SECURITIES PURCHASE AGREEMENTSecurities 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”).
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).
PLACEMENT AGENCY AGREEMENT April [*], 2024Placement Agency Agreement • April 1st, 2024 • Calidi Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
SERIES B COMMON STOCK PURCHASE WARRANT CALIDI BIOTHERAPEUTICS, INC.Calidi Biotherapeutics, Inc. • April 1st, 2024 • Biological products, (no disgnostic substances) • New York
THIS SERIES B 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 sixth month (6) 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).
