Browse EX-10 agreements

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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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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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 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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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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CHAR1\1915691v2 15233915v5 FOURTH AMENDED AND RESTATED SECURITY AGREEMENT THIS FOURTH AMENDED AND RESTATED SECURITY AGREEMENT (the “Security Agreement”) dated as of July 10, 2026 among MALIBU BOATS, LLC, a Delaware limited liability company (the “Borrower”), the other Debtors listed on the signature pages hereto (collectively, the “Debtors”), and TRUIST BANK, a Georgia state banking corporation, in its capacity as Administrative Agent for the holders of the Obligations (“Secured Party”). W I T N E S S E T H WHEREAS, the Debtors, the Lenders party thereto and the Secured Party are party to that certain Third Amended and Restated Credit Agreement dated as of July 8, 2022 (the “Existing Credit Agreement”), WHEREAS, the Debtors and the Secured Party are party to that certain Third Amended and Restated Security Agreement dated as of July 8, 2022 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Security Agreement”); WHEREAS, the Debtors, the Secured Party and the Lenders party thereto have agreed to amend and restate the Existing Credi

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CUSIP Numbers: 56117EAQ4 Revolver: 56117EAP6 Term Loan A: 56117EAQ4 FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 10, 2026 among MALIBU BOATS, LLC, as the Borrower MALIBU BOATS HOLDINGS, LLC, as the Parent and a Guarantor THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the other Guarantors THE LENDERS FROM TIME TO TIME PARTY HERETO, BANK OF AMERICA, N.A., WELLS FARGO BANK, NATIONAL ASSOCIATION, FIFTH THIRD BANK, NATIONAL ASSOCIATION and PNC BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents and TRUIST BANK, as Administrative Agent, Swingline Lender and Issuing Bank ==================================================================== TRUIST SECURITIES, INC. and JPMORGAN CHASE BANK, N.A., as Joint Lead Arrangers and Joint Bookrunners

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Exhibit 10.1

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of July 9, 2026 and effective as of July 7, 2026 (the “Second Amendment Effective Date”), is made and entered into by and between PLUG POWER INC., a Delaware corporation (“Plug Power”) and PLUG PROJECT HOLDING CO., LLC, a Delaware limited liability company (“Holding Company” and together with Plug Power, individually and collectively, as applicable, the “Seller”), and STREAM US DATA CENTERS, LLC, a Texas limited liability company (the “Purchaser”). Seller and Purchaser are each a “Party” and collectively, the “Parties”.

RECITALS

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CERTAIN INFORMATION IDENTIFIED BY “[***]” HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

**THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS **(“Agreement”) is made and entered into as of July 7, 2026 (the “Effective Date”), by and between PLUG POWER INC., a Delaware corporation (“Plug Power”) and PLUG PROJECT HOLDING CO., LLC, a Delaware limited liability company (“Holding Company” and together with Plug Power, individually and collectively, as applicable, the “Seller”), and STREAM U.S. DATA CENTERS, LLC, a Texas limited liability company (the “Purchaser”). Seller and Purchaser may be referred to individually as a “Party” and may be collectively referred to as the “Parties.”

RECITALS

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THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS PROMISSORY 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.

UNSECURED PROMISSORY NOTE

Principal Amount: $191,475.00	Date: July 8, 2026

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**SECURITIES PURCHASE AGREEMENT **

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of July 13, 2026, by and among Agenus Inc., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”).

WHEREAS, the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act;

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