PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT CALIDI BIOTHERAPEUTICS, INC.Placement Agent Agreement • June 4th, 2024 • Calidi Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Ladenburg Thalmann & Co., Inc. 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 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 534,900 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
