0001104659-25-035972 Sample Contracts
UNDERWRITING AGREEMENT between CALIBERCOS INC. and CRAFT CAPITAL MANAGEMENT, LLC as Representative of the Several Underwriters UNDERWRITING AGREEMENT between CALIBERCOS INC. and CRAFT CAPITAL MANAGEMENT, LLC as Representative of the Several UnderwritersUnderwriting Agreement • April 17th, 2025 • CaliberCos Inc. • Real estate • New York
The undersigned, CaliberCos Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Craft Capital Management, 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:
ContractPurchase Warrant Agreement • April 17th, 2025 • CaliberCos Inc. • Real estate • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) CRAFT CAPITAL MANAGEMENT, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF CRAFT CAPITAL MANAGEMENT, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
RIGHTS AGREEMENTRights Agreement • April 17th, 2025 • CaliberCos Inc. • Real estate • New York
This Rights Agreement (this “Agreement”) is made as of April 17, 2025 between CaliberCos Inc., a Delaware corporation with its principal executive offices at 8901 E. Mountain View Rd. Ste. 150, Scottsdale, Arizona 85258 (the “Company”) and Continental Stock Transfer & Trust Company, a New York company, with offices at 1 State Street, 30th Floor, New York, NY 10004 (the “Rights Agent”).