First Light Acquisition Group, LLC - 16 Jun 2023 Form 4 Insider Report for First Light Acquisition Group, Inc. (CLDI)

Footnote F1

This Form 4 is being filed by First Light Acquisition Group, LLC, a Delaware limited liability company ("Sponsor"), FLAG Sponsor Manager, LLC, a Delaware limited liability company ("Manager LLC"), and William J. Weber (collectively, the "Reporting Persons"). Mr. Weber is the sole manager and member of Manager LLC, which is the manager of the Sponsor. Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

Footnote F2

In accordance with the Agreement and Plan of Merger, dated January 9, 2023 and as thereafter amended (the "Merger Agreement"), by and among First Light Acquisition Group, Inc. ("FLAG"), Calidi Biotherapeutics, Inc., a Nevada Corporation ("Old Calidi"), FLAG Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of FLAG ("Merger Sub"), the Sponsor, in the capacity as representative for the stockholders of FLAG and Allan Camaisa, in the capacity as representative of the stockholders of Old Calidi, on September 12, 2023, in connection with the closing of the transactions contemplated by the Merger Agreement, 1,931,852 shares of Class B common stock of FLAG directly owned by the Sponsor converted automatically, on a one-for-one basis, into 1,931,852 shares of Class A common stock of FLAG. FLAG then changed its name to Calidi Biotherapeutics, Inc. ("New Calidi") and the class A common stock was designated common stock.

Footnote F3

Pursuant to the Amended and Restated Certificate of Incorporation of FLAG, the shares of Class B common stock of FLAG had no expiration date and were automatically convertible into shares of Class A common stock of FLAG at the time of FLAG's initial business combination on a one-for-one basis, subject to adjustment.

Footnote F4

In connection with an investment of an aggregate $12,500,000 by Jackson Investment Group, LLC ("Jackson) in Series B Preferred Stock of Old Calidi, the Sponsor transferred 191,990 shares of Class B common stock of FLAG to Jackson on June 16, 2023, with an additional 99,388 shares of Class B common stock of FLAG transferred to Jackson on September 12, 2023 in connection with the closing of the transactions contemplated by the Merger Agreement.

Footnote F5

In connection with the transactions contemplated by the Merger Agreement, in order to induce investors to provide financing to New Calidi and to extinguish certain outstanding promissory notes of FLAG, the Sponsor transferred to such investors, for no cash or other payment, an aggregate of 186,372 shares of Class B common stock of FLAG.

Footnote F6

The Sponsor forfeited the shares of Class B common stock of FLAG to FLAG for no consideration in connection with the transactions contemplated by the Merger Agreement.