CALIDI BIOTHERAPEUTICS, INC. and EQUINITI TRUST COMPANY, LLC (f/k/a AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC) as Warrant Agent Warrant Agency Agreement Dated as of April __, 2024 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • April 15th, 2024 • Calidi Biotherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
WARRANT AGENCY AGREEMENT, dated as of April __, 2024 (“Agreement”), between Calidi Biotherapeutics, Inc. , a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), a New York limited liability trust company (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities 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”).
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).
Ladenburg Thalmann & Co. Inc. Each Purchaser as identified on the signature page of the Securities Purchase AgreementCalidi Biotherapeutics, Inc. • April 15th, 2024 • Biological products, (no disgnostic substances)
Reference is made to that certain Securities Purchase Agreement, dated as of April [__], 2024 (the “Agreement”), by and among Calidi Biotherapeutics, Inc. (the “Company”) and each purchaser identified on the signature page of the Agreement (“Purchaser”) which provides for the execution and delivery of this voting agreement (the “Voting Agreement”). The Agreement relates to the offer and sale of the Company’s securities through Ladenburg Thalmann & Co. Inc., as placement agent all as set forth in the Company’s registration statement on Form S-1, as amended (Registration No. 333-276741). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Agreement.
