CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENTConvertible Promissory Note • February 1st, 2024 • Calidi Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of January 26, 2024 (the “Effective Date”), is entered into by and between CALIDI BIOTHERAPEUTICS, INC., a company incorporated under the laws of the State of Delaware (the “Company”), and Ingodwe Trust, (the “Lender”). Term not defined in the Agreement will be defined in the Convertible Promissory Note and Warrant attached hereto as Exhibits.
COMMON STOCK PURCHASE WARRANTCalidi Biotherapeutics, Inc. • February 1st, 2024 • Biological products, (no disgnostic substances)
This COMMON STOCK PURCHASE WARRANT (as may be amended and in effect from time to time, this “Warrant”) is issued by Calidi Biotherapeutics, Inc. (the “Company”) to Ingodwe Trust, (“Holder”) in connection with that certain Convertible Promissory Note Purchase Agreement dated as of January 26, 2024 between Holder and the Company (as amended and/or modified and in effect from time to time, the “Purchase Agreement”). The Company and Holder may be each referenced to as a party and collectively “parties”. The parties agree as follows:
