party will use reasonable best efforts to take all reasonable steps consistent with its duty under applicable law to mitigate all

Damages after becoming aware of any event which would be expected to give rise to any Damages that are indemnifiable or recoverable under

this Agreement or in connection with this Agreement.

(g)

If any Indemnified Party receives insurance proceeds or indemnity, contribution or similar payments after the settlement of any indemnification

claim under this ARTICLE IX such Indemnified Party shall refund to the Indemnifying Party the amount of such insurance proceeds

or indemnity, contribution or similar payments actually received (net of all out-of-pocket costs and expenses relating to collection

of such amounts from such insurers, or against any third party with respect to such Damages, and net of any premium increases), up to

the amount received in connection with such indemnification claim.

Section

9.04 Procedures. A party making a claim for indemnification under Section 9.02 shall be, for the purposes of this Agreement

referred to as an “Indemnified Party” and a party against whom such claims are asserted under Section 9.02

shall be, for the purposes of this Agreement, referred to as an “Indemnifying Party”. All claims by any Indemnified

Party under Section 9.02 shall be asserted and resolved as follows:

(a)

In the event that (i) a Proceeding is asserted or instituted by any Person other than the Parties or their Affiliates which could give

rise to Damages for which an Indemnifying Party could be liable to an Indemnified Party under this Agreement (such Proceeding, a “Third

Party Claim”) or (ii) any Indemnified Party under this Agreement shall have a claim to be indemnified by any Indemnifying

Party under this Agreement which does not involve a Third Party Claim (such claim, a “Direct Claim” and, together

with Third Party Claims, “Indemnification Claims”), the Indemnified Party shall, promptly after it becomes

aware of a Third Party Claim (and in any event, within ten (10) Business Days), or facts supporting a Direct Claim, send to the Indemnifying

Party a written notice specifying the nature of such Proceeding, and the amount or estimated amount thereof (which amount or estimated

amount shall not be conclusive of the final amount, if any, of such Proceeding) and the section of this Agreement such Third Party Claim

or Direct Claim is being made under (a “Claim Notice”), together with copies of all notices and documents (including

court papers) served on or received by the Indemnified Party in the case of a Third Party Claim, provided that a delay in notifying

the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under Section 9.02 except to the extent that

(and only to the extent that) the Indemnifying Party shall have been prejudiced by such failure to give such notice, in which case the

Indemnifying Party shall be relieved of its obligations under Section 9.02 to the extent of such prejudice.

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(b)

In the event of a Third Party Claim, if the Indemnifying Party admits in writing its responsibility to indemnify the Indemnified Party

pursuant to this Section 9.04 (subject to the limitations set forth in Section 9.03), then the Indemnifying Party shall

have the right to control the defense of such Third Party Claim and be entitled to appoint counsel of the Indemnifying Party’s

choice at the expense of the Indemnifying Party to represent the Indemnified Party in connection with such Proceeding (in which case

the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified

Party or any other costs or expenses with respect to the defense of a Third Party Claim except as set forth below); provided that

such counsel is reasonably acceptable to the Indemnified Party. Notwithstanding an Indemnifying Party’s election to defend such

Third Party Claim and appoint counsel to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party

shall have the right to engage separate counsel, but the Indemnifying Party shall bear the reasonable fees, costs and expenses of such

separate counsel only if (i) the use of counsel selected by the Indemnifying Party to represent the Indemnified Party would present such

counsel with a conflict of interest or (ii) the Indemnifying Party shall not have engaged counsel to represent the Indemnified Party

within a reasonable time (but not more than sixty (60) days) after notice of the institution of such Third Party Claim; provided that,

notwithstanding such failure to engage counsel within reasonable time, the Indemnifying Party shall have the right to assume the defense

of such Third Party Claim by appointment of counsel reasonably acceptable to the Indemnified Party and shall thereafter cease to be responsible

for the fees and expenses of separate counsel appointed by the Indemnified Party. Nothing in this Section 9.03 shall require the

Indemnifying Party to be responsible for the fees and expenses of more than one counsel at any time in connection with the defense against

a Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and

its counsel in defending and contesting any Proceeding which the Indemnifying Party defends, or, if appropriate and related to the Proceeding

in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person.

No Third Party Claim may be settled or compromised (i) by the Indemnified Party without the prior written consent of the Indemnifying

Party (which consent shall not be unreasonably withheld or delayed) or (ii) by the Indemnifying Party without the prior written consent

of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), unless, in the case of this clause

(ii), the sole relief provided is monetary damages that are paid in full by the Indemnifying Party (if such claim by the Indemnified

Party for indemnification is successful) and no admission of responsibility by the Indemnified Party is required. The Indemnified Party

shall not, without the written consent of the Indemnifying Party (which written consent shall not be unreasonably withheld), settle or

compromise or consent to the entry of any judgment with respect to any Third Party Claim; provided, however, that no such

consent shall be required if, following a written request from the Indemnified Party, the Indemnifying Party shall fail, within fourteen

(14) Business Days after the making of such request, to acknowledge and agree in writing that, if a Proceeding shall be adversely determined,

such Indemnifying Party has an obligation to provide indemnification hereunder to such Indemnified Party. Notwithstanding the foregoing,

the Indemnified Party shall have the right to settle, compromise or consent to the entry of any judgment with respect to any Third Party

Claim without such consent, provided that in such event the Indemnified Party shall waive any right to indemnification under this Section

9.03 with respect to such Third Party Claim unless such consent is unreasonably withheld.

(c)

In the event of Direct Claim, the Indemnifying Party shall notify the Indemnified Party within thirty (30) days of receipt of a Claim

Notice whether or not the Indemnifying Party disputes such Indemnification Claim. From and after the delivery of a Claim Notice under

this Agreement, at the reasonable request of the Indemnifying Party, each Indemnified Party shall grant the Indemnifying Party and its

representatives reasonable access to the books, records, employees, representatives and properties of such Indemnified Party, and in

the case of a claim relating to environmental matters, copies of sampling data, environmental reports, proposals and any other correspondence

in the possession of the Indemnified Party to the extent reasonably related to the matters to which the Claim Notice relates. All such

access shall be granted during normal business hours and shall be granted under conditions which will not unreasonably interfere with

the business and operations of such Indemnified Party. The Indemnifying Party will not, and shall use its reasonable best efforts to

cause its representatives not to, use (except in connection with such Claim Notice) or disclose to any third person other than the Indemnifying

Party’s representatives (except as may be required by applicable Law) any information obtained pursuant to this Section 9.03(c)

which is designated as confidential by the Indemnified Party.

(d)

Once Damages are agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article 9, the Indemnifying

Party shall satisfy its obligations within fifteen (15) Business Days of such final, non-appealable adjudication (a) by wire transfer

of immediately available funds by Seller to Buyer where Buyer or its Affiliates are the Indemnified Party, (b) set off any amounts owed

against Royalty Payments where Buyer or its Affiliates are the Indemnified Party, or (c) by wire transfer of immediately available funds

by Buyer to Seller where Seller or its Affiliate is the Indemnified Party. Any payments made to an Indemnified Party pursuant to this

Article 9 shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by

Law. The Parties hereto agree that should and Indemnifying Party not make full payment of any such obligations within such fifteen (15)

Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final,

non-appealable adjudication to but excluding the date such payment has been made at a rate per annum equal to eight percent (8%) or the

maximum rate permitted by law, whichever is less. Such interest shall be calculated daily on a basis a 365 day year and the actual number

of days elapsed.

-29-

Section

9.05 Assignment of Claims. If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Damages

pursuant to Section 9.02 and the Indemnified Party could have recovered all or a part of such Damages from a third party (a “Potential

Contributor”) based on the underlying claim asserted against the Indemnified Party, the Indemnified Party shall assign

such of its rights to proceed against the Potential Contributor as are necessary to permit the Indemnifying Party to seek to recover

from the Potential Contributor the amount of such payment.

ARTICLE

GENERAL PROVISIONS

Section

10.01 Expenses. Each party hereto will bear its or his respective fees and expenses incurred in connection with the preparation,

negotiation, execution, and performance of this Agreement and the Transactions, including all fees and expenses of its or his professional

advisors; provided, however, (i) the Buyer and the Seller shall each pay one-half of all transfer, documentary, sales,

use, stamp, registration and other such Taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties

and interest) incurred in connection with the consummation of the Transactions contemplated by this Agreement when due, and (ii) Buyer

shall file or cause to be filed all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges, and,

if required by applicable Law, the parties will, and will cause their Affiliates to, join in the execution of any such Tax Returns and

other documentation. The expenses associated with the filing of any such Tax Returns or other documentation shall be borne equally by

Buyer and Seller. Notwithstanding the foregoing, whether or not the Transaction is consummated, the Seller shall pay (i) all expenses

relating to all SEC and other regulatory filing fees incurred in connection with the Transaction; and (ii) all expenses incurred in connection

with the printing, mailing and soliciting of proxies with respect to Proxy Statement (including the cost of all copies thereof and any

amendments thereof or supplements thereto).

Section

10.02 Notices. All notices, consents, waivers, and other communications under this Agreement must be in writing and shall

be deemed given or made when delivered by hand against receipt, sent by e-mail, or by overnight courier, in each case, to such Party

at the respective address set forth below or such other address as any Party hereto may at any time direct by notice given to the other

Party in accordance with this Section 10.02. The date of giving or making of any such notice shall be (a) if sent by hand or overnight

courier, the earlier of the date of actual receipt, or five (5) Business Days after such notice is sent, and (b) if sent by e-mail, upon

the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function,

as available, return e-mail or other written acknowledgment). Each Party’s address for notice is as follows:

to the Seller or, prior to the Closing, the Company, to:

Matinas

BioPharma Holdings, Inc.

1545

Route 206 South

Bedminster,

New Jersey 07921

Attention:

Jerome Jabbour

Email:

[*]

-30-

With

a copy (which shall not constitute notice) to:

Lowenstein

Sandler LLP

1251

Avenue of the Americas

New

York, NY 10020

Attention:

Michael Lerner; Annie Nazarian Davydov

Email:

mlerner@lowenstein.com; adavydov@lowenstein.com

to the Buyer or, following the Closing, the Company, to:

Azurity

Pharmaceuticals, Inc.

841

Woburn Street,

Wilmington,

Massachusetts 01887

Attention:

Naudé de Klerk; Hanok George

Email:

[*]; [*]

With

a copy (which shall not constitute notice) to:

Eversheds

Sutherland (US) LLP

600

Peachtree Street, NE

Atlanta,

Georgia 30308

Attention:

Michael Voynich

Email:

michaelvoynich@eversheds-sutherland.us

Section

10.03 Waiver. The rights and remedies of the Parties to this Agreement are cumulative and not alternative and shall be in

addition to every other remedy given hereunder, under any of the agreements referred to herein or now or hereafter existing at law or

in equity or by statute or otherwise. Neither the failure nor any delay by any Party in exercising any right, power, or privilege under

this Agreement or any of the Contracts and documents referred to in this Agreement will operate as a waiver of such right, power, or

privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such

right, power, or privilege or the exercise of any other right, power, or privilege.

Section

10.04 Entire Agreement; Modification. This Agreement supersedes all prior oral or written Contracts between the Parties with

respect to its subject matter and constitutes (along with the Contracts and documents referred to in this Agreement) a complete and exclusive

statement of the terms of the agreement between the Parties with respect to its subject matter. This Agreement may not be amended except

by a written Contract executed by each Party.

Section

10.05 Successors and Assigns; Third Parties. All covenants and agreements set forth in this Agreement and made by or on behalf

of any of the parties hereto shall bind and inure to the benefit of the successors, heirs and permitted assigns of such party, whether

or not so expressed. No Party may assign or transfer this Agreement or any right, interest or obligation hereunder, directly or indirectly

(by operation of Law or otherwise), without written approval of the Parties hereto. Any attempted assignment in violation of this Section

10.05 shall be void. Except for the rights of the Indemnified Persons set forth in Section 5.10, which the Parties acknowledge

and agree are express third party beneficiaries of this Agreement, nothing expressed or referred to in this Agreement or in any instrument

or document executed by any party in connection with the transactions contemplated hereby is intended or shall be construed to confer

upon or give any person or entity other than the Parties to this Agreement and their successors or permitted assigns any legal or equitable

right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement.

-31-

Section

10.06 Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction,

the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable

only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

Section

10.07 Section Headings; Construction. The headings of Sections in this Agreement are provided for convenience only and will

not affect its construction or interpretation. All references herein to sections, paragraphs and exhibits shall, unless otherwise expressly

stated, mean sections and paragraphs in, and exhibits attached to, this Agreement. Unless the context of this Agreement otherwise clearly

requires, (a) references to the plural include the singular, and references to the singular include the plural, (b) references to one

gender include the other gender, (c) the words “include,” “includes” and “including” do not limit

the preceding terms or words and shall be deemed to be followed by the words “without limitation”, (d) the word “or”

is not exclusive and shall be deemed to have the meaning “and/or”, (e) the terms “hereof”, “herein”,

“hereunder”, “hereto” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular

provision of this Agreement, (f) the terms “day” and “days” mean and refer to calendar day(s), (g) the terms

“year” and “years” mean and refer to calendar year(s), (h) if any date on which action is required or any deadline

or other date specified in this Agreement falls on a day that is not a Business Day, then such date shall be deemed to be extended to

the following Business Day; (i) references to any Person include the successors and permitted assigns of such Person, and (j) references

to “dollars” shall be to U.S. Dollars. All payments to be made pursuant to this Agreement shall be made in U.S. Dollars.

Section

10.08 Governing Law; Venue. This Agreement and the legal relationships

between the parties hereto shall be governed by, and construed in accordance with, the Law of the State of Delaware without regard to

any conflicts of law principles that would require the application of any other Law. Each party agrees to personal jurisdiction in any

action brought in any court, Federal or State, within the State of Delaware having subject matter jurisdiction over the matters arising

under this Agreement. Any suit, action or Proceeding arising out of or relating to this Agreement shall only be instituted in the State

of New York. Each party waives any objection which it may have now or hereafter to the laying of the venue of such action or Proceeding

and irrevocably submits to the jurisdiction of any such court in any such suit, action or Proceeding.

Section

10.10 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION

RELATED TO OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section

10.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original

copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. Delivery of any

executed counterpart of a signature page of this Agreement by facsimile, electronic signature or PDF copy shall be effective as delivery

of a manually executed counterpart of this Agreement.

Section

10.12 No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties

to express their mutual intent, and no rule of strict construction will be applied against any party.

Section

10.13 Specific Performance. The parties recognize and agree that if for any reason any of the provisions of this Agreement

are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or injury could be

caused for which monetary damages may not be an adequate remedy. Accordingly, the parties hereto acknowledge and hereby agree that in

the event of any breach or threatened breach by the Seller, on the one hand, or the Buyer, on the other hand, of any of their respective

covenants or obligations set forth in this Agreement, the Seller, on the one hand, and the Buyer, on the other hand, shall be entitled

to seek an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement and to seek to specifically

enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the

covenants and obligations of the other (as applicable) under this Agreement. The costs and expenses of a party that is successful on

the merits in any Proceeding brought to compel the specific performance of this Agreement or the provisions thereof shall be paid by

the other party.

-32-

ARTICLE

DEFINITIONS

For

the purposes of this Agreement, the following terms have the meanings set forth below:

“Accounts

Receivable” has the meaning set forth in Section 3.16.

“Acquisition

Inquiry” means, with respect to a Party, an inquiry, indication of interest or request for information (other than an inquiry,

indication of interest or request for information made or submitted by the Seller, on the one hand, or the Buyer, on the other hand,

to the other Party) that would reasonably be expected to lead to an Acquisition Proposal.

“Acquisition

Proposal” means, with respect to a Party, any offer or proposal, whether written or oral (other than an offer or proposal

made or submitted by or on behalf of the Seller or any of its Affiliates, on the one hand, or by or on behalf of the Buyer or any of

its Affiliates, on the other hand, to the other Party) contemplating or otherwise relating to any Acquisition Transaction with such Party.

“Acquisition

Transaction” means any transaction or series of related transactions involving:

(a)

any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, reorganization,

recapitalization, tender offer, exchange offer or other similar transaction: (i) in which a Party is a constituent entity; (ii) in which

a Person or “group” (as defined in the Exchange Act and the rules promulgated thereunder) of Persons directly or indirectly

acquires beneficial or record ownership of securities representing more than twenty percent (20%) of the outstanding securities of any

class of voting securities of a Party or any of its Subsidiaries; or (iii) in which a Party or any of its Subsidiaries issues securities

representing more than twenty percent (20%) of the outstanding securities of any class of voting securities of such Party or any of its

Subsidiaries; or

(b)

any sale, lease, exchange, transfer, license, acquisition or disposition of any business or businesses or assets that constitute or account

for twenty percent (20%) or more of the consolidated book value or the fair market value of the assets of a Party and its Subsidiaries,

taken as a whole.

“Action”

means any action, arbitration, audit, demand, examination, hearing, claim, complaint, charge, investigation, litigation, proceeding or

suit at Law or in equity (whether civil, criminal, administrative, judicial or investigative, whether public or private) commenced, brought,

conducted or heard by or before, or otherwise involving, any Governmental Authority or arbitrator.

“Activity

Milestone” has the meaning set forth in Section 1.03(a)(i).

“Activity

Milestone Payment” has the meaning set forth in Section 1.03(a)(i).

“Affiliate”

means of any particular Person, any other Person controlling, controlled by or under common control with such particular Person, where

“control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether

through the ownership of voting securities, Contract or otherwise.

-33-

“Business”

means all activities conducted by or on behalf of the Company relating to the research, development, manufacture, regulatory approval

and commercialization of the LNC Platform, the Compound and the Product.

“Business

Combination Agreement” means that certain Business Combination Agreement, dated as of July 10, 2026, by and among

Seller, GH Power Inc., a corporation organized under the laws of Ontario, 1001550000 Ontario Inc., a corporation organized under the

laws of Ontario, 1001550002 Ontario Inc., a corporation organized under the laws of Ontario, and MBH Merger Sub, Inc., a Delaware

corporation.

“Business

Day” means any day other than a Saturday, a Sunday or a day on which banks are required or permitted to be closed in the

State of New York.

“Buyer

Indemnified Parties” means Buyer, its successors and permitted assigns, Affiliates, directors, officers, employees, shareholders,

controlling Persons and agents.

“Cap”

has the meaning set forth in Section 9.02(a).

“Cash

Purchase Price” has the meaning set forth in Section 1.01.

“Claim

Notice” has the meaning set forth in Section 9.03(a).

“Closing”

has the meaning set forth in Section 2.01.

“Closing

Date” has the meaning set forth in Section 2.01.

“Closing

Filing” has the meaning set forth in Section 5.05(b).

“Closing

Press Release” has the meaning set forth in Section 5.05(b).

“Code”

has the meaning set forth in Section 5.11(f).

“Company

Interests” has the meaning set forth in the recitals.

“Company

IP” means all Intellectual Property that is owned by or exclusively licensed to the Company (including pursuant to the

Rutgers License Agreement) and that is necessary or useful for the research, development, manufacture, regulatory approval, use, importation,

offer for sale, sale or commercialization of the LNC Platform, the Compound or any Product, including without limitation: (i) all regulatory

filings (including INDs and NDAs); (ii) Licensed Patents, (iii) all clinical, non-clinical, manufacturing, analytical and stability data;

and (iv) all trade secrets and proprietary technical information relating thereto.

“Company

Released Claims” has the meaning set forth in Section 5.12.

“Company

Released Parties” has the meaning set forth in Section 5.12.

“Compound”

means the oral lipid nanocrystal formulation of [***] developed by the Company and known as MAT2203, including any salts, esters,

prodrugs, metabolites, polymorphs, isomers, analogs, enantiomers, and combinations thereof.

-34-

“Confidential

Information” means all confidential or proprietary documents and information concerning a Party or any of its Affiliates;

provided, however, that Confidential Information shall not include any information which, (i) at the time of disclosure

by the receiving Party or any of its Representatives, is generally available publicly and was not disclosed in breach of this Agreement

or (ii) at the time of disclosure by the disclosing Party or its Representatives to the receiving Party or any of its Representatives,

was previously known by such receiving Party without violation of Law or any confidentiality obligation by the Person receiving such

Confidential Information.

“Contracts”

means all legally binding written contracts, agreements, leases, licenses, notes, instruments, arrangements, understandings, and commitments.

“D&O

Tail Policy” has the meaning set forth in Section 5.10(a).

“Damages”

means any damage, loss, penalty, Liability, deficiency, claim, judgment, interest, award, fine, cost and expense, including (a) reasonable

expenses of investigation and reasonable attorneys’ fees and expenses in connection with any claim, (b) the cost of enforcing any

right to indemnification under this Agreement or (c) the cost of pursuing any insurance providers in connection with any claim; provided,

however, that in no event shall Damages include punitive, special and exemplary damages, except to the extent that any such damages

are paid or payable to a Third Party.

“DGCL”

means the General Corporation Law of the State of Delaware.

“Direct

Claim” has the meaning set forth in Section 9.03(a).

“Disclosure

Schedules” has the meaning set forth in Article III.

“Equity

Interest” means, with respect to any Person, (i) any capital stock, share, partnership or membership interest, unit of

participation, stock appreciation right or other similar interest or security (however designated) of such Person, and (ii) any option,

warrant, call, put, subscription agreement or rights, conversion rights, exchange rights, convertible securities, exchangeable securities,

securities exchangeable for or other purchase right that would entitle any Person to acquire any such interest or security in such Person,

or otherwise entitle any other Person to share in the equity or profit of such Person (including any phantom stock, restricted stock

unit, profits interest or similar right).

“Exchange

Act” means the U.S. Securities Exchange Act of 1934, as amended.

“FDA”

means the U.S. Food and Drug Administration.

“Financial

Statements” has the meaning set forth in Section 3.04(a)(ii).

“First

Commercial Milestone” has the meaning set forth in Section 1.03(a)(ii).

“First

Commercial Milestone Payment” has the meaning set forth in Section 1.03(a)(ii).

“First

Commercial Sale” means the first commercial sale of the Product that occurs after the Closing.

“Fraud”

means common law fraud, as defined under and construed in accordance with the Laws of the State of Delaware, in the making of the representations

and warranties contained in this Agreement.

-35-

“Fundamental

Seller Representations and Warranties” means those representations and warranties of Seller set forth in Section 3.01,

Section 3.02, Section 3.03, Section 3.13 and Section 3.18.

“GAAP”

means generally accepted accounting principles in the United States, as in effect from time to time.

“Generic

Product” means, with respect to the Product, any pharmaceutical product that: (a) is sold by a Third Party (other than

a Licensee) in the United States; (b) contains the same Compound as the Product in the same dosage form and dose strength as the Product

and is an A/B rated therapeutic equivalent of the Product and (c) has been approved for marketing by the FDA in reliance on the Regulatory

Approval for the Product, including any such approval for marketing pursuant to 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j).

“Governmental

Authority” means any: (a) nation, state, county, city, town, village, district, or other jurisdiction of any nature; (b)

federal, state, local, municipal, foreign, supranational or other government; (c) governmental or quasi-governmental authority of any

nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal); multi-national organization

or body; or (d) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or

taxing authority or power of any nature, including any arbitral body, arbitrator or alternative dispute resolution Person.

“Hazardous

Materials” has the meaning set forth in Section 3.11(a).

“Hazardous

Materials Activities” has the meaning set forth in Section 3.11(b).

“Indebtedness”

means any obligation or other Liability under or for any of the following (excluding any trade payable incurred in the ordinary course

of business of the Company): (a) indebtedness for borrowed money (including if guaranteed or for which a Person is otherwise liable or

responsible, including an obligation to assume indebtedness); (b) obligations evidenced by a note, bond, debenture or similar instrument

(including a standby letter of credit); (c) surety bond; (d) swap or hedging Contract, (e) capital lease; (f) banker acceptance; (g)

purchase money mortgage, indenture, deed of trust or other purchase money lien or conditional sale or other title retention agreement,

(h) indebtedness secured by any mortgage, indenture or deed of trust upon any asset; (i) any Pre-Closing Income Tax; and (j) any interest,

fee or other expense on any of the foregoing.

“Indemnification

Claims” has the meaning set forth in Section 9.03(a).

“Indemnified

Party” has the meaning set forth in Section 9.03.

“Indemnified

Person” has the meaning set forth in Section 5.10(b).

“Indemnifying

Party” has the meaning set forth in Section 9.03.

“Independent

Accountant” has the meaning set forth in Section 7.04.

“Intellectual

Property” means any and all of the following in any jurisdiction throughout the world: (i) patents, industrial designs,

and utility models and applications for any of the foregoing, including all provisionals, divisionals, continuations, continuations-in-part,

requests for continuing examination, reissues, reexaminations, renewals and extensions of any of the foregoing and all rights to claim

priority of any of the foregoing (ii) works of authorship (whether or not published) copyrighted works and all applications, registrations,

and renewals in connection therewith; (iii) inventions (whether or not patentable), industrial designs, utility models, certificates

of invention and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part,

revisions, extensions, and reexaminations thereof; (iv) trade names, trademarks, service marks, and trade dress, including all goodwill

associated therewith, and all applications, registrations, and renewals in connection therewith; (v) trade secrets and other confidential

or non-public information of the Company or trade secrets or other confidential or non-public information provided by any third party

to the Company; (vi) Internet domain names; (vii) all similar, corresponding, or equivalent rights to any of the foregoing.

-36-

“Interim

Period” has the meaning set forth in Section 5.01.

“Knowledge”

means with respect to the Seller, the knowledge of Jerome D. Jabbour, JD and the knowledge that such persons would reasonably be expected

to have in the performance of their duties or after reasonable due inquiry.

“Law”

means any federal, state, local foreign, or supranational law (statutory, common or otherwise), constitution, treaty, convention, ordinance,

code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied

by a Governmental Authority, as amended.

“Liability”

means any debt, liability or obligation of any nature or kind whatsoever (whether direct or indirect, absolute or contingent, accrued

or unaccrued, liquidated or unliquidated, known or unknown, asserted or unasserted, determined, determinable or otherwise, directly incurred

or consequential, due or to become due, and whether or not required to be accrued on financial statements prepared in accordance with

GAAP).

“Licensed

Patents” means all patents licensed to the Company pursuant to the Rutgers License Agreement.

“Licensee”

means any Third Party that is granted a license or sublicense to develop or commercialize any Product, whether such licensee or sublicense

is granted by Company or any of its Affiliates or any licensee or sublicensee of any of their rights, through multiple tiers.

“Licensing

Proceeds” means any consideration (including up-front payments, annual payments, licensing fees, milestone payments and

royalties received from Licensees) that Buyer or any of its Affiliates receives in consideration for a license or other rights to develop

or commercialize MAT2203.

“Liens”

means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title

retention Contract or lease in the nature thereof), any sale of receivables with recourse against the Company, any Subsidiary or any

Affiliate, any filing or agreement to file a financing statement as debtor under the Uniform Commercial Code or any similar statute other

than to reflect ownership by a third party of property leased to the Company or any Subsidiaries under a lease which is not in the nature

of a conditional sale or title retention Contract, or any subordination arrangement in favor of another Person (other than any subordination

arising in the ordinary course of business).

“LNC

Platform” means the Company’s proprietary lipid nanocrystal drug delivery technology platform, including all formulations,

compositions of matter, manufacturing processes, encochleation methods, know-how, trade secrets, regulatory data, improvements and modifications

that may be used for the oral delivery [***] and other therapeutic agents.

“Losses”

means losses, Taxes, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of

whatever kind, including reasonable attorneys’ fees.

-37-

“MAT2203”

means the Company’s product candidate consisting of an oral lipid nanocrystal formulation of [***] developed using the LNC

Platform.

“Material

Adverse Effect” means with respect to any Person, any incident, condition, change, effect or circumstance (each, an “Effect”)

that, individually or when taken together with all such Effects in the aggregate, (a) has had or would reasonably be expected to have

a material adverse effect on the business, operations, condition (financial or otherwise), properties, Liabilities, results of operations

or prospects of such Person and its Subsidiaries, taken as a whole (provided, however, that any Effect arising from or

related to any of the following (or the results therefrom) shall not be taken into account, either alone or in combination, in determining

whether a Material Adverse Effect has occurred or may occur: (1) changes in economic conditions generally in the United States or any

other country, (2) conditions generally affecting any of the industries in which the Company participates, (3) any national or international

political or social conditions, acts of war, the outbreak or escalation of armed hostilities, acts of terrorism, earthquakes, wildfires,

hurricanes or other natural disasters, health emergencies, including pandemics and related or associated epidemics, disease outbreaks

or quarantine restrictions, (4) changes to financial, banking or securities markets (including any disruption thereof and any decline

in the price of any security or any market index), (5) any changes in, or any compliance with or action taken for the purpose of complying

with, any Law or GAAP (or interpretations of any Law or GAAP), (6) any action consented to in writing or taken after the date hereof

at the written request of Buyer or its Affiliates, or the failure to take any action if (A) such action is expressly prohibited by this

Agreement and (B) Buyer does not timely approve the taking of such action after Seller requests (in writing) such approval from Buyer,

as applicable, and (7) the announcement of this Agreement or the pendency of the transactions contemplated hereby; provided that with

respect to clauses (1) through (4), the changes or conditions do not have a materially disproportionate effect on the Company (relative

to other participants in the industry in which the Company operates)) or (b) materially and adversely affects the ability of Seller to

consummate the transactions contemplated by this Agreement.

“Material

Contract” has the meaning set forth in Section 3.04.

“Milestone”

has the meaning set forth in Section 1.03(a).

“Milestone

Notice” has the meaning set forth in Section 1.03(b).

“Milestone

Payment” has the meaning set forth in Section 1.03(a).

“Net

Sales” means, with respect to any pharmaceutical product that includes the oral lipid nanocrystal formulation of [***],

known as MAT2203, the gross amounts invoiced by the Buyer and its Affiliates for sales or other dispositions of MAT2203 to Third Parties

that are not Affiliates, less the following deductions to the extent actually allowed, taken or incurred and specifically allocated to

the sale of MAT2203, determined in accordance with GAAP consistently applied: (i) trade, cash, quantity or prompt payment discounts and

chargebacks granted in the ordinary course of business; (ii) sales, use, excise, value-added, customs or other similar taxes (excluding

income or franchise taxes) imposed on the sale of MAT2203 and paid by the selling party or any other governmental charges imposed on

the selling party with respect to the production, importation, use or sale of MAT2203; (iii) freight, insurance, customs clearing and

other transportation charges to the extent separately stated on the invoice; (iv) credits, refunds or allowances for rejected, defective,

recalled or returned MAT2203, or for retroactive price reductions, rebates, promotional discounts, promotional allowances or distribution

fees; and (v) government-mandated rebates and customary rebates or allowances to group purchasing organizations, pharmacy benefit managers,

managed care organizations, patient assistance programs, governmental authorities or trade customers.

-38-

“NYSE”

means the New York Stock Exchange (American).

“Order”

means any binding judgment, order, writ, injunction, ruling, decree, determination or award of, or any settlement under the jurisdiction

of, any Governmental Authority.

“Organizational

Documents” means, with respect to a particular Person (other than a natural person), the certificate/articles of formation/incorporation/organization,

bylaws, partnership agreement, limited liability company agreement, stockholders agreement or similar agreement, as applicable, of such

Person.

“Outside

Date” has the meaning set forth in Section 8.01(b).

“Permit”

means any permit, franchise, authorization, variance, clearance, closure, license, certificate, approval, consent, notice, waiver, franchise,

registration, filing, accreditation, or other similar authorization or right obtained or required by any Law or obtained, required or

issued by any Governmental Authority.

“Permitted

Alternative Agreement” means a definitive agreement that contemplates or otherwise relates to an Acquisition Transaction

that constitutes a Superior Offer.

“Permitted

Lien” means any: (a) Lien for any Tax, assessment or other governmental charge that

is not yet due and payable or that may thereafter be paid without penalty; (b) non-exclusive licenses of Intellectual Property granted

by the Company in the ordinary course of business and that do not materially detract from the value of the Intellectual Property subject

thereto; and (c) Liens arising under applicable securities Law.

“Person”

means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint

venture, an unincorporated organization or other entity and a Governmental Authority.

“Potential

Contributor” has the meaning set forth in Section 9.04.

“Pre-Closing

Income Tax Amount” means the sum of the Pre-Closing Income Tax Liabilities separately calculated for (a) each jurisdiction

in which the Company filed an income Tax Return for the last Tax year for which an income Tax Return was due in such jurisdiction (taking

into account any applicable extensions) and (b) each jurisdiction in which the Company commenced activities (or modified the nature of

activities) in a way giving rise to a taxable presence after the end of such Tax year, with respect to subpart (b) of this definition,

as reasonably determined by Buyer.

“Pre-Closing

Income Tax Liability” means, with respect to any jurisdiction, an amount (which amount shall not be less than zero in any

jurisdiction for any taxable period or portion thereof) equal to all unpaid income Taxes, which income Taxes the Company is, or could

reasonably be expected to be, liable as of or following the Closing Date that are payable in respect of any taxable period (or portion

thereof) ending on or prior to the Closing Date

“Pre-Closing

Tax Period” has the meaning set forth in Section 5.11(b).

“Proceeding”

means any legal, administrative, arbitral or other proceeding, suit, action, governmental or regulatory investigation, mediation, audit

or inquiry by or before any Governmental Authority.

-39-

“Product”

means the following, including all strengths, formulations, dosage forms, presentations, line extensions and approved indications thereof:

(a) MAT2203; (b) any pharmaceutical product that contains or comprises the Compound; and (c) any pharmaceutical product that incorporates

or utilizes the LNC Platform for delivery of [***] or any other therapeutic compound.

“Proxy

Statement” has the meaning set forth in Section 5.04(a).

“Purchase

Price” has the meaning set forth in Section 1.01.

“Registration

Statement” has the meaning set forth in Section 5.04(a).

“Regulatory

Approval” means any and all approvals, licenses, registrations, authorizations or clearances required by a Governmental

Authority for the manufacture, marketing, distribution, or sale of a Product in a given jurisdiction, including approval of a New Drug

Application (NDA) by the FDA in the United States.

“Related

Persons” has the meaning set forth in Section 3.18.

“Representatives”

means, as to any Person, such Person’s Affiliates and the respective managers, directors, officers, employees, independent contractors,

consultants, advisors (including financial advisors, counsel and accountants), agents and other legal representatives of such Person

or its Affiliates.

“Requisite

Seller Stockholder Approval” means the approval, at the Special Stockholder Meeting, of each of the Stockholder Approval

Matters submitted to the vote of the stockholders of Seller in accordance with the Proxy Statement, by the requisite vote of the stockholders

of the Seller as required by the Seller’s Organizational Documents, applicable Law and the Proxy Statement.

“Royalty

Payment” has the meaning set forth in Section 7.01(a).

“Royalty

Report” has the meaning set forth in Section 7.02(a).

“Royalty

Term” has the meaning set forth in Section 7.01(a).

“Rutgers

License Agreement” means that certain Second Amended and Restated Exclusive License Agreement by and between the Company

and Rutgers, the State University of New Jersey, effective as of February 8, 2022.

“SEC”

means the U.S. Securities and Exchange Commission (or any successor Governmental Authority).

“Second

Commercial Milestone” has the meaning set forth in Section 1.03(a)(iii).

“Second

Commercial Milestone Payment” has the meaning set forth in Section 1.03(a)(iii).

“Securities

Act” means the U.S. Securities Act of 1933, as amended.

“Seller

Board” means the board of directors of the Seller.

“Seller

Board Change in Recommendation” has the meaning set forth in Section 5.02(d).

“Seller

Common Stock” means the shares of common stock, par value $0.0001 per share, of the Seller.

“Seller

Indemnified Parties” means Seller, its successors and permitted assigns, Affiliates, directors, officers, employees, shareholders,

controlling Persons and agents.

“Seller

Releasing Parties” has the meaning set forth in Section 5.12.

-40-

“Seller

Releasing Party” has the meaning set forth in Section 5.12.

“Seller

Triggering Event” shall be deemed to have occurred if: (a) the Seller Board shall have made a Seller Board Change in Recommendation;

(b) the Seller Board or any committee thereof shall have publicly approved, endorsed or recommended any Acquisition Proposal; or (c)

the Seller shall have entered into any letter of intent or similar document or any Contract relating to any Acquisition Proposal (other

than a confidentiality agreement permitted pursuant to Section 5.02) in violation of the terms of this Agreement.

“Signing

Filing” has the meaning set forth in Section 5.05(b).

“Signing

Press Release” has the meaning set forth in Section 5.05(b).

“Special

Stockholder Meeting” has the meaning set forth in Section 5.04(b).

“Stockholder

Approval Matters” has the meaning set forth in Section 5.04(b).

“Subsequent

Transaction” means any Acquisition Transaction (with all references to twenty percent (20%) in the definition of Acquisition

Transaction being treated as references to fifty percent (50%) for these purposes).

“Subsidiary”

means any Person in which the Company has a direct or indirect equity or ownership interest in excess of fifty percent (50%).

“Superior

Offer” means an unsolicited bona fide written Acquisition Proposal (with all references to twenty percent (20%) in the

definition of Acquisition Transaction being treated as references to greater than fifty percent (50%) for these purposes) that: (a) was

not obtained or made as a direct or indirect result of a breach of (or in violation of) this Agreement; and (b) is on terms and conditions

that the Seller Board, as applicable, determines in good faith, based on such matters that it deems relevant (including the likelihood

of consummation thereof), as well as any written offer by the other Party to this Agreement to amend the terms of this Agreement, and

following consultation with its outside legal counsel and outside financial advisors, if any, are more favorable, from a financial point

of view, to the Seller’s stockholders, as applicable, than the terms of the Transaction.

“Superior

Offer Notice Period” has the meaning set forth in Section 5.02(c).

“Tax”

or “Taxes” means federal, state, county, local, foreign or other income, gross receipts, ad valorem, franchise,

profits, sales or use, transfer, registration, excise, utility, environmental, communications, real or personal property, capital stock,

license, payroll, wage or other withholding, employment, social security, severance, stamp, escheat or abandoned property, occupation,

alternative or add-on minimum, estimated and other taxes of any kind whatsoever (including deficiencies, penalties, additions to tax,

and interest attributable thereto) whether disputed or not, and including any obligations to indemnify or otherwise assume or succeed

to the Tax liability of any other Person.

“Tax

Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes,

including any schedule or attachment thereto, and including any amendment thereof.

“Termination

Fee” has the meaning set forth in Section 8.03(b).

“Third

Party” means any Person other than a Party or any of its Affiliates.

“Transaction”

means the transactions contemplated by this Agreement and the other Transaction Agreements.

“Transaction

Agreements” means this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement

to which any Party is a party or to be executed by any Party in connection with the consummation of the Transaction.

[Remainder

of Page Intentionally Left Blank; Signature Page Follows]

-41-

WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

THE

SELLER:

MATINAS

BIOPHARMA HOLDINGS, INC.

By:

/s/ Jerome D. Jabbour

Name:

Jerome

D. Jabbour

Title:

Chief

Executive Officer

THE

BUYER:

AZURITY

PHARMACEUTICALS, INC.

By:

/s/

Ronald Scarboro

Name:

Ronald

Scarboro

Title:

Chief

Executive Officer

[Signature

Page to Stock Purchase Agreement]

EX-3.1

Filename: ex3-1.htm · Sequence: 4

Exhibit 3.1

MATINAS

BIOPHARMA HOLDINGS, INC.

CERTIFICATE

OF DESIGNATION OF PREFERENCES,

RIGHTS

AND LIMITATIONS

SERIES

D CONVERTIBLE PREFERRED STOCK

PURSUANT

TO SECTION 151(g) OF THE

delaware

GENERAL CORPORATION LAW

The

undersigned, Jerome D. Jabbour, does hereby certify that:

The undersigned is the Chief Executive Officer of Matinas Biopharma Holdings, Inc., a Delaware corporation (the “Corporation”).

The Corporation is authorized to issue 10,000,000 shares of preferred stock, $0.0001 par value per share.

On July 10, 2026, the following resolutions were duly adopted by the board of directors of the Corporation (the “Board

of Directors”):

WHEREAS,

the Corporation’s Certificate of Incorporation authorizes the issuance of 10,000,000 shares of undesignated preferred stock, $0.0001

par value per share, issuable from time to time in one or more series; and

WHEREAS,

the Board of Directors is authorized to divide the preferred stock into any number of series, fix the number of shares constituting such

series and the designation of such series, and the powers (including voting powers, if any), preferences and relative, participating,

optional and other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series;

and

WHEREAS,

it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to fix the designation and number of a series of

the preferred stock and to determine the designation, relative rights, preferences and limitations thereof, which shall consist of 575

shares of the preferred stock which the Corporation has the authority to issue, as follows:

NOW,

THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issuance of a series of preferred stock for cash or

exchange of other securities, rights or property and does hereby fix and determine the powers, designations, rights, preferences, restrictions

and other matters relating to such series of preferred stock as follows:

TERMS OF PREFERRED STOCK

Section 1.   Definitions.

For the purposes hereof, the following terms shall have the following meanings:

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person as such terms are used in and construed under Rule 405 under the Securities Act.

“Alternate

Consideration” shall have the meaning set forth in Section 7(d).

“Beneficial

Ownership Limitation” shall have the meaning set forth in Section 6(d).

“Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized

or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”

or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority

so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally

open for use by customers on such day.

“Buy-In”

shall have the meaning set forth in Section 6(c)(ii).

“Buy-In

Adjustment Amount” shall have the meaning set forth in Section 6(c)(ii).

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the Corporation’s common stock, par value $0.0001 per share, and stock of any other class of securities

into which such securities may hereafter be reclassified or changed.

“Common

Stock Equivalents” means any securities of the Corporation or the Subsidiaries which would entitle the holder thereof to acquire

at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is

at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Covering

Shares” shall have the meaning set forth in Section 6(c)(ii).

“Conversion

Date” shall have the meaning set forth in Section 6(a).

“Conversion

Price” shall have the meaning set forth in Section 6(b).

“Conversion

Shares” means, collectively, (i) the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance

with the terms hereof and (ii) any capital stock or other securities into which such shares of Common Stock are changed and any capital

stock or other securities resulting from or compromising a reclassification, combination or subdivision of, or a stock dividend on, any

such shares of Common Stock.

“Dilutive

Issuance” shall have the meaning set forth in Section 7(g)(i).

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exempt

Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers, directors or consultants of the

Corporation pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board

of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered

to the Corporation, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities

exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of the Purchase Agreement,

provided that such securities have not been amended since the date of the Purchase Agreement to increase the number of such securities

or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits

or combinations) or to extend the term of such securities, (c) securities issued pursuant to acquisitions or strategic transactions approved

by a majority of the disinterested directors of the Corporation, and (d) sales under and in compliance with the Sales Agreement with

BTIG, LLC.

“Floor

Price” shall have the meaning set forth in Section 7(g)(i).

“Fundamental

Transaction” shall have the meaning set forth in Section 7(d).

“Holder”

shall have the meaning set forth in Section 2.

“Junior

Securities” means, collectively, the Common Stock and any other class of securities that is specifically designated as junior

to the Series D Preferred Stock.

“Liquidation”

shall have the meaning set forth in Section 5.

“New

Issuance Price” shall have the meaning set forth in Section 7(g)(i).

“Notice

of Conversion” shall have the meaning set forth in Section 6(a).

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability

company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Preferred

Stock” shall have the meaning set forth in Section 2.

“Purchase

Agreement” means the Securities Purchase Agreement, dated as of July 10, 2026, among the Corporation and the original

Holders, as amended, modified or supplemented from time to time in accordance with its terms.

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Senior

Securities” means, collectively, any other class of securities that is specifically designated as senior to the Preferred Stock,

including the Corporation’s Series C Preferred Stock.

“Share

Delivery Date” shall have the meaning set forth in Section 6(c).

“Stated

Value” shall have the meaning set forth in Section 2.

“Shareholder

Approval” means such shareholder approval as may be required by the applicable rules and regulations of NYSE American (or any

successor entity), including but not limited to Section 713 of the NYSE American Company Guide, with regard to the issuance of the Preferred

Stock, Conversion Shares and related warrants and shares of common stock issuable under such related warrants, and such other proposals

as reasonably determined by the Corporation and the Purchasers (as defined in the Purchase Agreement).

“Shareholder

Approval Date” means the Trading Day that Shareholder Approval is received and deemed effective.

“Trading

Day” means a day on which the principal Trading Market is open for trading.

“Trading

Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date

in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock

Exchange, the Pink Open Market, OTCQB or the OTCQX (or any successors to any of the foregoing).

“Transfer

Agent” means Vstock Transfer, LLC, the current transfer agent of the Corporation and any successor transfer agent of the Corporation.

Section

2. Designation, Amount and Par Value. The series of preferred stock shall be designated as Series D Convertible Preferred

Stock (the “Preferred Stock”) and the number of shares so designated shall be 575 (which shall not be subject

to increase without the written consent of the holders of a majority of the then outstanding shares of the Preferred Stock voting as

a separate class (each, a “Holder” and collectively, the “Holders”)). Each share of Preferred Stock

shall have a par value of $0.0001 per share and a stated value equal to $1,000 (the “Stated Value”).

Section

3. Dividends. Except for stock dividends or distributions for which adjustments are to be made pursuant to Section 7, Holders

shall be entitled to receive, and the Corporation shall pay, dividends on shares of Preferred Stock equal (on an as-if-converted-to-Common-Stock

basis, disregarding for such purpose any conversion limitations hereunder) to and in the same form as dividends actually paid on shares

of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. No other dividends shall be paid on shares

of Preferred Stock. The Corporation shall not pay any dividends on the Common Stock unless the Corporation simultaneously complies with

this provision.

Section

4. Voting Rights. The Holders of the Preferred Stock are not entitled to voting rights by virtue of their ownership of the

Preferred Stock; provided, however, that as long as any shares of Preferred Stock are outstanding, the Corporation shall

not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Preferred Stock, voting as a separate

class, (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock in this Certificate of Designation,

(b) increase the number of authorized shares of Preferred Stock, (c) authorize or issue an additional class or series of capital stock

that ranks senior to the Preferred Stock with respect to the distribution of assets on liquidation or (d) enter into any agreement with

respect to any of the foregoing.

Section

5. Liquidation. Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”),

the Holders shall be entitled to receive out of the assets available for distribution to stockholders, (i) after and subject to the payment

in full of all amounts required to be distributed to the holders of Senior Securities or another class or series of stock of the Corporation

ranking on liquidation prior and in preference to the Preferred Stock, (ii) ratably with any class or series of stock designated as ranking

on liquidation on parity with the Preferred Stock and (iii) in preference and priority to the holders of the shares of Junior Securities,

an amount equal to 100% of the Stated Value and no more, in proportion to the full and preferential amount that all shares of the Preferred

Stock are entitled to receive. The Corporation shall mail written notice of any such Liquidation not less than 20 days prior to the payment

date stated therein, to each Holder. If the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire

assets to be distributed to the holders of Preferred Stock shall be ratably distributed among the Holders in accordance with

the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

Section

6. Conversion.

Conversions at Option of Holder. Each share of Preferred Stock shall be convertible, at any time and from time to time from and

after the Shareholder Approval Date, at the option of the Holder thereof, into that number of shares of Common Stock (subject to the

limitations set forth in Section 6(d)) determined by dividing the Stated Value of such share of Preferred Stock by the Conversion Price

(as defined below). Each Holder shall effect conversions by providing the Corporation with the form of conversion notice attached hereto

as Annex A (a “Notice of Conversion”). Each Notice of Conversion shall specify the number of shares of Preferred

Stock to be converted, the number of shares of Preferred Stock owned prior to the conversion at issue, the number of shares of Preferred

Stock owned subsequent to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior

to the date the applicable Holder delivers by email such Notice of Conversion to the Corporation (such date, the “Conversion

Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice

of Conversion to the Corporation is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any

medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required. The calculations and entries

set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. From and after the Conversion Date,

until presented for transfer or exchange, certificates that previously represented shares of Preferred Stock, if any, shall represent,

in lieu of the number of shares of Preferred Stock previously represented by such certificate, the number of shares of Preferred Stock,

if any, previously represented by such certificate that were not converted pursuant to the Notice of Conversion, plus the number of shares

of Conversion Shares into which the shares of Preferred Stock previously represented by such certificate were converted. To effect conversions

of shares of Preferred Stock, a Holder shall not be required to surrender the certificate(s), if any, representing the shares of Preferred

Stock to the Corporation unless all of the shares of Preferred Stock represented thereby are so converted, in which case such Holder

shall deliver the certificate, if any, representing such shares of Preferred Stock promptly following the Conversion Date at issue. Shares

of Preferred Stock converted into Common Stock in accordance with the terms hereof shall be canceled and shall not be reissued as shares

of Preferred Stock and shall automatically and without further action by the Corporation be retired and restored to the status of authorized

but unissued shares of preferred stock of the Corporation.

Conversion Price. The conversion price for the Preferred Stock shall equal $0.35, subject to adjustment herein (the “Conversion

Price”); subject to adjustment pursuant to the provisions of Section 7 herein.

Mechanics of Conversion

Delivery of Conversion Shares Upon Conversion. Not later than the earlier of (i) two (2) Trading Days and (ii) the number of Trading

Days comprising the Standard Settlement Period (as defined below) after each Conversion Date (the “Share Delivery Date”),

the Corporation shall deliver, or cause to be delivered, to the converting Holder the number of Conversion Shares being acquired upon

the conversion of the Preferred Stock. As used herein, “Standard Settlement Period” means the standard settlement

period, expressed in a number of Trading Days, on the Corporation’s primary Trading Market with respect to the Common Stock as

in effect on the date of delivery of the Notice of Conversion.

ii.

Failure to Deliver Conversion Shares; Buy-In. If, in the case of any Notice of Conversion, such Conversion Shares are not delivered

to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall, to the fullest extent permitted by law, be entitled

to elect by written notice to the Corporation at any time on or before its receipt of such Conversion Shares, to rescind such Conversion,

in which event the Corporation shall promptly return to the Holder any original Preferred Stock certificate delivered to the Corporation

and the Holder shall promptly return to the Corporation the Conversion Shares issued to such Holder pursuant to the rescinded Notice

of Conversion. If, by the Share Delivery Date, the Corporation fails for any reason to deliver the shares of Common Stock issuable upon

conversion of the Preferred Stock, as set forth in the Notice of Conversion, and after such Share Delivery Date, the converting Holder

purchases, in an arm’s length open market transaction or otherwise, shares of Common Stock (the “Covering Shares”)

in order to make delivery in satisfaction of a sale of Common Stock by the converting Holder (the “Sold Shares”),

which delivery such converting Holder anticipated to make using the shares to be issued upon such conversion (a “Buy-In”),

the converting Holder shall have the right to require the Corporation to pay to the converting Holder the Buy-In Adjustment Amount. The

Corporation shall pay the Buy-In Adjustment Amount to the converting Holder in immediately available funds immediately upon demand by

the converting holder. The term “Buy-In Adjustment Amount” means the amount equal to the excess, if any, of (i) the

converting Holder’s total purchase price (including brokerage commissions, if any) for the Covering Shares associated with a Buy-In,

over (ii) the net proceeds (after brokerage commissions, if any) received by the converting holder from the sale of the Sold Shares.

By way of illustration and not in limitation of the foregoing, if the converting Holder purchases shares of Common Stock having a total

purchase price (including brokerage commissions) of $11,000 to cover a Buy-In, with respect to shares of Common Stock it sold for net

proceeds of $10,000, the Buy-In Adjustment Amount which the Corporation will be required to pay to the converting Holder will be $1,000.

iii.

Obligation Absolute. The Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of Preferred

Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by a Holder to enforce

the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to

enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by such Holder

or any other Person of any obligation to the Corporation or any violation or alleged violation of law by such Holder or any other person,

and irrespective of any other circumstance which might otherwise limit such obligation of the Corporation to such Holder in connection

with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the

Corporation of any such action that the Corporation may have against such Holder.

iv.

Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available

out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock as

herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the

other Holders), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments

and restrictions of Section 7) upon the conversion of the then outstanding shares of Preferred Stock. The Corporation covenants that

all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.

Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Preferred

Stock. As to any fraction of a share of Common Stock which the Holder would otherwise be entitled to upon such conversion, the Corporation

shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied

by the Conversion Price or round up to the next whole share. Notwithstanding anything to the contrary contained herein, but consistent

with the provisions of this subsection with respect to fractional Conversion Shares, nothing shall prevent any Holder from converting

fractional shares of Preferred Stock.

vi.

Transfer Taxes and Expenses. The issuance of Conversion Shares on conversion of the Preferred Stock shall be made without charge

to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares,

provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance

and delivery of any such Conversion Shares upon conversion in a name other than that of the Holder of such shares of Preferred Stock

and the Corporation shall not be required to issue or deliver such Conversion Shares unless or until the Person or Persons requesting

the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation

that such tax has been paid.

Beneficial Ownership Limitation. Notwithstanding anything to the contrary set forth herein, the Corporation shall not effect any

conversion of the Preferred Stock, and a Holder shall not have the right to convert any portion of the Preferred Stock, to the extent

that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s

Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates (such Persons, “Attribution

Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the

foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties

shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which such determination

is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted

Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of

the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous

to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such Holder or any of its

Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d), beneficial ownership

shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the

extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in

relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred

Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to

be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned

by such Holder together with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each

case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent

to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set

forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition,

a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act

and the rules and regulations promulgated thereunder. The Holder understands and acknowledges that the Corporation is not representing

to the Holder that the calculations and determinations set forth in this Section 6(d) are in compliance with Section 13(d) of the Exchange

Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. For purposes of this Section

6(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common

Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the

Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the

Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which

may be via email) of a Holder, the Corporation shall within one Trading Day confirm orally and in writing to such Holder the number of

shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving

effect to the conversion or exercise of securities of the Corporation, including the Preferred Stock, by such Holder or its Affiliates

or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial

Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock,

9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock

issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation submitted in writing

(which may be via email) to the Secretary of the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions

of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of

the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion

of the Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such increase in the Beneficial

Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall

only apply to such Holder and no other Holder. The Beneficial Ownership Limitation shall not be waived by the Corporation or the Holder.

The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of

this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial

Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation.

The limitations contained in this paragraph shall apply to a successor holder of Preferred Stock.

Section

7. Certain Adjustments.

Stock Dividends and Stock Splits. If the Corporation, at any time while the Preferred Stock is outstanding: (i) pays a stock dividend

or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any other Common Stock

Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon conversion of,

or payment of a dividend on, the Preferred Stock), (ii) subdivides outstanding shares of Common Stock into a larger number of shares,

(iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv)

issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Corporation, then the Conversion

Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury

shares of the Corporation) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common

Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 7(a) shall become effective immediately

after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective

immediately after the effective date in the case of a subdivision, combination or re-classification.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 7(a) above, if at any time the Corporation grants,

issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record

holders of any class of shares of Common Stock (the “Purchase Rights”), then each Holder will be entitled to acquire,

upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had

held the number of shares of Common Stock acquirable upon complete conversion of such Holder’s Preferred Stock (without regard

to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date

on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which

the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however,

to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial

Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership

of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held

in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership

Limitation).

Pro Rata Distributions. During such time as the Preferred Stock is outstanding, if the Corporation declares or makes any dividend

or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital

or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,

spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction (other than any dividend or distribution

as to which an adjustment was effected pursuant to Section 7(a)) (a “Distribution”), then, in each such case, each

Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the

Holder had held the number of shares of Common Stock acquirable upon complete conversion of the Preferred Stock (without regard to any

limitations on conversion hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which

a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common

Stock are to be determined for the participation in such Distribution (provided, however, to the extent that the Holder’s

right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder

shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock

as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the

Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

Fundamental Transaction. If, at any time while the Preferred Stock is outstanding, (i) the Corporation, directly or indirectly,

in one or more related transactions effects any merger or consolidation of the Corporation with or into another Person, (ii) the Corporation

(and all of its Subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance

or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect,

purchase offer, tender offer or exchange offer (whether by the Corporation or another Person) is completed pursuant to which holders

of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by

the holders of 50% or more of the outstanding Common Stock, (iv) the Corporation, directly or indirectly, in one or more related transactions

effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which

the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Corporation, directly

or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including,

without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person

acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or

other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase

agreement or other business combination) (each a “Fundamental Transaction”), then, the Holder shall have the right

to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such

Fundamental Transaction (without regard to any limitation in Section 6(d) on the conversion of the Preferred Stock), the number of shares

of Common Stock of the successor or acquiring corporation or of the Corporation, if it is the surviving corporation, and any additional

or other consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a

holder of the number of shares of Common Stock for which the Preferred Stock is convertible immediately prior to such Fundamental Transaction

(without regard to any limitation in Section 6(d) on the conversion of the Preferred Stock). For purposes of any such conversion, the

determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of

Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Corporation shall apportion

the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components

of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received

in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon such

Fundamental Transaction.

Calculations. All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share, as the

case may be. For purposes of this Section 7, the number of shares of Common Stock deemed to be issued and outstanding as of a given date

shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Corporation) issued and outstanding.

Notice to the Holders.

Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 7, the Corporation

shall promptly deliver to each Holder by email a notice setting forth the Conversion Price after such adjustment and setting forth a

brief statement of the facts requiring such adjustment, provided that the failure to deliver such notice or any defect therein or in

the delivery thereof shall not affect the validity of the adjustment required to be specified in such notice.

ii.

Notice to Allow Conversion by Holder. If (A) the Corporation shall declare a dividend (or any other distribution in whatever form)

on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend on the Common Stock or shall repurchase the

Common Stock, (C) the Corporation shall authorize the granting to all holders of the Common Stock in their capacities as such rights

or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders

of the Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which

the Corporation is a party, any sale or transfer of all or substantially all of the assets of the Corporation (and all of its Subsidiaries,

taken as a whole), or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or

(E) the Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation,

then, in each case, the Corporation shall email to each Holder at its last email address as it shall appear upon the stock ledger of

the Corporation, at least ten (10) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating

(x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a

record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions,

redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer

or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock

shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification,

consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in

the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder shall

remain entitled to convert its Preferred Stock (or any part hereof) during the 10-day period commencing on the date of such notice through

the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

g) Adjustment

in Conversion Price for Dilutive Issuances. From and after the Shareholder Approval Date, and subject to any additional stockholder

approvals required by law or the rules and regulations of any applicable Trading Market:

(i)

Common Stock. If Corporation issues or sells, or in accordance with this Certificate of Designation is deemed to have issued or

sold, any shares of Common Stock (excluding shares of Common Stock issued as part of an Exempt Issuance) for a consideration per share

(the “New Issuance Price”) less than the Conversion Price in effect immediately prior to such issue or sale or deemed

issuance or sale (the foregoing a “Dilutive Issuance”), then immediately after and subject to the consummation of

such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price, provided that

the New Issuance Price shall not be less than $0.07, subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations

and similar events (the “Floor Price”). For purposes of determining the adjusted Conversion Price under this provision,

the following shall be applicable:

(ii)

Issuance of Common Stock Equivalents. If the Corporation in any manner issues or sells any Common Stock Equivalents (excluding

Common Stock Equivalents issued as part of an Exempt Issuance) and the lowest price per share for which one share of Common Stock is

issuable upon the conversion, exercise or exchange thereof is less than the Conversion Price then in effect, then such Common Stock shall

be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the issuance or sale of such Common Stock

Equivalents for such price per share. For the purposes of this section, the “lowest price per share for which one share of Common

Stock is issuable upon the conversion, exercise or exchange thereof” shall be equal to the sum of the lowest amounts of consideration

(if any) received or receivable by the Corporation with respect to any one share of Common Stock upon the issuance or sale of the Common

Stock Equivalents and upon conversion, exercise or exchange of such Common Stock Equivalents (if any) less any consideration paid or

payable by the Corporation to holders of such Common Stock Equivalents with respect to such one share of Common Stock upon the issuance

or sale of such Common Stock Equivalents and upon conversion, exercise or exchange of such Common Stock Equivalents. No further adjustment

of the Conversion Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of

such Common Stock Equivalents.

(iii)

Change in Price or Rate of Conversion. If the additional consideration, if any, payable upon the issue, conversion, exercise or

exchange of any Common Stock Equivalents decreases, or the rate at which any Common Stock Equivalents are convertible into or exercisable

or exchangeable for shares of Common Stock increases, at any time, the Conversion Price in effect at the time of such decrease or increase

shall be adjusted to the Conversion Price which would have been in effect at such time had such Common Stock Equivalents provided for

such decreased purchase price or additional consideration or increased conversion rate, as the case may be, at the time initially granted,

issued or sold. For purposes of this section, if the terms of any Common Stock Equivalent that was outstanding as of the original issuance

date of the Preferred Stock are increased or decreased in the manner described herein, then such Common Stock Equivalents and the shares

of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such

increase or decrease. No adjustment pursuant to this section shall be made if such adjustment would result in an increase of the Conversion

Price then in effect.

(iv)

Calculation of Consideration Received. If any shares of Common Stock or Common Stock Equivalents are issued or sold for a consideration

other than cash, the amount of such consideration received by the Corporation will be the fair value of such consideration, except where

such consideration consists of publicly traded securities, in which case the amount of consideration received by the Corporation will

be the closing market price of such publicly traded securities on the date of receipt of such publicly traded securities. If any shares

of Common Stock or Common Stock Equivalents are issued to the owners of the non-surviving entity in connection with any merger in which

the Corporation is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of

the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock or Common Stock Equivalents,

as the case may be. The fair value of any consideration other than cash or publicly traded securities will be determined with reference

to the Generally Accepted Accounting Principles then in effect for the U.S.

Section

8. Miscellaneous.

Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without

limitation, any Notice of Conversion, shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight

courier service, addressed to the Corporation, 1545 Route 206 South, Suite 302, Bedminster, NJ 07921, Attention: Chief Executive Officer,

or such other e-mail address or address as the Corporation may specify for such purposes by notice to the Holders delivered in accordance

with this Section 8. Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in

writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at

the e-mail address or address of such Holder appearing on the books of the Corporation, or if no such e-mail address or address appears

on the books of the Corporation, at the principal place of business of such Holder, as set forth in the Purchase Agreement. Any notice

or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if

such notice or communication is delivered via e-mail at the e-mail address set forth in this Section 8 prior to 5:30 p.m. (New

York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication is delivered via

e-mail to [*] on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second

Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt

by the party to whom such notice is required to be given.

Book-Entry; Lost or Mutilated Preferred Stock Certificate. The Preferred Stock will be issued in book-entry form; provided that,

if a Holder requests that such Holder’s shares of Preferred Stock be issued in certificated form, the Corporation will instead

issue a stock certificate to such Holder representing such Holder’s shares of Preferred Stock. If a Holder’s Preferred

Stock certificate shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution

for and upon cancellation of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, uncertificated

shares or a new certificate for the shares of Preferred Stock represented by the certificate so mutilated, lost, stolen or destroyed,

but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership thereof reasonably satisfactory

to the Corporation (which shall not include the requirement of posting of any bond). To the extent that any shares of Preferred Stock

are issued in book-entry form, references herein to “certificates” shall instead refer to the book-entry notation relating

to such shares.

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation

shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the

principles of conflict of laws thereof.

Waiver. Any waiver by the Corporation or a Holder of any provision of this Certificate of Designation or any breach thereof shall

not operate as or be construed to be a waiver of any other provision of this Certificate of Designation or any breach thereof or a waiver

by any other Holders. The failure of the Corporation or a Holder to insist upon strict adherence to any term of this Certificate of Designation

on one or more occasions shall not be considered a waiver or deprive that party (or any other Holder) of the right thereafter to insist

upon strict adherence to that term or any other term of this Certificate of Designation on any other occasion. Any waiver by the Corporation

or a Holder must be in writing.

Severability. If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate

of Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain

applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder

violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the

maximum rate of interest permitted under applicable law.

Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment

shall be made on the next succeeding Business Day.

Headings. The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation

and shall not be deemed to limit or affect any of the provisions hereof.

Status of Converted Preferred Stock. Shares of Preferred Stock may only be issued pursuant to the Purchase Agreement. If any

shares of Preferred Stock shall be converted or reacquired by the Corporation, such shares may not be reissued as Preferred Stock and

shall automatically be retired and shall resume the status of authorized but unissued shares of preferred stock and shall no longer be

designated as Preferred Stock.

*********************

RESOLVED,

FURTHER, that the Chairman, the president or any vice-president, and the secretary or any assistant secretary, of the Corporation be

and they hereby are authorized and directed to prepare and file this Certificate of Designation of Preferences, Rights and Limitations

in accordance with the foregoing resolution and the provisions of Delaware law.

WITNESS WHEREOF, the undersigned have executed this Certificate this 10th day of July, 2026.

/s/ Jerome D. Jabbour

Name:

Jerome D. Jabbour

Title:

Chief Executive Officer

ANNEX

NOTICE

OF CONVERSION

(To

be Executed by the Registered Holder in order to Convert Shares of Preferred Stock)

The

undersigned hereby elects to convert the number of shares of Series D Convertible Preferred Stock indicated below into shares of common

stock, par value $0.0001 per share (the “Common Stock”), Matinas Biopharma Holdings, Inc., a Delaware corporation

(the “Corporation”), according to the conditions hereof, as of the date written below. If shares of Common Stock are

to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto

and is delivering herewith such certificates and opinions as may be required by the Corporation in accordance with the Purchase Agreement.

No fee will be charged to the Holders for any conversion, except for any such transfer taxes.

Conversion

calculations:

Date to Effect Conversion: _____________________________________________

Number of shares of Preferred Stock owned prior to Conversion: _________________

Number of shares of Preferred Stock to be Converted: _________________________

Stated Value of shares of Preferred Stock to be Converted: _____________________

Number of shares of Common Stock to be Issued: ____________________________

Applicable Conversion Price:____________________________________________

Number of shares of Preferred Stock subsequent to Conversion: _________________

Address for Delivery: ______________________

DWAC Instructions:

Broker no: _________

Account no: ___________

[HOLDER]

By:

Name:

Title:

EX-4.1

Filename: ex4-1.htm · Sequence: 5

Exhibit

4.1

NEITHER

THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION

OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS

OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE

OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON

STOCK PURCHASE WARRANT

Matinas

Biopharma Holdings, Inc.

Warrant

Shares: [___]

Issue

Date: July 10, 2026

THIS

COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____] 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

the Stockholder Approval Date (or such date that the Stockholder Approval is no longer required with respect to the terms of this Warrant

based on the rules of the Trading Market) (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City

time) on the fifth (5th) anniversary of the Stockholder Approval 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 (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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).

Section

1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain

Securities Purchase Agreement (the “Purchase Agreement”), dated July 10, 2026, among the Company and

the purchasers signatory thereto.

Section

2. Exercise.

Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time

or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF

copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).

Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined

in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the

shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless

the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice

of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise

be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to

the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full,

in which case, the Holder shall surrender this Warrant to the Company for cancellation as soon as reasonably practicable of the date

on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion

of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares

purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain

records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any

Notice of Exercise on the Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge

and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the

number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $0.35, subject to adjustment hereunder

(the “Exercise Price”).

Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus

contained therein is not available for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole

or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant

Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A)

applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of

Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed

and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined

in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common

Stock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s

execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours”

on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular

trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of

Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant

to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;

(B)

the

Exercise Price of this Warrant, as adjusted hereunder; and

(X)

the

number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such

exercise were by means of a cash exercise rather than a cashless exercise.

Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the

Securities Act, the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company

agrees not to take any position contrary to this Section 2(c).

“Bid

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 a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date)

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.

(New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price

of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then

listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar

organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,

or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good

faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees

and expenses of which shall be paid by the Company.

“VWAP”

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 a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.

(New York City time) to 4:02 p.m. (New York City time)), (b) if the OTCQB Venture Market (“OTCQB”) or the OTCQX Best Market

(“OTCQX”) is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding

date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices

for the Common Stock are then reported on the Pink Open Market (“Pink Market”) operated by the OTC Markets, Inc. (or a similar

organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,

or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good

faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees

and expenses of which shall be paid by the Company.

Mechanics of Exercise.

Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by

the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository

Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant

in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale

of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale

limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate, registered

in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder

is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earlier

of (i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising

the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery

Date”). Upon delivery of the Notice of Exercise, 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 Warrant

Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the

earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of

the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise

by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each

$1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise),

$10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading

Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees

to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As

used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days,

on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of

Exercise.

ii.

Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of

a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant

evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in

all other respects be identical with this Warrant.

iii.

Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section

2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv.

Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to

the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions

of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required

by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares

of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon

such exercise (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 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 (in which case such exercise shall be deemed rescinded) 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 with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately

preceding sentence the Company shall be required to pay the Holder $1,000. 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 shares

of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise

of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company

shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied

by the Exercise Price or round up to the next whole share.

vi.

Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax

or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,

and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,

however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when

surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may

require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company

shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company

(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii.

Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise

of this Warrant, pursuant to the terms hereof.

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the

right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance

after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other

Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),

would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the

number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number

of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude

the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant

beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or

nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject

to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its

Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership

shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being

acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d)

of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent

that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to

other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable

shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination

of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution

Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company

shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status

as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated

thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on

the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed

with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by

the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of

a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then

outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion

or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date

as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”

shall be [4.99%/9.99%] of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares

of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial

Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of

the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise

of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership

Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this

paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct

this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein

contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained

in this paragraph shall apply to a successor holder of this Warrant.

Section

3. Certain Adjustments.

Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise

makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares

of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this

Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse

stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the

Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which

the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event

and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of

shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant

shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for

the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the

effective date in the case of a subdivision, combination or re-classification.

[Reserved].

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants,

issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record

holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon

the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held

the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise

hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for

the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares

of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to

the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial

Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership

of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held

in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership

Limitation).

Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or

other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital

or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,

spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),

at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution

to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable

upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial

Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the

date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,

however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder

exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent

(or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such

Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result

in the Holder exceeding the Beneficial Ownership Limitation).

Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or

more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (or any Subsidiary),

directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially

all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange

offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender

or exchange their shares for other securities, cash or property and has been accepted by the holders of greater than 50% of the outstanding

Common Stock or greater than 50% of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in

one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory

share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property,

or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other

business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with

another Person or group of Persons whereby such other Person or group acquires greater than 50% of the outstanding shares of Common Stock

or greater than 50% of the voting power of the common equity of the Company (each a “Fundamental Transaction”), then,

upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been

issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without

regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring

corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)

receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is

exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this

Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such

Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental

Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the

relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the

securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate

Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary,

the Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor

Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents

in accordance with the provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory to

the holders of a majority in interest of the Warrants then outstanding (the “Required Holders”) (without unreasonable delay)

prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security

of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable

for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common

Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior

to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock

(but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such

shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic

value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in

form and substance to the Required Holders. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added

to the term “Company” under this Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction,

each and every provision of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead

to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor

Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto and the Successor Entity

or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant and the other Transaction Documents

with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the

Company herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3(e) regardless

of (i) whether the Company has sufficient authorized shares of Common Stock for the issuance of Warrant Shares and/or (ii) whether a

Fundamental Transaction occurs prior to the Initial Exercise Date.

Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the

case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date

shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

Notice to Holder.

Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company

shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment

to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii.

Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on

the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the

Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of

capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with

any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any

sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into

other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding

up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email

address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective

date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,

redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to

be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,

consolidation, merger, sale, transfer or share exchange 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 of the Common Stock for securities, cash or other

property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to

deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to

be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information

regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a

Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such

notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section

4. Transfer of Warrant.

Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof

and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation,

any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company

or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by

the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such

surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee

or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to

the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding

anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder

has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days

of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned

in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of

the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by

the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division

or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided

or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial Exercise Date and

shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the

“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the

registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,

and for all other purposes, absent actual notice to the contrary.

Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer

of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under

applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public

information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or

transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant

and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to

or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities

law, except pursuant to sales registered or exempted under the Securities Act.

Section

5. Miscellaneous.

No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,

dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly

set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant

to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be

required to net cash settle an exercise of this Warrant.

Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably

satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,

and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,

shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the

Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant

or stock certificate.

Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required

or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business

Day.

Authorized Shares.

The

Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a

sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.

The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with

the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. 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, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants

that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise

of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly

issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof

(other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except

and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending

its certificate of incorporation 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 of this Warrant,

but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary

or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the

foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise

immediately prior to such increase in par value, (ii) 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 (iii) use commercially

reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,

as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before

taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the

Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from

any public regulatory body or bodies having jurisdiction thereof.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined

in accordance with the provisions of the Purchase Agreement.

Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and

the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall

operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision

of this Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant,

which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover

any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred

by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall

be delivered in accordance with the notice provisions of the Purchase Agreement.

Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant

to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of

the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company

or by creditors of the Company.

Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will

be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate

compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to

assert the defense in any action for specific performance that a remedy at law would be adequate.

Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall

inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns

of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall

be enforceable by the Holder or holder of Warrant Shares.

Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and

the Holder.

Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid

under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall

be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining

provisions of this Warrant.

Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed

a part of this Warrant.

********************

(Signature

Page Follows)

WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above

indicated.

Matinas

Biopharma Holdings, Inc.

By:

Name:

Jerome

D. Jabbour

Title:

Chief

Executive Officer

NOTICE

OF EXERCISE

To:

Matinas Biopharma Holdings, Inc.

(1)

The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only

if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2)

Payment shall take the form of (check applicable box):

☐ in lawful money of the United States; or

☐ [if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection

2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure

set forth in subsection 2(c).

(3)

Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

The

Warrant Shares shall be delivered to the following DWAC Account Number:

(4)

Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the

Securities Act of 1933, as amended.

[SIGNATURE

OF HOLDER]

Name

of Investing Entity: ___________________________________________________________________________

Signature

of Authorized Signatory of Investing Entity: _____________________________________________________

Name

of Authorized Signatory: _______________________________________________________________________

Title

of Authorized Signatory: ________________________________________________________________________

Date:

___________________________________________________________________________________________

EXHIBIT

ASSIGNMENT

FORM

(To

assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR

VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please

Print)

Address:

(Please

Print)

Phone

Number:

Address:

Dated:

_______________ __, ______

Holder’s

Signature: _________________________

Holder’s

Address: _________________________

EX-4.2

Filename: ex4-2.htm · Sequence: 6

Exhibit

4.2

NEITHER

THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION

OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS

OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE

OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON

STOCK PURCHASE WARRANT

Matinas

Biopharma Holdings, Inc.

Warrant

Shares: [_______]

Issue

Date: July 10, 2026

THIS

COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_______] 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

the Stockholder Approval Date, subject to the terms of Section 2(f) below (the “Initial Exercise Date”) and on or

prior to 5:00 p.m. (New York City time) on the date that is the five (5) year anniversary of the Initial Exercise 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 (as subject to adjustment hereunder, the “Warrant Shares”) of

Common Stock. 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).

Section

1. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1.

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Board

of Directors” means the board of directors of the Company.

“Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required

by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any

other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so

long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally

open for use by customers on such day.

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such

securities may hereafter be reclassified or changed.

“Common

Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire

at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is

at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Floor

Price” means $0.07 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events).

“Letter

Agreement” means that certain letter agreement between the initial Holder hereof and the Company, dated as of July 10,

2026, pursuant to which such initial Holder agreed to exercise one or more warrants to purchase shares of Common Stock and the Company

agreed to issue to the initial Holder this Warrant.

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability

company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Rule

144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted

from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

as such Rule.

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Stockholder

Approval” means such approval as may be required by the applicable rules and regulations of the NYSE American LLC (or any successor

entity) from the stockholders of the Company with respect to issuance of all of the Warrants and the Warrant Shares upon the exercise

thereof.

“Stockholder

Approval Date” means the date on which Stockholder Approval is received and deemed effective under Delaware law.

“Subsidiary”

means the subsidiaries of the Company set forth on Exhibit 21.1 to the Company’s Annual Report on Form 10-K and shall, where

applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof”

“Trading

Day” means a day on which the principal Trading Market is open for trading.

“Trading

Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date

in question: the NYSE American LLC, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York

Stock Exchange (or any successors to any of the foregoing).

“Transfer

Agent means Vstock Transfer & Trust Company, LLC, the current transfer agent of the Company and any successor transfer agent

of the Company.

“Warrants”

means this Warrant and other Common Stock purchase warrants issued by the Company pursuant to the Letter Agreement.