Certain Pre-Funded Warrants of Calidi Biotherapeutics, Inc. are subject to a Lock-Up Agreement Ending on 21-APR-2026. These Pre-Funded Warrants will be under lockup for 46 days starting from 6-MAR-2026 to 21-APR-2026.

Details:
The officers and directors have agreed with the underwriters to be subject to a lock-up period of forty-five (45) days following the closing of this offering, subject to certain exceptions. This means that, during the applicable lock-up period, such persons may not offer for sale, contract to sell, sell, distribute, grant any option, right or warrant to purchase, pledge, hypothecate or otherwise dispose of, directly or indirectly, any shares of common stock or any securities convertible into, or exercisable or exchangeable for, shares of common stock. Certain limited transfers are permitted during the lock-up period if the transferee agrees to these lock-up restrictions.