Heehyoung Lee - 12 Sep 2023 Form 3 Insider Report for Calidi Biotherapeutics, Inc. (CLDI)

Footnote F1

Reflects shares of common stock, par value $0.0001 per share (the "Common Stock"),of Calidi Biotherapeutics, Inc.(f/k/a First Light Acquisition Group, Inc.), a Delaware corporation ("New Calidi" or the "Issuer"). Pursuant to the Agreement and Plan of Merger, dated January 9, 2023, as amended on February 9, 2023 and June 16, 2023 (the "Merger Agreement"), by and among First Light Acquisition Group, Inc. ("FLAG"), FLAG Merger Sub, Inc. ("Merger Sub"), First Light Acquisition Group, LLC, Allan Camaisa and Calidi Biotherapeutics, Inc., a Nevada corporation ("Old Calidi"), on September 12, 2023, Merger Sub merged with and into Old Calidi, with Old Calidi surviving the merger as a wholly-owned subsidiary of the Issuer (such merger and the other transactions contemplated by the Merger Agreement, the "Business Combination"). Upon the consummation of the Business Combination, (the "Closing"),(cont'd. in FN 2)

Footnote F2

(cont'd from FN 1) each share of common stock of Old Calidi (the "Old Calidi Common Stock") outstanding as of the time of the merger (the "Effective Time") converted into the right to receive approximately 0.41 share (the "Conversion Ratio") of the Issuer's Common Stock.

Footnote F3

The Reporting Person was originally granted Non-Qualified Stock Options by Old Calidi (the "Calidi Options"), which was assumed by the Issuer at the Effective Time and automatically converted into options exercisable for the Issuer's Common Stock (the "Assumed Options"), subject to the terms and conditions set forth in the Old Calidi 2016 Equity Incentive Plan, as amended from time to time, and the Old Calidi 2019 Equity Incentive Plan, as amended from time to time (together, the "Calidi Equity Incentive Plan"). Each Assumed Option has the right to acquire a number of shares of Issuer's Common Stock equal to (as rounded down to the nearest whole number) the product of (A) the number of shares of Old Calidi Common Stock subject to such Calidi Option immediately prior to the Effective Time, (cont'd in FN 4)

Footnote F4

(cont'd from FN 3) multiplied by (B) the Conversion Ratio; (1) at an exercise price equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price of such Calidi Option immediately prior to the Effective Time, divided by (B) the Conversion Ratio; and (2) subject to the same vesting schedule as such Calidi Option. The exercise price and the number of shares of Issuer's Common Stock underlying the Assumed Options reflects the Conversion Ratio adjustment made in connection with the Closing.

Footnote F5

These non-qualified stock options were granted March 30, 2021 in accordance with the terms and conditions of the applicable option agreement under the Calidi Equity Incentive Plan. The options vest monthly in equal installments over a four year period from the grant date, subject to the Reporting Person's continued service to the Issuer on each vesting date.

Footnote F6

These non-qualified stock options were granted on February 1, 2022 in accordance with the terms and conditions of the applicable option agreement under the Calidi Equity Incentive Plan. The options vest monthly in equal installments over a four year period from the grant date, subject to the Reporting Person's continued service to the Issuer on each vesting date.

Footnote F7

Represents FLAG private placement warrants transferred to the Reporting Person pursuant to a warrant transfer agreement entered into in connection with the Business Combination, pursuant to which the sponsors of FLAG agreed to transfer to investors, pay expenses or otherwise reduce costs incurred in connection with the Business Combination, or in connection with other pre-Closing operating costs of FLAG, Upon the consummation of the Business Combination, the sponsors of FLAG transferred to the Reporting Person 200,000 FLAG Private Placement Warrants at a price per Warrant of $1.50. The warrants have an initial exercise price of $11.50 per share, subject to adjustment set forth in the warrant agreement, and terminates on a date that is five (5) years after the date on which the Issuer completes its initial Business Combination, which occurred on September 12, 2023.

Footnote F8

Directly held by Won & Partners, Inc., a partnership established under the laws of the Republic of Korea ("Won & Partners"). Dr. Lee is a venture partner of Won & Partners, and may be deemed to beneficially own the securities held by Won & Partners. Dr. Lee disclaims beneficial ownership of any such securities, except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.