FORM OF SERIES D COMMON STOCK PURCHASE WARRANT CALIDI BIOTHERAPEUTICS, INC.Calidi Biotherapeutics, Inc. • May 31st, 2024 • Biological products, (no disgnostic substances) • New York
THIS SERIES D 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 Stockholder Approval Date (as defined in the Letter Agreement) (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 and six (6) month 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 Se
Re: Series B and C Warrant Exercise AgreementPurchase Agreement • May 31st, 2024 • Calidi Biotherapeutics, Inc. • Biological products, (no disgnostic substances)
Calidi Biotherapeutics, Inc. (the “Company”) previously issued and delivered to you (“Holder” or “you” or “your”) the Company’s (i) Series B unit purchase warrants (the “Series B Warrants”) to purchase units (the “Series B Units”) consisting of: (i) shares of the Company’s voting common stock, par value $0.0001 per share (“Common Stock”) and Series B-1 warrants to purchase Common Stock (the “Series B-1 Warrants”) and (ii) Series C unit purchase warrants (the “Series C Warrants”) to purchase units (the “Series C Units”) consisting of: (i) shares of Common Stock and (ii) Series C-1 warrants to purchase Common Stock (the “Series C-1 Warrants”), both of which were issued to you pursuant to a Securities Purchase Agreement, dated April 16, 2024 (the “Purchase Agreement”) and the prospectus dated April 15, 2024.
