0001627282-26-000070 Sample Contracts

PAYOFF OPTION AND STANDSTILL AGREEMENT
Payoff Option and Standstill Agreement • September 15th, 2026 • CaliberCos Inc. • Real estate

This PAYOFF OPTION AND STANDSTILL AGREEMENT (this “Agreement”) is made as of __________________, 2026 (the “Effective Date”), by and between CaliberCos Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”).

View Source
NOTE SUBSCRIPTION AGREEMENT AND RELEASE
Note Subscription Agreement • September 15th, 2026 • CaliberCos Inc. • Real estate • Delaware

This NOTE SUBSCRIPTION AGREEMENT AND RELEASE (this “Agreement”) is made as of __________________, 2026, by and between CaliberCos Inc., a Delaware corporation (the “Company”), and the undersigned (the “Subscriber”).

View Source
SERIES AAA PREFERRED SUBSCRIPTION AGREEMENT Marked changes to the Note Restructuring Version. Provisions not reproduced are unchanged.
Series Aaa Preferred Subscription Agreement • September 15th, 2026 • CaliberCos Inc. • Real estate

WHEREAS, the Company intends to offer (the “Offering”) for sale up to $38.5 million of shares of Series AAA Convertible Preferred Stock (the “Series AAA Preferred”) convertible into shares of the Company’s Class A common stock, par value $0.001, of the Company (the “Common Stock”). The forms of the Certificate of Designations, Preferences and Rights of the Series AAA Convertible Preferred Stock (the “COD”) is substantially in the form attached hereto as Exhibit A and the Series AAA Preferred and the shares of Class A common stock issuable upon conversion of such securities (the “Underlying Shares”) are being offered in reliance upon the exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) of Regulation D promulgated thereunder (“Regulation D”), the terms and conditions hereinafter set forth; and

View Source