Browse EX-10 agreements

MATINAS BIOPHARMA HOLDINGS, INC.

July 10, 2026

Holder of Warrants Issued in February 2025 and April 2025

Re:	Inducement Offer to Exercise Warrants Holder of Warrants Issued in February 2025 and April 2025

Dear Holder:

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FORM OF VOTING AGREEMENT

This Voting Agreement (this “Agreement”) is made as of July 10, 2026 by and among (i) GH Power Inc., a corporation organized under the laws of Ontario (the “GH Power”), (ii) Matinas BioPharma Holdings, Inc., a Delaware corporation (“Matinas”), and (iii) the undersigned stockholder (“Holder”) of Matinas. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the BCA.

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FORM OF VOTING AGREEMENT

This Voting Agreement (this “Agreement”) is made as of July 10, 2026 by and among (i) GH Power Inc., a corporation organized under the laws of Ontario (the “GH Power”), (ii) Matinas BioPharma Holdings, Inc., a Delaware corporation (“Matinas”), and (iii) the undersigned shareholder (“Holder”) of GH Power. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the BCA.

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WARRANT SOLICITATION AGENT AGREEMENT

THIS WARRANT SOLICITATION AGENT AGREEMENT (this “Agreement”) is dated as of July 10, 2026, by and between Matinas BioPharma Holdings, Inc. (the “Company”) and ThinkEquity LLC (“ThinkEquity” or the “Solicitation Agent”).

RECITALS

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WHEREAS, pursuant to certain prior offerings, the Company issued to the holders of certain existing warrants(the “Holders”), among others, common stock purchase warrants to purchase the number of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), set forth opposite of such Holder’s name, at an initial exercise price of $0.6446 per share, subject to adjustment as provided therein (the “Existing Warrants”);

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WHEREAS, based on certain anti-dilution adjustments that will occur immediately prior to the closing of the transactions contemplated hereunder it is anticipated that the exercise price of the Existing Warrants will be adjusted to $0.35 per share (the “Current Exercise Price”)

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of July 10, 2026, between Matinas BioPharma Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement (the “Offering”).

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I.

DEFINITIONS

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FOURTH AMENDMENT

TO

EMPLOYMENT AGREEMENT

This Fourth Amendment (“Amendment”), entered into as of the 10th day of July, 2026 (the “Effective Date”), amends the Employment Agreement between MATINAS BIOPHARMA HOLDINGS, INC. (the “Company”) and Jerome D. Jabbour (the “Executive”) dated March 22, 2018, as amended by those certain amendments dated as of March 3, 2023, April 30, 2025 and December 12, 2025 (as amended, the “Agreement”). All capitalized terms not defined herein shall have the meanings set forth in the Agreement.

RECITALS

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WHEREAS, the Company and the Executive desire to amend the Agreement as provided in this Amendment, to modify the terms of the Retention Bonus thereunder to apply if a “Change in Control” (as defined therein) occurs on or before December 31, 2026.

NOW THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, intending to be legally bound, hereby agree as follows:

1. Retention Bonus.

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AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT, dated as of July 6, 2026 (this “Amendment”), by and among Plum Acquisition Corp. IV, a Cayman Islands exempted company (the “Purchaser”), Plum IV Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Purchaser (“Merger Sub”), and Controlled Thermal Resources Holdings Inc., a Delaware corporation (the “Company” and together with the Purchaser and Merger Sub, the “Parties”).

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RECITALS

A. The Parties entered into a Business Combination Agreement dated as of March 8, 2026 (as amended on May 15, 2026, the “Business Combination Agreement”).

B. The Parties wish to enter into this Amendment to make certain amendments to the Business Combination Agreement as set out herein.

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AGREEMENT

In consideration of the foregoing and the mutual covenants and agreements herein contained, the Parties hereby agree as follows:

	1.01	Amendments

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AMENDMENT NO. 2 TO THE LOAN AGREEMENT

THIS AMENDMENT NO. 2 TO THE LOAN AGREEMENT, dated as of July 8, 2026 (this “Second Amendment Agreement”), amends the loan agreement, dated as of March 15, 2026 (as amended from time to time, the “Loan Agreement”), by and between BSTR Newco, LLC, a Delaware limited liability company (“Payor”) and BSTR Holdings (Cayman), a Cayman Islands limited liability company (“Payee”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Loan Agreement.

RECITALS

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WHEREAS, the Payor and the Payee entered into the Loan Agreement, pursuant to which the Payor promised to pay to the Payee a Principal Sum of $2,500,000, together with interest and other fees, expenses and charges as provided therein; and

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WHEREAS, on June 3, 2026, the Payor and the Payee entered into that certain amendment to the Loan Agreement, pursuant to which the parties have increased the Principal Sum by an additional $1,1000,000, from $2,500,000 to $3,600,000 (the “First Additional Principal Amount”).

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THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

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PROMISSORY NOTE

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Principal Amount: US$8,253.03

Dated: July 7, 2026

New York, New York

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COMPANY HOLDERS SUPPORT AND LOCK-UP AGREEMENT AND DEED

COMPANY HOLDERS SUPPORT AND LOCK-UP AGREEMENT AND DEED, dated as of July 9, 2026 (this “Agreement”), among HCC Healthcare Pte. Ltd., a Singapore private company limited by shares, with company registration number 202540273K (the “Company”), RF Acquisition Corp III, a Cayman Islands exempted company with limited liability (“Acquiror”), and each of the Persons listed on Schedule A to this Agreement (each, a “Shareholder”).

WHEREAS, the Company, Acquiror, and HCC Merger Sub Limited, a Cayman Islands exempted company with limited liability and a direct wholly-owned Subsidiary of the Company (“Merger Sub”), are concurrently herewith entering into a Business Combination Agreement (as the same may be amended, restated or supplemented, the “Business Combination Agreement”) providing for (a) the Recapitalization of the Company and (b) the merger of Acquiror with and into Merger Sub (the “Merger”) with Merger Sub surviving as the “Surviving Company” and continuing as a wholly owned Subsidiary of the Company;

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FORM OF REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●] is made and entered into by and among (i) HCC Healthcare Pte. Ltd., a Singapore private company limited by shares, with company registration number 202540273K (the “Company”); (ii) Alfa 30 Limited, a Cayman Islands exempted company limited by shares (the “Founder”); (iii) certain holders of securities of RF Acquisition Corp III designated as Founder Equityholders on Schedule A hereto (collectively, the “Founder Equityholders”); (iv) EarlyBirdCapital, Inc. (“EBC”), and (v) the equityholders designated as Company Equityholders on Schedule B hereto (collectively, the “Company Equityholders” and, together with the Founder, Founder Equityholders, EBC, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and each individually a “Holder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such t

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FOUNDER’S SUPPORT AGREEMENT

FOUNDER’S SUPPORT AND LOCK-UP AGREEMENT AND DEED, dated as of July 9, 2026 (this “Agreement”), among HCC Healthcare Pte. Ltd., a Singapore private company limited by shares, with company registration number 202540273K (the “Company”), RF Acquisition Corp. III, a Cayman Islands exempted company with limited liability (“Acquiror”), and Alfa 30 Limited, a Cayman Islands exempted company (“Founder”).

WHEREAS, the Company, Acquiror, and HCC Merger Sub Limited, a Cayman Islands exempted company with limited liability and a direct wholly-owned Subsidiary of the Company (“Merger Sub”), are concurrently herewith entering into a Business Combination Agreement (as the same may be amended, restated or supplemented, the “Business Combination Agreement”) providing for (a) the Recapitalization of the Company and (b) the merger of Acquiror with and into Merger Sub (the “Merger”) with Merger Sub surviving as the “Surviving Company” and continuing as a wholly owned Subsidiary of the Company;

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