0001493152-24-039045 Sample Contracts

CALIDI BIOTHERAPEUTICS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE CALIDI BIOTHERAPEUTICS, INC. 2023 EQUITY INCENTIVE PLAN
Restricted Stock Unit Award Agreement • October 1st, 2024 • Calidi Biotherapeutics, Inc. • Biological products, (no disgnostic substances)

To encourage your continued service as __________ of Calidi Biotherapeutics, Inc. (the “Company”) or its subsidiary, you have been granted this restricted stock unit award (the “Award”) pursuant to the Company’s 2023 Equity Incentive Plan (the “Plan”). The Award represents the right to receive shares of common stock (the “Shares”), par value $0.001 per share, of the Company subject to the fulfillment of the vesting conditions set forth in this agreement (this “Agreement”).

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CALIDI BIOTHERAPEUTICS INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT
Stock Option Agreement • October 1st, 2024 • Calidi Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • California

Calidi Biotherapeutics, Inc. (the “Company”), pursuant to its 2019 Equity Incentive Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s Stock set forth below (the “Option”). This Option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.

CALIDI BIOTHERAPEUTICS, INC. FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • October 1st, 2024 • Calidi Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

Pursuant to the terms and conditions of the Calidi Biotherapeutics, Inc. 2023 Equity Incentive Plan (the “Plan”) and this Non-Qualified Stock Option Agreement, together with the attached Terms and Conditions, which are incorporated herein by reference (the “Agreement”), you have been granted a Non-Qualified Stock Option to purchase ______________ shares of common stock (this “Option”) as outlined below.

CALIDI BIOTHERAPEUTICS, INC. FORM OF INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • October 1st, 2024 • Calidi Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

Pursuant to the terms and conditions of the Calidi Biotherapeutics, Inc. 2023 Equity Incentive Plan (the “Plan”) and this Incentive Stock Option Agreement, together with the attached Terms and Conditions, which are incorporated herein by reference (the “Agreement”), you have been granted an Incentive Stock Option to purchase shares of common stock (this “Option”) as outlined below.

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