Calidi Biotherapeutics, Inc. Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • July 19th, 2021 • First Light Acquisition Group, Inc. • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between FIRST LIGHT ACQUISITION GROUP, INC., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • September 7th, 2021 • First Light Acquisition Group, Inc. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between First Light Acquisition Group, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

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FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT Calidi Biotherapeutics, Inc.
Calidi Biotherapeutics, Inc. • January 29th, 2024 • Biological products, (no disgnostic substances) • New York

THIS PRE-FUNDED 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 set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (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).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 29th, 2024 • Calidi Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of _____, 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”).

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WARRANT AGREEMENT between FIRST LIGHT ACQUISITION GROUP, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Warrant Agreement • August 24th, 2021 • First Light Acquisition Group, Inc. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between First Light Acquisition Group, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

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PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT CALIDI BIOTHERAPEUTICS, INC.
Calidi Biotherapeutics, Inc. • February 7th, 2024 • Biological products, (no disgnostic substances) • New York

THIS PLACEMENT AGENT 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”) (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 issued pu

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PLACEMENT AGENCY AGREEMENT February [*], 2024
Placement Agency Agreement • February 7th, 2024 • Calidi Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
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REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT
Registration and Stockholder Rights Agreement • August 24th, 2021 • First Light Acquisition Group, Inc. • Blank checks • New York

THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among First Light Acquisition Group, Inc., a Delaware corporation (the “Company”), each of the undersigned series 1 through 15 of First Light Acquisition Group, LLC, a Delaware series limited liability company (such 15 series collectively, the “Sponsor”), Metric Finance Holdings I, LLC, a Delaware limited liability company (“Metric”) (each of the Sponsor, Metric and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • August 31st, 2023 • First Light Acquisition Group, Inc. • Biological products, (no disgnostic substances)

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on August 29, 2023, by and among First Light Acquisition Group, Inc., a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”).

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STANDBY EQUITY PURCHASE AGREEMENT
Equity Purchase Agreement • December 12th, 2023 • Calidi Biotherapeutics, Inc. • Biological products, (no disgnostic substances)

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of December 10, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and CALIDI BIOTHERAPEUTICS, INC., a company incorporated under the laws of the State of Delaware (the “Company”).

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AGREEMENT AND PLAN OF MERGER by and among FIRST LIGHT ACQUISITION GROUP, INC., as the Purchaser, FLAG MERGER SUB, INC. as Merger Sub, FIRST LIGHT ACQUISITION GROUP, LLC, in the capacity as the Purchaser Representative, ALLAN CAMAISA, in the capacity...
Agreement and Plan of Merger • January 9th, 2023 • First Light Acquisition Group, Inc. • Blank checks • Delaware

This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of January 9, 2023 by and among (i) First Light Acquisition Group, Inc. a Delaware corporation (the “Purchaser”), (ii) FLAG Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub” and, collectively with Purchaser, the “Purchaser Parties”), (iii) First Light Acquisition Group, LLC, in the capacity as the representative from and after the Effective Time (as defined below) for the stockholders of the Purchaser (other than the Company Security Holders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iv) Allan Camaisa, in the capacity as the representative from and after the Effective Time for the Company Stockholders (as defined below) as of immediately prior to the Effective Time in accordance with the terms and conditi

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FORM OF SERIES A COMMON STOCK PURCHASE WARRANT CALIDI BIOTHERAPEUTICS, INC.
Notice of Exercise • January 29th, 2024 • Calidi Biotherapeutics, Inc. • 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”) (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).

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FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • September 19th, 2023 • First Light Acquisition Group, Inc. • Biological products, (no disgnostic substances) • Delaware

This Indemnification Agreement (“Agreement”), dated as of September 12, 2023 is by and between Calidi Biotherapeutics, Inc., a Delaware corporation (the “Company”) and (the “Indemnitee”).

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FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • July 19th, 2021 • First Light Acquisition Group, Inc. • Blank checks • New York

This Forward Purchase Agreement (this “Agreement”) is entered into as of July 15 , 2021, between First Light Acquisition Group, Inc., a Delaware corporation (the “Company”), and Franklin Strategic Series-Franklin Small Cap Growth Fund, a Delaware statutory trust (the “Purchaser”).

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First Light Acquisition Group, Inc. 11110 Sunset Hills Road #2278 Reston, VA 20190
First Light Acquisition Group, Inc. • July 19th, 2021 • Blank checks • New York

First Light Acquisition Group, Inc., a Delaware corporation (the “Company”), is pleased to accept the offer First Light Acquisition Group, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 4,605,750 shares of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock”), up to 600,750 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class B Common Stock will convert into shares of Class A Common Stock on a one-for

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SERIES C COMMON STOCK PURCHASE WARRANT CALIDI BIOTHERAPEUTICS, INC.
Calidi Biotherapeutics, Inc. • April 1st, 2024 • Biological products, (no disgnostic substances) • New York

THIS SERIES C 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).

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SERIES B UNIT PURCHASE WARRANT CALIDI BIOTHERAPEUTICS, INC.
Calidi Biotherapeutics, Inc. • April 15th, 2024 • Biological products, (no disgnostic substances) • New York

THIS SERIES B UNIT 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 one (1) 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 _________ Series B Units . The purchase price of one Series B Unit under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 1st, 2024 • Calidi Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of _____, 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”).

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FIRST LIGHT ACQUISITION GROUP, INC. 11110 SUNSET HILLS ROAD #2278 RESTON, VA 20190
Investment Agreement • September 7th, 2021 • First Light Acquisition Group, Inc. • Blank checks • New York

This agreement (the “Agreement”) is entered into on the date set forth above by and among _________________________________ (the “Purchaser”), each of Series 1 through 15 of First Light Acquisition Group, LLC, a Delaware series limited liability company (the “Sponsor”), Metric Finance Holdings I, LLC, a Delaware limited liability company (“Metric” and together with the Sponsor, the “Sellers”), and First Light Acquisition Group, Inc., a Delaware corporation (the “Company”). Pursuant to the terms hereof, the Sellers hereby accept the offer the Purchaser has made to purchase, in the aggregate, [•] shares of Class B common stock, $0.0001 par value per share of the Company (the “Shares”). The Purchaser shall purchase that number of Shares from each series of the Sponsor and Metric set forth on Annex I, all of which are subject to forfeiture by the Purchaser if the Purchaser submits an indication of interest (the “IPO Indication”) for less than [•] units (“Units”) of the Company, does not su

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Date: August 29, 2023 To: First Light Acquisition Group, Inc., a Delaware corporation (“FLAG”) and Calidi Biotherapeutics, Inc., a Nevada corporation (“Target”). Address: 11110 Sunset Hills Road #2278, Reston, VA, 20190 From: Funicular Funds, LP (as...
First Light Acquisition Group, Inc. • August 31st, 2023 • Biological products, (no disgnostic substances)

This Confirmation, together with the Pricing Date Notices, evidences a complete binding agreement between Seller, FLAG and Target as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

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NON-REDEMPTION AGREEMENT
Non-Redemption Agreement • August 31st, 2023 • First Light Acquisition Group, Inc. • Biological products, (no disgnostic substances) • Delaware

This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of August 30, 2023, is made by and among First Light Acquisition Group, Inc., a Delaware corporation (the “Company”), and the Backstop Investor (as defined below).

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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

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 2nd, 2024 • Calidi Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of _____, 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”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 15th, 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”).

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EMPLOYMENT AGREEMENT
Employment Agreement • April 13th, 2023 • First Light Acquisition Group, Inc. • Biological products, (no disgnostic substances) • California

This Employment Agreement (this “Agreement”) is entered into by and between Calidi Biotherapeutics, Inc., a Nevada Corporation, (the “Company”), and Allan Camaisa (“Executive”), and shall be effective as of February 1, 2022 (the “Effective Date”).

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SERIES B PREFERRED STOCK INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • July 25th, 2023 • First Light Acquisition Group, Inc. • Biological products, (no disgnostic substances) • California

THIS SERIES B PREFERRED STOCK INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 16th day of June, 2023, by and among Calidi Biotherapeutics, Inc, a Nevada corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and any additional Investor (as defined in the Securities Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof].

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First Light Acquisition Group, Inc. 11110 Sunset Hills Road #2278 Reston, VA 20190 Re: Initial Public Offering Ladies and Gentlemen:
Letter Agreement • September 7th, 2021 • First Light Acquisition Group, Inc. • Blank checks

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between First Light Acquisition Group, Inc., a Delaware corporation (the “Company”), and Guggenheim Securities, LLC, as the underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by th

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First Light Acquisition Group, Inc. 11110 Sunset Hills Road #2278 Reston, VA 20190
First Light Acquisition Group, Inc. • August 24th, 2021 • Blank checks • New York

First Light Acquisition Group, Inc., a Delaware corporation (the “Company”), is pleased to accept the offer Metric Finance Holdings I, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 1,144,250 shares of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock”), up to 149,250 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering of units of the Company (“IPO”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class B Common Stock will convert into shares of Class A Common Stock o

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AMENDED AND RESTATED FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • August 24th, 2021 • First Light Acquisition Group, Inc. • Blank checks • New York

This Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of August 20, 2021, between First Light Acquisition Group, Inc., a Delaware corporation (the “Company”), and Franklin Strategic Series—Franklin Small Cap Growth Fund, a Delaware statutory trust (the “Purchaser”).

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MATERIALS LICENSE AGREEMENT
Materials License Agreement • August 1st, 2023 • First Light Acquisition Group, Inc. • Biological products, (no disgnostic substances) • Illinois

This Agreement made this 14th day of October, 2021 (“Effective Date”), by and between Northwestern University, an Illinois corporation having a principal office at 633 Clark Street, Evanston, Illinois 60208 (hereinafter, “Northwestern”) and Calidi Biotherapeutics, Inc., a Nevada corporation having a principal office at 11011 N. Torrey Pines Rd., Suite 200, La Jolla, CA 92037 (hereinafter, “Licensee”) (each a “Party” and collectively the “Parties”).

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COLLABORATION AND LICENSE AGREEMENT
Collaboration and License Agreement • July 3rd, 2023 • First Light Acquisition Group, Inc. • Biological products, (no disgnostic substances) • California

THIS COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is made effective April 9, 2020 (the “Effective Date”) by and among PERSONALIZED STEM CELLS, INC., a Delaware corporation (“PSC”), and CALIDI BIOTHERAPEUTICS, INC., a Nevada corporation (“Calidi”).

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First Light Acquisition Group, Inc. 11110 Sunset Hills Road #2278 Reston, VA 20190 Re: Initial Public Offering Ladies and Gentlemen:
Letter Agreement • August 24th, 2021 • First Light Acquisition Group, Inc. • Blank checks

This letter agreement (this “Letter Agreement”) is being delivered to First Light Acquisition Group, Inc. (the “Company”) in connection with the initial public offering by the Company (the “Public Offering”) of 23,000,000 units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus filed by the Company with the Securities and Exchange Commission and the Company shall apply to have the Units listed on New York Stock Exchange.

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20,000,000 Units First Light Acquisition Group, Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • September 7th, 2021 • First Light Acquisition Group, Inc. • Blank checks • New York
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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • August 24th, 2021 • First Light Acquisition Group, Inc. • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of [•], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between First Light Acquisition Group, Inc., a Delaware corporation (the “Company”), each of the undersigned series 1 through 15 of First Light Acquisition Group, LLC, a Delaware series limited liability company (such 15 series collectively, the “Sponsor”) and Metric Finance Holdings I, LLC, a Delaware limited liability company (“Metric”, together with the Sponsor, the “Purchasers”).

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FORM OF PLACEMENT AGENCY AGREEMENT February [*], 2024
Form of Placement Agency Agreement • January 29th, 2024 • Calidi Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
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