AMENDMENT TO CONVERTIBLE NOTEConvertible Note • March 12th, 2024 • Calidi Biotherapeutics, Inc. • Biological products, (no disgnostic substances)
This Amendment to the CONVERTIBLE NOTE in the principal amount of $1,500,000.00 (“Amendment”) is entered with an effective date of March 11, 2024, by and between Calidi Biotherapeutics Inc., (the “Issuer”), and [_________] (the “Holder”), collectively the “Parties” and each a “Party”.
SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMSSettlement Agreement and Release • March 12th, 2024 • Calidi Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Settlement Agreement and Release of All Claims (the “Settlement Agreement”) is made by and between [*****] (collectively, “[*****]” or the “[*****]”), on the one hand, and Calidi Biotherapeutics, Inc., a Delaware corporation, formerly First Light Acquisition Group, Inc. (“FLAG,” a Special Purpose Acquisition Company (“SPAC”), and together with Calidi Biotherapeutics, Inc., “Calidi”), Calidi Cure, LLC, a Delaware limited liability company and an affiliate of Calidi (“Calidi Cure”) and Allan Camaisa, an individual (erroneously described as Seller Representative in the OTC Equity Prepaid Forward Purchase Agreement referenced below and an affiliate of Calidi (“Camaisa”) on the other hand (Calidi, Calidi Cure, and Camaisa collectively the “Calidi Party”) (the [*****] and the Calidi Party are referred to collectively herein as the “Parties” and individually as a “Party”). This Settlement Agreement is intended to resolve any and all disputes between the Parties and their affiliates as se
CALIDI BIOTHERAPEUTICS, INC. CONVERTIBLE PROMISSORY NOTECalidi Biotherapeutics, Inc. • March 12th, 2024 • Biological products, (no disgnostic substances) • Delaware
FOR VALUE RECEIVED, Calidi Biotherapeutics, Inc., a Delaware corporation (“Borrower”), hereby unconditionally promises to pay to [__________], or its registered assigns____________ (“Holder”), in lawful money of the United States of America in the principal amount of Two Million Dollars ($2,000,000.00) (“Principal Amount”) pursuant to that certain Settlement Agreement and Release of All Claims dated March 8, 2024, by and among Borrower and Holder (the “Settlement Agreement”), together with interest thereon in accordance with the terms hereof, from the date hereof until the date on which this Convertible Promissory Note (the “Note”) is paid in full. “Closing” means the closing of the issuance of the Note pursuant to Section 1(c) and the terms and conditions hereunder.
