SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 8th, 2024 • Calidi Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April ___, 2024, between Calidi Biotherapeutics, Inc. 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”).
FORM OF SERIES A COMMON STOCK PURCHASE WARRANT CALIDI BIOTHERAPEUTICS, INC.Calidi Biotherapeutics, Inc. • April 8th, 2024 • Biological products, (no disgnostic substances) • New York
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five (5) year anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”), but not thereafter, to subscribe for and purchase from Calidi Biotherapeutics, Inc., a Delaware corporation (the “Company”), up to _________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENCY AGREEMENT April [*], 2024Placement Agency Agreement • April 8th, 2024 • Calidi Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
FORM OF SERIES B-1 COMMON STOCK PURCHASE WARRANT CALIDI BIOTHERAPEUTICS, INC.Calidi Biotherapeutics, Inc. • April 8th, 2024 • Biological products, (no disgnostic substances) • New York
THIS SERIES B-1 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five (5) year anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”), but not thereafter, to subscribe for and purchase from Calidi Biotherapeutics, Inc., a Delaware corporation (the “Company”), up to _________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued upon the exercise of a Ser
LEAK-OUT AGREEMENTLeak-Out Agreement • April 8th, 2024 • Calidi Biotherapeutics, Inc. • Biological products, (no disgnostic substances)
This agreement (the “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and between Calidi Biotherapeutics, Inc., a Delaware corporation (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”).
