On July 1, 2024, Calidi Biotherapeutics, Inc. entered into a certain Loan Agreement (the ?Loan Agreement?) with Dennis R. Conklin (the ?Lender). Under the Loan Agreement, the Lender agreed to loan the Company the principal amount of $600,000 pursuant to the terms of the promissory note dated July 1, 2024 which was issued to the Lender by the Company (the ?Note?). Under the terms of the Note, the Lender agreed to provide the principal amount of $600,000 on July 2, 2024 (the ?Payment Date?).

The Note bears a simple interest rate at 15.0% per annum and matures on the third calendar year from the Payment Date (the ?Maturity Date?) unless due earlier due to an event of a default under the terms of the Note. The Company agreed to pay annual payments of accrued interest after each calendar year from the Payment Date until any remaining interest is paid in full on the Maturity Date.