matinas biopharma holdings, inc. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ securities purchase agreement _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ warrants _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ june 10, 2013 confidential notice to offerees the securities offered hereby have not been registered under the securities act of 1933, as amended, or registered or qualified under the applicable securities laws of any state or other jurisdiction. this securities purchase agreement and the other offering documents do not constitute an offer to sell or solicitation of an offer to buy the securities in any jurisdiction in which such offer or solicitation would be unlawful. the securities are being sold for investment purposes only, without a view to resale or distribution thereof, and may not be transferred, resold or offered for resale in the absence of an effective registration statement under the securities act and effective registration or qualification under the applicable securities laws of any state or other jurisdiction, or the availability of an exemption therefrom. an investment made in the securities offered hereby is speculative and suitable only for persons who have substantial financial resources, who have no need for liquidity in this investment and who understand or have been advised with respect to the tax consequences of, and risk factors associated with, this investment and who are able to bear the substantial economic risk of this investment for an indefinite period of time. neither the securities and exchange commission nor the securities commission or other regulatory authority of any state or other jurisdiction has approved or disapproved of these securities or passed upon the adequacy or accuracy of this securities purchase agreement or any of the other offering documents. any representation to the contrary is a criminal offense. this securities purchase agreement does not constitute an offer or solicitation in any state or other jurisdiction in which such an offer or solicitation is not authorized. confidential information the offeree acknowledges