CaliberCos Inc. Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • May 19th, 2023 • CaliberCos Inc. • Real estate • New York

The undersigned, CaliberCos Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Spartan Capital Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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ESCROW AGREEMENT FOR SECURITIES OFFERING
Escrow Agreement • January 3rd, 2020 • CaliberCos Inc. • Real estate • Delaware

THIS ESCROW AGREEMENT, dated as of (“Escrow Agreement”), is by and between SI Securities, LLC (“SI Securities”), , a (“Issuer”), and The Bryn Mawr Trust Company of Delaware (“BMTC DE”), a Delaware entity, as Escrow Agent hereunder (“Escrow Agent”). Capitalized terms used herein, but not otherwise defined, shall have the meaning set forth in that certain Issuer Agreement by and between Issuer and SI Securities executed prior hereto (the “Issuer Agreement”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 23rd, 2022 • CaliberCos Inc. • Real estate • Delaware

This Indemnification Agreement (this “Agreement”), dated as of ___, 2022, is made by and between CaliberCos Inc., a Delaware corporation (the “Company”), and the undersigned who is either a director, an officer, a director and officer, or a key employee of the Company (the “Indemnitee”) with this Agreement to be deemed effective as of the date that the Indemnitee first became director, officer, or key employee of the Company.

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 19th, 2019 • CaliberCos Inc. • Real estate • Arizona

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is by and between CaliberCos Inc., a Delaware corporation (the “Company”), and Jade Leung (“Executive”) and is effective as of this 1st day of January 2019 (the “Effective Date”).

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AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • March 22nd, 2023 • CaliberCos Inc. • Real estate • Delaware

This AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (the “Agreement”) is made and entered into this 22nd day of March 2023 by and among CaliberCos Inc., a Delaware corporation (the “Company”) and the persons listed on Exhibit A (each a “Stockholder” and collectively the “Stockholders”).

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GUARANTY OF RECOURSE OBLIGATIONS
CaliberCos Inc. • June 13th, 2019 • Real estate • New York

THIS GUARANTY OF RECOURSE OBLIGATIONS (this “Guaranty”) is executed as of September ___, 2018, by CALIBERCOS INC., a Delaware corporation, having an office at 8901 East Mountain View Road, Suite 150, Scottsdale, Arizona 85258, JENNIFER SCHRADER, an individual, having an address at 8901 East Mountain View Road, Suite 150, Scottsdale, Arizona 85258, JOHN C. LOEFFLER, II, an individual, having an address at 8901 East Mountain View Road, Suite 150, Scottsdale, Arizona 85258, and FRANK HEAVLIN, an individual, having an address as 2147 E Baseline Rd, Tempe, Arizona 85283 (individually and collectively, “Guarantor”), for the benefit of RCC REAL ESTATE, INC., a Delaware corporation having an address at 717 Fifth Avenue, 12th Floor, New York, New York 10022, and its successors and assigns (collectively, “Lender”).

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FORM OF MANAGING DEALER AGREEMENT
Form of Managing Dealer Agreement • April 12th, 2023 • CaliberCos Inc. • Real estate

This Managing Dealer Agreement (this “Agreement”), dated as of _________, 2023 (“Effective Date”), is entered into by and among, on the one hand, Skyway Capital Markets, LLC, a Florida limited liability company (“SCM” or the “Managing Dealer”), and on the other hand __________________ (the “Issuer”) and CaliberCos (the “Company”). The Issuer, Managing Dealer, and Company are collectively referred to herein as “Parties” and each as a “Party.” Concurrently herewith, SCM and Company are entering into that certain Sponsor Consulting Agreement whereby SCM has agreed to assist Company in connection with launching a new investment offering (“Sponsor Consulting Agreement”).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 8th, 2019 • CaliberCos Inc. • Real estate • Arizona

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is dated September 21 , 2018 and is by and between CaliberCos Inc., a Delaware corporation (the “Company” or “Caliber”), and Donnie Ray Schrader (“Schrader”). Caliber and Schrader are referred to herein from time to time, collectively, as the “Parties”.

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FORM OF SUBSCRIPTION AGREEMENT CALIBERCOS INC. Subscription for Series B Preferred Stock
Form of Subscription Agreement • December 5th, 2019 • CaliberCos Inc. • Real estate • Delaware

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

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SPONSOR CONSULTING AGREEMENT
Sponsor Consulting Agreement • April 12th, 2023 • CaliberCos Inc. • Real estate

This Program Launch Advisory Agreement (this “Agreement”), dated as of December 1, 2022 (“Effective Date”), is entered into by and between Skyway Capital Markets, LLC, a Florida limited liability company (“SCM” or the “Service Provider”) and CaliberCos Inc. (the “Issuer” or “Company”). The Issuer, Managing Dealer and Company are collectively referred to herein as “Parties” and each as a “Party.”

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OFFICE LEASE AGREEMENT
Office Lease Agreement • March 5th, 2019 • CaliberCos Inc. • Real estate • Arizona

This Office Lease Agreement is made and entered into as of the Effective Date by and between POLLOCK GATEWAY II LLC, a California limited liability company, as Landlord, and CALIBERCOS INC. a Delaware corporation, as Tenant.

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 19th, 2019 • CaliberCos Inc. • Real estate • Arizona

Ther EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is by and between CaliberCos Inc., a Delaware corporation (the “Company”), and Jennifer Schrader (“Executive”) and is effective as of this 1st day of January 2019 (the “Effective Date”).

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FIRST AMENDMENT TO OFFICE LEASE AGREEMENT
Office Lease Agreement • June 13th, 2019 • CaliberCos Inc. • Real estate • Arizona

THIS FIRST AMENDMENT TO OFFICE LEASE AGREEMENT (the “First Amendment”), dated this 14th day of November, 2018 (for reference purposes only), is entered into by and between POLLOCK GATEWAY II LLC, a Delaware limited liability company (“Landlord”) and CALIBERCOS INC., a Delaware corporation (“Tenant”).

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FORM OF SUBSCRIPTION AGREEMENT CALIBERCOS INC. Subscription for Series B Preferred Stock
Subscription Agreement • January 24th, 2020 • CaliberCos Inc. • Real estate • Delaware

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

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Loan No. 00016129 US_Active\112883187\V-7 LOAN AGREEMENT DATED AS OF OCTOBER 17, 2019 BETWEEN POLLOCK GATEWAY II DE LLC, AS BORROWER AND BARCLAYS CAPITAL REAL ESTATE INC., AS LENDER
Loan Agreement • June 23rd, 2023 • CaliberCos Inc. • Real estate
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130116915.23 CONTRIBUTION AGREEMENT BY AND AMONG CALIBER HOSPITALITY TRUST, INC., a Maryland corporation (“Caliber REIT”), CALIBER HOSPITALITY, LP, a Delaware limited partnership (“Operating Partnership” and collectively the “Caliber Entities”),...
Advisory Agreement • July 7th, 2023 • CaliberCos Inc. • Real estate • Delaware
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Limited Liability Company Agreement
CaliberCos Inc. • April 12th, 2023 • Real estate • Delaware

This Limited Liability Company Agreement of Caliber/Encore Opportunistic Growth Fund, an Delaware limited liability company (the “Company”), is dated effective as of May 1, 2022 (the “Effective Date”), by and among Caliber Services, LLC, a Delaware limited liability company (“Caliber”), as a Member and the initial Manager, and Encore Caliber Holdings, LLC, a Delaware limited liability company (“Encore”), as a Member (Caliber and Encore in their capacities as Members are collectively referred to herein as the “Members”).

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STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • June 13th, 2019 • CaliberCos Inc. • Real estate • Arizona

THIS STOCKHOLDERS’ AGREEMENT (the "Agreement") is made this 21st day of September , 2018 by and among the persons listed on Exhibit A and such other persons who in the future become parties pursuant to the terms hereof (collectively, the "Stockholders"; individually, a "Stockholder") and CaliberCos Inc., a Delaware corporation (the "Company"), with reference to the following facts:

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EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into and effective as of the date set forth below by and between the undersigned employee (“Employee”) and Caliber Services, LLC (“Company”). Employee and Company are collectively referred to as the...
Employment Agreement • April 5th, 2024 • CaliberCos Inc. • Real estate
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SI Securities, LLC
Agreement • January 3rd, 2020 • CaliberCos Inc. • Real estate • New York
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Contract
Loan Agreement • June 23rd, 2023 • CaliberCos Inc. • Real estate • New York
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