Form 8-K

8-K — CaliberCos Inc.

Accession: 0001213900-26-043618

Filed: 2026-04-14

Period: 2026-04-09

CIK: 0001627282

SIC: 6500 (REAL ESTATE)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — ea0286242-8k_calibercos.htm (Primary)

EX-3.1 — CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF DESIGNATION FOR THE COMPANY'S SERIES A CONVERTIBLE PREFERRED STOCK (ea028624201ex3-1.htm)

EX-3.2 — CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS RELATING TO THE SERIES AAA CONVERTIBLE PREFERRED STOCK, DATED APRIL 9, 2026 (ea028624201ex3-2.htm)

EX-10.1 — SUBSCRIPTION AGREEMENT FOR CLASS A COMMON STOCK (ea028624201ex10-1.htm)

EX-10.2 — SUBSCRIPTION AGREEMENT FOR SERIES AAA CONVERTIBLE PREFERRED STOCK (ea028624201ex10-2.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

April 9, 2026

CALIBERCOS INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-41703

47-2426901

(Commission File Number)

(IRS Employer Identification No.)

8901 E. Mountain View Rd. Ste. 150, Scottsdale, AZ

85258

(Address of Principal Executive Offices)

(Zip Code)

(480) 295-7600

(Registrant’s Telephone Number, Including

Area Code)

N/A

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbols

Name of each exchange on which registered

Class A Common Stock, par value $0.001

CWD

The Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive

Agreement.

In March 2026, CaliberCos Inc. (the “Company”)

launched a note conversion program (the “Program”) pursuant to which holders (the “Note Holders”) of certain of

the Company’s unsecured, outstanding promissory notes (the “Notes”) may elect to convert all or part of their Notes

into (i) shares of the Company’s Class A common stock, par value $0.001 (“Common Stock”) pursuant to a common stock

subscription agreement, or (ii) shares of Series AAA Convertible Preferred Stock (“Series AAA Preferred Stock”) pursuant to

a preferred stock subscription agreement.

The subscription agreements provide for registration

rights for the shares of Common Stock and the shares of Common Stock issuable upon conversion of Series AAA Preferred Stock.

As of April 9, 2026, the Company has entered into

subscription agreements with the Note Holders whereby the Note Holders converted and cancelled an aggregate of $3,450,271 of outstanding

indebtedness of the Company, consisting of $1,921,771 of outstanding Notes in exchange for 1,707,900 shares of Class A Common Stock and

$1,528,500 of outstanding Notes in exchange for 1,529 shares of Series AAA Preferred Stock.

The foregoing is only a summary of the material terms

of the Program and the subscription agreements and does not purport to be a complete description of the rights and obligations of the

parties thereunder. The foregoing summary of the Program and the subscription agreements is qualified in its entirety by reference to

the forms of the common stock subscription agreement and the preferred stock subscription agreement, which are filed as Exhibit 10.1 and

Exhibit 10.2 to this Current Report, respectively, and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information in Item 1.01 regarding the issuance

of the shares of Common Stock, including the shares of Common Stock issuable upon conversion of the Series AAA Preferred Stock, is hereby

incorporated herein by reference.

As of the date of issuance of the shares of Common

Stock and shares of Series AAA Preferred Stock described herein, such shares of Common Stock, including the shares of Common Stock issuable

upon conversion of the Series AAA Preferred Stock, have not been registered under the Securities Act of 1933, as amended (the “Securities

Act”), or any state securities laws, and were issued to the respective recipients in transactions exempt from registration under

the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation

D promulgated thereunder. Accordingly, such shares of Common Stock constitute “restricted securities” within the meaning of

Rule 144 under the Act.

Item 3.03 Material Modification to Rights of Security Holders.

On April 9, 2026, the Company filed a Certificate

of Amendment (the “Series A Amendment”) to the Certificate of Designation for the Company’s Series A Convertible Preferred

Stock (the “Series A Certificate of Designation”) with the Delaware Secretary of State’s Office. Pursuant to the Series

A Amendment, the Series A Convertible Preferred Stock (the “Series A Preferred Stock”) will rank pari passu with the Series

AAA Preferred Stock and the conversion provisions in the Series A Certificate of Designation were restated in full to match the conversion

provisions in the Series AAA COD. The Series A Amendment was approved by the requisite holders of the Company’s Series A Convertible

Preferred Stock.

The foregoing summary of the Series A Amendment does

not purport to be complete and is subject to, and qualified in its entirety by, the copy of the Series A Amendment attached as Exhibit

3.1 to this Current Report, which is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Series A Preferred Stock

On November 26, 2024, the Company filed the Series

A Certificate of Designation with the Secretary of State of the State of Delaware to establish the preferences, voting powers, limitations

as to dividends or other distributions, qualifications, terms and conditions of redemption and other terms and conditions of the Company’s

Series A Preferred Stock. On April 9, 2026, the Company filed the Series A Amendment. The Series A Preferred Stock is subject to certain

rights, preferences, privileges, and obligations, including voluntary and mandatory conversion provisions, as well as beneficial ownership

restrictions and share cap limitations, as set forth in the Series A Certificate of Designation, as amended. The following is a summary

description of the terms and the general effect of the issuance of the shares of Series A Preferred Stock on the Company’s other

classes of registered securities.

Stated Value. Each share of Series A Preferred

Stock has an initial stated value of $400.00, subject to appropriate adjustment in relation to certain events, such as recapitalizations,

stock dividends, stock splits, stock combinations, reclassifications or similar events affecting our Series A Preferred Stock.

Dividends. The holders of the shares of

Series A Preferred Stock will be entitled to receive a twelve percent (12%) annual, non-cumulative dividend payable annually, at the Company’s

option, (i) in cash or (ii) in shares of the Company’s Class A common stock, at a price per share of Class A Common Stock equal

to the lower of (A) the average closing price of Class A Common Stock as quoted on the principal trading market, if any, in which the

shares of Class A Common Stock then trade (“Principal Market”) for the five trading days immediately preceding the date of

issuance, or (B) the closing price of the Class A Common Stock as quoted on the Principal Market on the trading day prior to the date

of issuance, but in no event less than $20.00 per share.

Optional Conversion. At any time and from

time to time, a holder of the shares of Series A Preferred Stock may, at its option, convert (i) up to thirty three and one-third

percent (33.3%) of the holder’s total shares of Series A Preferred Stock (the “First Tranche Convertible Shares”) at

a rate equal to the stated value divided by $2.50 (the “First Tranche Conversion Rate”), (ii) up to thirty three and

one-third percent (33.3%) of the holder’s total shares of Series A Preferred Stock (the “Second Tranche Convertible Shares”)

at a rate equal to the stated value divided by $3.50 (the “Second Tranche Conversion Rate”), and (iii) up to thirty three

and one-third percent (33.3%) of the holder’s total shares of Series A Preferred Stock (the “Third Tranche Convertible Shares”)

at a rate equal to the stated value divided by $4.50 (the “Third Tranche Conversion Rate”).

Voting Rights. The Series A Preferred Stock

will have no voting rights relative to matters submitted to a vote of our stockholders (other than as required by law). However, we may

not, without the affirmative vote or written consent of the holders of a majority of the then issued and outstanding Series A Preferred

Stock: (i) amend or waive any provision of the certificate of designation or otherwise take any action that modifies any powers, rights,

preferences, privileges or restrictions of the Series A Preferred Stock (other than an amendment solely for the purpose of changing the

number of shares of Series A Preferred Stock designated for issuance as provided in the certificate of designation); (ii) authorize, create

or issue shares of any class of stock having rights, preferences or privileges as to dividends or distributions upon a liquidation that

are superior to the Series A Preferred Stock; or (iii) amend our certificate of incorporation in a manner that adversely and materially

affects the rights of the Series A Preferred Stock.

Liquidation. In the event of any voluntary

or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of the Series A Preferred Stock then outstanding

will be entitled to receive in cash out of the assets of the Company, whether from capital or from earnings available for distribution

to its stockholders, before any amount will be paid to the holders of any of the capital stock of the Company of any class junior in rank

to the Series A Preferred Stock.

Ranking. The Series A Preferred Stock ranks

senior to our Series B Preferred Stock, Class A Common Stock and Class B common stock and pari passu with our Series AA Preferred Stock

and Series AAA Preferred Stock, with respect to the preferences provided for in the Certificate of Designation as to distributions and

payments upon the liquidation, dissolution and winding up of the Company

Redemption. The Company has the right to

redeem the outstanding shares of the Series A Preferred Stock at an amount equal to the Liquidation Preference, provided that the holders

of Series A Preferred Stock are granted thirty (30) calendar days to first exercise their conversion rights. “Liquidation Preference”

means, with respect to each outstanding share of Series A Preferred Stock, the sum of: (i) the amount of all accrued but unpaid dividends

on such share; plus (ii) the product of the stated value multiplied by 120%.

Amendments. The Certificate of Designation

may be amended by obtaining the affirmative vote of a majority of the outstanding shares of Series A Preferred Stock, voting separately

as a single class.

Series AAA Preferred Stock

On April 9, 2026, the Company filed the Series

AAA Preferred Stock Certificate of Designation with the Secretary of State of the State of Delaware (“Series AAA COD”) to

establish the preferences, voting powers, limitations as to dividends or other distributions, qualifications, terms and conditions of

redemption and other terms and conditions of the Company’s Series AAA Preferred Stock. The Series AAA Preferred Stock is subject

to certain rights, preferences, privileges, and obligations, including voluntary and mandatory conversion provisions, as well as beneficial

ownership restrictions and share cap limitations, as set forth in the Series AAA Certificate of Designation. The following is a summary

description of the terms and the general effect of the issuance of the shares of Series AAA Preferred Stock on the Company’s other

classes of registered securities.

Stated Value. Each share of Series AAA

Preferred Stock has an initial stated value of $1,000.00, subject to appropriate adjustment in relation to certain events, such as recapitalizations,

stock dividends, stock splits, stock combinations, reclassifications or similar events affecting the Company’s Series AAA Preferred

Stock.

Dividends. The holders of the shares of

Series AAA Preferred Stock will be entitled to receive a twelve percent (12%) annual, non-cumulative dividend payable quarterly, at the

Company’s option, (i) in cash or (ii) in shares of the Company’s Class A common stock, at a price per share

of Class A Common Stock equal to the lower of (A) the average closing price of Class A Common Stock as quoted on the principal

trading market, if any, in which the shares of Class A Common Stock then trade (“Principal Market”) for the five trading

days immediately preceding the date of issuance, or (B) the closing price of the Class A Common Stock as quoted on the Principal

Market on the trading day prior to the date of issuance.

Optional Conversion. At any time and from

time to time, a holder of the shares of Series AAA Preferred Stock may, at its option, convert (i) up to thirty three and one-third

percent (33.3%) of the holder’s total shares of Series AAA Preferred Stock (the “First Tranche Convertible Shares”)

at a rate equal to the stated value divided by $2.50 (the “First Tranche Conversion Rate”), (ii) up to thirty three and

one-third percent (33.3%) of the holder’s total shares of Series AAA Preferred Stock (the “Second Tranche Convertible Shares”)

at a rate equal to the stated value divided by $3.50 (the “Second Tranche Conversion Rate”), and (iii) up to thirty three

and one-third percent (33.3%) of the holder’s total shares of Series AAA Preferred Stock (the “Third Tranche Convertible Shares”)

at a rate equal to the stated value divided by $4.50 (the “Third Tranche Conversion Rate”).

Voting Rights.

Except as provided in the Series AAA COD or under Delaware law, the holders of shares of the Series AAA Preferred Stock do not

have voting rights.

Liquidation. In the event of any voluntary

or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of the Series AAA Preferred Stock then outstanding

will be entitled to receive in cash out of the assets of the Company, whether from capital or from earnings available for distribution

to its stockholders, before any amount will be paid to the holders of any of the capital stock of the Company of any class junior in rank

to the Series AAA Preferred Stock.

Ranking. The Series AAA Preferred Stock

ranks senior to the Company’s Series B Convertible Preferred Stock, Class A Common Stock and Class B common stock

and pari passu with the Company’s Series A Convertible Preferred Stock and Series AA Cumulative Redeemable Preferred Stock, with

respect to the preferences provided for in the Series AAA COD as to distributions and payments upon the liquidation, dissolution and winding

up of the Company.

Redemption. The Company has the right to

redeem the outstanding shares of the Series AAA Preferred Stock at an amount equal to the Liquidation Preference, provided that the holders

of Series AAA Preferred Stock are granted thirty (30) calendar days to first exercise their conversion rights. “Liquidation Preference”

means, with respect to each outstanding share of Series AAA Preferred Stock, the sum of: (i) the amount of all accrued but unpaid

dividends on such share; plus (ii) the stated value.

Amendments. The Certificate of Designation

may be amended by obtaining the affirmative vote of a majority of the outstanding shares of Series AAA Preferred Stock, voting separately

as a single class.

Listing. The Series AAA Convertible Preferred

Stock will not be listed on the Nasdaq Capital Market or any other exchange or trading market. The Company does not plan on making an

application to list the Series AAA Convertible Preferred Stock on the Nasdaq Capital Market, any other national securities exchange or

any other nationally recognized trading system. The Class A Common Stock issuable upon conversion of the Series AAA Convertible Preferred

Stock is listed on the Nasdaq Capital Market under the symbol “CWD.”

The foregoing summary of the Series AAA Certificate

of Designation does not purport to be complete and is subject to, and qualified in its entirety by, the copy of the Series AAA Certificate

of Designation attached as Exhibit 3.2 to this Current Report, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Exhibit

3.1

Certificate of Amendment to the Certificate of Designation for the Company’s Series A Convertible Preferred Stock

3.2

Certificate of Designation, Preferences and Rights relating to the Series AAA Convertible Preferred Stock, dated April 9, 2026

10.1

Subscription Agreement for Class A common stock

10.2

Subscription Agreement for Series AAA Convertible Preferred Stock

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Date: April 14, 2026

CaliberCos Inc.

By:

/s/ John C. Loeffler, II

Name:

John C. Loeffler, II

Title:

Chief Executive Officer

EX-3.1 — CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF DESIGNATION FOR THE COMPANY'S SERIES A CONVERTIBLE PREFERRED STOCK

EX-3.1

Filename: ea028624201ex3-1.htm · Sequence: 2

Exhibit 3.1

Delaware

The First State

I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE

OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “CALIBERCOS

INC.”, FILED IN THIS OFFICE ON THE NINTH DAY OF APRIL, A.D. 2026, AT 8:07 O’CLOCK A.M.

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF DESIGNATIONS, PREFERENCES

AND RIGHTS OF SERIES A CONVERTIBLE

PREFERRED STOCK OF CALIBERCOS INC.

CALIBERCOS INC.,

a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), and acting pursuant to Section

151 of the General Corporation Law of the State of Delaware (the “DGCL”), and Section 4.03 of the Corporation’s Third Amended

and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), does hereby certify as follows for

the purpose of amending and restating certain provisions of the Corporation’s Certificate of Designations, Preferences and Rights of Series

A Convertible Preferred Stock (the “Series A Certificate of Designation”), filed on November 26, 2024 with the Delaware Secretary

of State, to adjust certain terms of the Corporation’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Series

A Preferred Stock”):

1. The name of the Corporation is CaliberCos Inc., a Delaware corporation.

2. Section

1(vi) “Conversion Amount” of the Series A Certificate of Designation is hereby amended to mean, with respect to each Preferred

Share, as of the applicable date of determination, thirty-three and one-third percent (33.3%) of the Stated Value.

3. Section

l(xii) “First Tranche Convertible Shares” of the Series A Certificate of Designation is hereby amended to mean, with respect

to any holder of Preferred Shares, a number of Preferred Shares equal to thirty-three and one-third percent (33.3%) of the total Preferred

Shares held by the original holder of such Preferred Shares as of the Issuance Date (rounded down to the nearest whole share).

4. Section

l(xiii), Section l(xiv), Section l(xv), and Section l(xix) are hereby removed.

5. Section

l(xvi) “Initial Conversion Price” of the Series A Certificate of Designation is hereby amended to mean, on a per share basis,

as of any Conversion Date (as defined below) or other date of determination, an amount equal to $2.50, subject to adjustment as provided

herein.

6. Section

l(xxv) “Second Tranche Conversion Price” of the Series A Certificate of Designation is hereby amended to mean the product of

the Initial Conversion Price multiplied by 1.4.

7. Section

l(xxvii) “Second Tranche Convertible Shares” of the Series A Certificate of Designation is hereby amended to mean, with respect

to any holder of Preferred Shares, a number of Preferred Shares equal to thirty-three and one-third percent (33.3%) of the total Preferred

Shares as of the Issuance Date (rounded down to the nearest whole share).

8. Section

l(xxx) “Third Tranche Conversion Price” of the Series A Certificate of Designation is hereby amended to mean the product of

the Initial Conversion Price multiplied by 1.8.

9. Section

l(xxxii) “Third Tranche Convertible Shares” of the Series A Certificate of Designation is hereby amended to mean, with respect

to any holder of Preferred Shares, a number of Preferred Shares equal to thirty-three and one-third percent (33.3%) of the total Preferred

Shares held by the original holder of such Preferred Shares as of the Issuance Date (rounded down to the nearest whole share).

10. Section

3 of the Series A Certificate of Designation is hereby amended and restated as follows:

3. Conversion of Preferred Shares. The Preferred Shares shall be subject to the

conversion rights set forth in this Section 3.

a. Optional Conversion. At any time

and from time to time, any holder of Preferred Shares may, at its option, convert (i) all

or any portion of the First Tranche Convertible Shares at the First Tranche Conversion Rate,

(ii) all or any portion the Second Tranche Convertible Shares at the Second Tranche Conversion

Rate and (iii) all or any portion the Third Tranche Convertible Shares at the Third Tranche

Conversion Rate.

b. Adjustment to the Initial. Second Tranche and Third Tranche

Conversion Prices. In order to prevent dilution of the rights granted under this Certificate of Designations, the Initial, Second

Tranche and Third Tranche Conversion Prices will be subject to adjustment from time to time as provided in this Section

(3)(c).

i. Stock Dividends and Stock Splits. If the Company,

at any time after the Issuance Date: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Class

A Common Stock or any other equity or equity equivalent securities payable in shares of Class A Common Stock (which, for avoidance of

doubt, shall not include any Conversion Shares issued by the Company upon conversion of Preferred Shares), (ii) subdivides outstanding

shares of Class A Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares

of Class A Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Class A Common Stock any

shares of capital stock of the Company, then in each case the Initial Conversion Price shall be multiplied by a fraction of which the

numerator shall be the number of shares of Class A Common Stock (excluding treasury shares, if any) outstanding immediately before such

event and of which the denominator shall be the number of shares of Class A Common Stock outstanding immediately

after such event, and the number of shares issuable upon the conversion of the Preferred Shares shall be proportionately adjusted such

that the aggregate Initial Conversion Price of the Preferred Shares shall remain unchanged. Any adjustment made pursuant to this Section

(3)(c)(i) shall become effective immediately after the record date for the determination of stockholders entitled to receive such

dividend or distribution and shall become effective immediately after the effective date of the applicable event in the case of a subdivision,

combination or re-classification.

ii. Subsequent Rights

Offerings. In addition to any adjustments pursuant to Section (3)(c)(i)

above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants,

securities or other property pro rata to the record holders of any class of Class A Common Stock (the “Purchase

Rights”), then the holders of Preferred Shares will be entitled to acquire, upon the terms applicable to such Purchase

Rights, the aggregate Purchase Rights which each such holder could have acquired if such holder had held the number of shares of Class

A Common Stock acquirable upon complete conversion of such holder’s Preferred Shares (without regard to any limitations on exercise thereof)

immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record

is taken, the date as of which the record holders of shares of Class A Common Stock are to be determined for the grant, issue or sale

of such Purchase Rights.

iii. Notices.

1. Whenever the Initial Conversion Price is adjusted pursuant to any provision of this Section

(3)(c). the Company shall promptly deliver to each holder of Preferred Stock by email a notice setting forth the Initial Conversion

Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

2. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Class

A Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Class A Common Stock, (C)

the Company shall authorize the granting to all holders of the Class A Common

Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D)

the approval of any stockholders of the Company shall be required in connection with any reclassification of the Class A Common

Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets

of the Company, or any compulsory share exchange whereby the Class A Common Stock is converted into other securities, cash or

property or (E) the Company shall authorize the voluntary or involuntary dissolution,

liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or

agency maintained for the purpose of conversion of the Preferred Shares, and shall cause to be delivered by email to each Holder at

its last email address as it shall appear upon the stock books of the Company, at least ten (10) Trading Days prior to the

applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the

purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the

holders of the Class A Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to

be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to

become effective or close, and the date as of which it is expected that holders of the Class A Common Stock of record shall be

entitled to exchange their shares of the Class A Common Stock for securities, cash or other property deliverable upon such

reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any

defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such

notice. The Holder shall remain entitled to convert the Conversion Amount of the Preferred Shares (or any part hereof) during the

10-Trading Day period commencing on the date of such notice through the effective date of the event triggering such notice except as

may otherwise be expressly set forth herein.

c. Mechanics of Conversion.

i. Delivery of Conversion Shares Upon Conversion. The

date on which a conversion shall be deemed effective (the “Conversion Date”) shall be the Trading Day that the Conversion

Notice, completed and executed, is sent via email to, and received during regular business hours prior to 5:00 pm Eastern Time by, the

Company, provided, that the original certificate(s) (if any) representing the Preferred Shares being converted, duly endorsed, and the

accompanying Notice of Conversion, are received by the Company by the Share Delivery Date (as defined below). Not later than two (2) Trading

Days after each Conversion Date (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to

the converting holder (A) the number of Conversion Shares being acquired upon the conversion of the Preferred Shares, and (B) a bank check

in the amount of declared and unpaid dividends, if any. The Company shall deliver the Conversion Shares electronically through The Depository

Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in

such system and either (A) there is an effective registration statement permitting the issuance of the Conversion Shares to or resale

of the Conversion Shares by the Holder or (B) the Conversion Shares are eligible for resale by the holder without volume or manner-of-sale

limitations pursuant to Rule 144, and otherwise by either delivery of a book-entry statement or physical delivery of a certificate, registered

in the Company’s share register in the name of the holder or its designee.

ii. Obligation Absolute.

The Company’s obligation to issue and deliver the Conversion Shares upon conversion of Preferred Shares in accordance with the terms

hereof are absolute and unconditional, irrespective of any action or inaction by a holder to enforce the same, any waiver or consent

with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff,

counterclaim, recoupment, limitation or termination, or any breach or alleged breach by such holder or any other Person of any obligation

to the Company or any violation or alleged violation of law by such holder or any other Person, and irrespective of any other circumstance

which might otherwise limit such obligation of the Company to such holder in connection with the issuance of such Conversion Shares;

provided, however, that such delivery shall not operate as a waiver by the Company

of any such action that the Company may have against such holder.

iii. Reservation of

Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its authorized

and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Shares as herein provided, not

less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Subscription

Agreement) be issuable (taking into account the adjustments and restrictions as provided for herein) upon the conversion of the then

outstanding Preferred Shares. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly

authorized, validly issued, fully paid and nonassessable.

iv. Fractional Shares.

No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Preferred Shares. As to any fraction

of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Company shall at its election, either pay

a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Initial Conversion Price or

round up to the next whole share.

v. Transfer Taxes

and Expenses. The issuance of Conversion Shares on conversion of the Preferred Shares shall be made without charge to any holder

for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares, provided

that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery

of any such Conversion Shares upon conversion in a name other than that of the holders of such Preferred Shares and the Company shall

not be required to issue or deliver such Conversion Shares unless or until the Person or Persons requesting the issuance thereof shall

have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

The Company shall pay all transfer agent fees required for same-day processing of any Conversion Notice and all fees to the Depository

Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of

the Conversion Shares.

d. Limitation on Beneficial Ownership. The Company shall not effect the

conversion of any of the Preferred Shares held by a Holder, and such Holder shall not have the right

to convert any of the Preferred Shares held by such Holder pursuant to the terms and conditions of this Certificate of Designations and

any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, such

Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum

Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes

of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and the other Attribution

Parties shall include the number of shares of Common Stock held by such Holder and all other Attribution Parties plus the number of shares

of Common Stock issuable upon conversion of the Preferred Shares with respect to which the determination of such sentence is being made,

but shall exclude shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted Preferred Shares beneficially

owned by such Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion

of any other securities of the Company (including, without limitation, any convertible notes, convertible preferred stock or warrants,

including the Preferred Shares and the Warrants) beneficially owned by such Holder or any other Attribution Party subject to a limitation

on conversion or exercise analogous to the limitation contained in this Section 3(e). For purposes of this Section 3(e), beneficial ownership

shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding shares of

Common Stock a Holder may acquire upon the conversion of such Preferred Shares without exceeding the Maximum Percentage, such Holder may

rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly

Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement

by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common

Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives

a Conversion Notice from a Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding

Share Number, the Company shall notify such Holder in writing of the number of shares of Common Stock then outstanding and, to the extent

that such Conversion Notice would otherwise cause such Holder’s beneficial ownership, as determined pursuant to this Section 3(e), to

exceed the Maximum Percentage, such Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant

to such Conversion Notice. For any reason at any time, upon the written or oral request of any

Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to such Holder the number

of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after

giving effect to the conversion or exercise of securities of the Company, including such Preferred Shares, by such Holder and any

other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the

issuance of shares of Common Stock to a Holder upon conversion of such Preferred Shares results in such Holder and the other

Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of

outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which such

Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess

Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Holder shall not have the power to vote

or to transfer the Excess Shares. Upon delivery of a written notice to the Company, any Holder may from time to time increase (with

such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage of

such Holder to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the

Maximum Percentage will not be effective until the sixty-first (61’’) day after such notice is delivered to the Company and (ii) any

such increase or decrease will apply only to such Holder and the other Attribution Parties and not to any other Holder that is not

an Attribution Party of such Holder. For purposes of clarity, the shares of Common Stock issuable to a Holder pursuant to the terms

of this Certificate of Designations in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Holder

for any purpose including for purposes of Section 13(d) or Rule 16a-l(a)(l) of the 1934 Act. No prior inability to convert such

Preferred Shares pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with

respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a

manner otherwise than in strict conformity with the terms of this Section 3(e) to the extent necessary to correct this paragraph (or

any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in

this Section 3(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The

limitation contained in this paragraph may not be waived and shall apply to a successor holder of such Preferred Shares.

11. Section

7 of the Series A Certificate of Designation is hereby amended and restated as follows:

“Preferred

Rank; Participation. All Preferred Shares rank senior to the Series B Convertible Preferred Stock and Common Stock in respect to

the preferences provided for herein as to distributions and payments upon the liquidation, dissolution and winding up of the Company.

The rights of the shares of the Series B Convertible Preferred Stock Common Stock shall be subject to the preferences and relative rights

of the Preferred Shares as provided for herein. So long as any of the Preferred Shares remain outstanding, without the prior consent of

the holders of a majority of the Preferred Shares, except for the Series AA Convertible Preferred Stock and Series AAA Convertible Preferred

Stock of the Company, which shall rank pari passu with the Preferred Shares, the Company shall not authorize or issue additional or other

capital stock that is of rank senior to or pari passu with the Preferred Shares in respect of the preferences as to dividends or distributions

or payments upon the liquidation, dissolution or winding up of the Company.”

12. This

Certificate of Amendment was duly adopted by the board of directors of the Corporation by unanimous written consent and by the written

consent of the holders of the outstanding shares of the Corporation’s Series A Preferred Stock (the class of shares entitled to vote thereon)

in accordance with the provisions of Sections 242 and 228 of the DGCL.

[Signature page follows.]

IN WITNESS WHEREOF,

CaliberCos Inc. has caused this Certificate of Amendment to the Series A Certificate of Designation to be executed by the undersigned

as of this 8th day of April, 2026.

CALIBERCOS INC.

By: /s/ John C. Loeffier, II

Name: John C. Loeffier, II

Title: Chief Executive

Officer

EX-3.2 — CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS RELATING TO THE SERIES AAA CONVERTIBLE PREFERRED STOCK, DATED APRIL 9, 2026

EX-3.2

Filename: ea028624201ex3-2.htm · Sequence: 3

Exhibit 3.2

Delaware

The First State

I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY

OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF “CALIBERCOS

INC.”, FILED IN THIS OFFICE ON THE NINTH DAY OF APRIL, A.D. 2026, AT 8:08 O’CLOCK A.M.

CERTIFICATE OF DESIGNATIONS, PREFERENCES

AND

RIGHTS OF SERIES AAA CONVERTIBLE PREFERRED STOCK OF

CALIBERCOS INC.

CALIBERCOS INC. (the

“Company”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby

certify that, pursuant to authority conferred upon the Board of Directors of the Company by the Third Amended and Restated Certificate

of Incorporation of the Company, and pursuant to Section 151 of the General Corporation Law of the State of Delaware, the Board of Directors

of the Company duly adopted resolutions (i) authorizing a series of the Company’s previously authorized preferred stock, and (ii)

providing for the designations, preferences and relative, participating, optional or other rights, and the qualifications, limitations

or restrictions thereof, of forty thousand (40,000) shares of “Series AAA Convertible Preferred Stock” of the Company,

as follows:

RESOLVED, that pursuant to

the authority vested in the Board this Company, in accordance with the provisions of the Third Amended and Restated Certificate of Incorporation,

a series of preferred stock, par value $0.001 per share, of the Company be and hereby is created, and that the designation and number

of shares thereof and the voting and other powers, preferences and relative, participating, optional or other rights of the shares of

such Series AAA and the qualifications, limitations and restrictions thereof are as follows:

1. Certain

Defined Terms. For purposes of this Certificate of Designations, the following terms shall have the following meanings:

i. “1934

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

ii. “Attribution

Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder funds

or managed accounts, currently, or from time to time after the Initial Issuance Date, directly or indirectly managed or advised by a Holder’s

investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of such Holder or any of the foregoing,

(iii) any Person acting or who could be deemed to be acting as a Group together with such Holder or any of the foregoing and (iv) any

other Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated with such Holder’s and

the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of the foregoing is to subject collectively

such Holder and all other Attribution Parties to the Maximum Percentage.

iii. “Class

A Common Stock” shall mean the Company’s Class A common stock, par value $0.001.

iv. “Class

B Common Stock” shall mean the Company’s Class B common stock, par value $0.001.

v. “Common

Stock” means the Class A Common Stock and the Class B Common Stock.

vi. “Conversion

Amount” means, with respect to each Preferred Share, as of the applicable date of determination, thirty-three and one-third

percent (33.3%) of the Stated Value.

vii. “Conversion

Notice” means the form of Conversion Notice attached hereto as Exhibit I.

viii. “Conversion

Shares” means shares of Class A Common Stock issuable upon conversion of Preferred Shares.

ix. “Convertible

Security” means any stock or securities (other than Options) directly or indirectly convertible into or exchangeable or exercisable

for shares of Class A Common Stock.

x. “First

Tranche Conversion Price” means the Initial Conversion Price.

xi. “First

Tranche Conversion Rate” means a number of shares of Class A Common Stock determined by dividing (x) the Stated Value of such

First Tranche Convertible Share by (y) the First Tranche Conversion Price.

xii. “First

Tranche Convertible Shares” means, with respect to any holder of Preferred Shares, a number of Preferred Shares equal to thirty-three

and one-third percent (33.3%) of the total Preferred Shares held by the original holder of such Preferred Shares as of the Issuance Date

(rounded down to the nearest whole share).

xiii. “Initial

Conversion Price” means, on a per share basis, as of any Conversion Date (as defined below) or other date of determination,

an amount equal to $2.50, subject to adjustment as provided herein.

xiv. “Issuance

Date” means, with respect to each Preferred Share, the date of issuance of such Preferred Share.

xv. “Liquidation

Preference” means, with respect to each outstanding Preferred Share, the sum of: (i) the amount of all accrued but unpaid dividends

on such Preferred Share; plus (ii) the Stated Value.

xvi. “Options”

means any rights, warrants or options to subscribe for or purchase shares of Class A Common Stock or Convertible Securities.

xvii. “Pari

Passu Shares” means the shares of other classes or series of preferred stock of the Company, if any, that are of equal rank

with the Preferred Shares as to payments of funds in the event of a liquidation of the Company.

xviii. “Person”

means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization

or a government or any department or agency thereof or any other legal entity.

xix. “Preferred

Shares” means shares of Series AAA Convertible Preferred Stock, par value $0.001 per share.

xx.

“Principal Market” means, as of any time of determination, the principal trading market, if any, in which the shares

of Class A Common Stock then trade.

xxi. “Second

Tranche Conversion Price” means the product of the Initial Conversion Price multiplied by 1.4.

xxii. “Second

Tranche Conversion Rate” means a number of shares of Class A Common Stock determined by dividing (x) the Stated Value of such

Second Tranche Convertible Share by (y) the Second Tranche Conversion Price.

xxiii. “Second

Tranche Convertible Shares” means, with respect to any holder of Preferred Shares, a number of Preferred Shares equal to thirty-three

and one-third percent (33.3%) of the total Preferred Shares as of the Issuance Date (rounded down to the nearest whole share).

xxiv. “Stated

Value” means One Thousand Dollars ($1,000) per share, subject to adjustment for stock splits, stock dividends, recapitalizations,

reorganizations, reclassifications, combinations, subdivisions or other similar events occurring after the initial Issuance Date with

respect to the Preferred Shares.

xxv. “Subscription

Agreement” means that certain Subscription Agreement between the Company and the purchasers of Preferred Shares, as the same

may be amended, restated, modified or supplemented and in effect from time to time.

xxvi. “Third

Tranche Conversion Price” means the product of the Initial Conversion Price multiplied by 1.8.

xxvii. “Third

Tranche Conversion Rate” means a number of shares of Class A Common Stock determined by dividing (x) the Stated Value of such

Third Tranche Convertible Share by (y) the Third Tranche Conversion Price.

xxviii. “Third

Tranche Convertible Shares” means, with respect to any holder of Preferred Shares, a number of Preferred Shares equal to thirty-three

and one-third percent (33.3%) of the total Preferred Shares held by the original holder of such Preferred Shares as of the Issuance Date

(rounded down to the nearest whole share).

xxix. “Trading

Day” means any day on which the Principal Market is open for trading.

2. Dividends.

a. The

holders of the Preferred Shares shall be entitled to receive a twelve percent (12%) annual, non-cumulative dividend payable quarterly,

at the Company’s option, (i) in cash or (ii) in shares of the Class A Common Stock at a price per share of Class A Common Stock

equal to the lower of (A) the average closing price of Class A Common Stock as quoted on the Principal Market for the five Trading Days

immediately preceding the date of issuance, or (B) the closing price of the Class A Common Stock as quoted on the Principal Market on

the Trading Day prior to the date of issuance, but in no event less than $1.00 per share. Each such dividend shall be payable to the holders

of record of Preferred Shares as they appear in the register of members at the close of business on the applicable record date, which

shall be at least one (1) day prior to the applicable Dividend Payment Date as long as all of the Preferred Shares are in book-entry form

and, if all of the Preferred Shares are not in book-entry form, shall be at least ten (10) days prior to the applicable Dividend Payment

Date.

3. Conversion

of Preferred Shares. The Preferred Shares shall be subject to the conversion rights set forth in this Section 3.

a. Optional

Conversion. At any time and from time to time, any holder of Preferred Shares may, at its option, convert (i) all or any portion of

the First Tranche Convertible Shares at the First Tranche Conversion Rate, (ii) all or any portion the Second Tranche Convertible Shares

at the Second Tranche Conversion Rate and (iii) all or any portion the Third Tranche Convertible Shares at the Third Tranche Conversion

Rate.

b. Adjustment

to the Initial, Second Tranche and Third Tranche Conversion Prices. In order to prevent dilution of the rights granted under this

Certificate of Designations, the Initial, Second Tranche and Third Tranche Conversion Prices will be subject to adjustment from time to

time as provided in this Section (3)(c).

i. Stock

Dividends and Stock Splits. If the Company, at any time after the Issuance Date: (i) pays a stock dividend or otherwise makes a distribution

or distributions on shares of its Class A Common Stock or any other equity or equity equivalent securities payable in shares of Class

A Common Stock (which, for avoidance of doubt, shall not include any Conversion Shares issued by the Company upon conversion of Preferred

Shares), (ii) subdivides outstanding shares of Class A Common Stock into a larger number of shares, (iii) combines (including by way of

reverse stock split) outstanding shares of Class A Common Stock into a smaller number of shares, or (iv) issues by reclassification of

shares of the Class A Common Stock any shares of capital stock of the Company, then in each case the Initial Conversion Price shall be

multiplied by a fraction of which the numerator shall be the number of shares of Class A Common Stock (excluding treasury shares, if any)

outstanding immediately before such event and of which the denominator shall be the number of shares of Class A Common Stock outstanding

immediately after such event, and the number of shares issuable upon the conversion of the Preferred Shares shall be proportionately adjusted

such that the aggregate Initial Conversion Price of the Preferred Shares shall remain unchanged. Any adjustment made pursuant to this

Section (3)(c)(i) shall become effective immediately after the record date for the determination of stockholders entitled

to receive such dividend or distribution and shall become effective immediately after the effective date of the applicable event in the

case of a subdivision, combination or re-classification.

ii. Subsequent

Rights Offerings. In addition to any adjustments pursuant to Section (3)(c)(i) above, if at any time the Company grants,

issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the

record holders of any class of Class A Common Stock (the “Purchase Rights”), then the holders of Preferred Shares will

be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which each such holder could

have acquired if such holder had held the number of shares of Class A Common Stock acquirable upon complete conversion of such holder’s

Preferred Shares (without regard to any limitations on exercise thereof) immediately before the date on which a record is taken for the

grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of

Class A Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

iii. Notices.

1. Whenever

the Initial Conversion Price is adjusted pursuant to any provision of this Section (3)(c), the Company shall promptly deliver

to each holder of Preferred Stock by email a notice setting forth the Initial Conversion Price after such adjustment and setting forth

a brief statement of the facts requiring such adjustment.

2. If

(A) the Company shall declare a dividend (or any other distribution in whatever form) on the Class A Common Stock, (B) the Company shall

declare a special nonrecurring cash dividend on or a redemption of the Class A Common Stock, (C) the Company shall authorize the granting

to all holders of the Class A Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class

or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the

Class A Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of

the assets of the Company, or any compulsory share exchange whereby the Class A Common Stock is converted into other securities, cash

or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the

Company, then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of

the Preferred Shares, and shall cause to be delivered by email to each Holder at its last email address as it shall appear upon the stock

books of the Company, at least ten (10) Trading Days prior to the applicable record or effective date hereinafter specified, a notice

stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants,

or if a record is not to be taken, the date as of which the holders of the Class A Common Stock of record to be entitled to such dividend,

distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger,

sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the

Class A Common Stock of record shall be entitled to exchange their shares of the Class A Common Stock for securities, cash or other property

deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver

such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified

in such notice. The Holder shall remain entitled to convert the Conversion Amount of the Preferred Shares (or any part hereof) during

the 10-Trading Day period commencing on the date of such notice through the effective date of the event triggering such notice except

as may otherwise be expressly set forth herein.

c. Mechanics

of Conversion.

i. Delivery of Conversion Shares Upon Conversion. The date on which a conversion shall be deemed effective (the “Conversion Date”) shall be the Trading Day that the Conversion Notice, completed and executed, is sent via email to, and received during regular business hours prior to 5:00 pm Eastern Time by, the Company, provided, that the original certificate(s) (if any) representing the Preferred Shares being converted, duly endorsed, and the accompanying Notice of Conversion, are received by the Company by the Share Delivery Date (as defined below). Not later than two (2) Trading Days after each Conversion Date (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the converting holder (A) the number of Conversion Shares being acquired upon the conversion of the Preferred Shares, and (B) a bank check in the amount of declared and unpaid dividends, if any. The Company shall deliver the Conversion Shares electronically through The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Conversion Shares to or resale of the Conversion Shares by the Holder or (B) the Conversion Shares are eligible for resale by the holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by either delivery of a book-entry statement or physical delivery of a certificate, registered in the Company’s share register in the name of the holder or its designee.

ii. Obligation Absolute. The Company’s obligation to issue and deliver the Conversion Shares upon conversion of Preferred Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by a holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by such holder or any other Person of any obligation to the Company or any violation or alleged violation of law by such holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to such holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Company of any such action that the Company may have against such holder.

iii. Reservation of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Shares as herein provided, not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Subscription Agreement) be issuable (taking into account the adjustments and restrictions as provided for herein) upon the conversion of the then outstanding Preferred Shares. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.

iv. Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Preferred Shares. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Initial Conversion Price or round up to the next whole share.

v. Transfer Taxes and Expenses. The issuance of Conversion Shares on conversion of the Preferred Shares shall be made without charge to any holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such Conversion Shares upon conversion in a name other than that of the holders of such Preferred Shares and the Company shall not be required to issue or deliver such Conversion Shares unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Company shall pay all transfer agent fees required for same-day processing of any Conversion Notice and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Conversion Shares.

d. Limitation on Beneficial Ownership. The Company shall not effect the conversion of any of the Preferred Shares held by a Holder, and such Holder shall not have the right to convert any of the Preferred Shares held by such Holder pursuant to the terms and conditions of this Certificate of Designations and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, such Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and the other Attribution Parties shall include the number of shares of Common Stock held by such Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon conversion of the Preferred Shares with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted Preferred Shares beneficially owned by such Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes, convertible preferred stock or warrants, including the Preferred Shares and the Warrants) beneficially owned by such Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3(e). For purposes of this Section 3(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding shares of Common Stock a Holder may acquire upon the conversion of such Preferred Shares without exceeding the Maximum Percentage, such Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Conversion Notice from a Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify such Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause such Holder’s beneficial ownership, as determined pursuant to this Section 3(e), to exceed the Maximum Percentage, such Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of any Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including such Preferred Shares, by such Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to a Holder upon conversion of such Preferred Shares results in such Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which such Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, any Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage of such Holder to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to such Holder and the other Attribution Parties and not to any other Holder that is not an Attribution Party of such Holder. For purposes of clarity, the shares of Common Stock issuable to a Holder pursuant to the terms of this Certificate of Designations in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to convert such Preferred Shares pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3(e) to the extent necessary to correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 3(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of such Preferred Shares.

4. Voting

Rights. The holders of Preferred Shares shall be entitled to notice of all stockholder meetings at which holders of Class A Common

Stock shall be entitled to vote. Except as otherwise provided herein or as otherwise required by the Delaware General Corporation Law

(the “DGCL”), the holders of Preferred Shares shall have no voting rights.

5. Redemption.

a. Optional

Redemption by Company. At any time and from time to time, upon written notice to the holders of Preferred Shares, the Company shall

be entitled to redeem all or a portion of the outstanding Preferred Shares the applicable Liquidation Preference. Following such written

notice, the holders of Preferred Shares shall be granted thirty (30) calendar days to exercise their conversion rights set forth in Section

3(a) prior to such redemption.

b. Redemption

Payments. Any redemption of Preferred Shares pursuant to the terms of this Certificate of Designations (any such redemption, shall

be payable out of any cash legally available therefor.

6. Liquidation,

Dissolution, Winding-Up. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders

of the Preferred Shares shall be entitled to receive in cash out of the assets of the Company, whether from capital or from earnings available

for distribution to its stockholders, before any amount shall be paid to the holders of any of the capital stock of the Company of any

class junior in rank to the Preferred Shares in respect of the preferences as to the distributions and payments on the liquidation, dissolution

and winding up of the Company, an amount per Preferred Share equal to the Liquidation Preference (the “Preferred Funds”).

The balance of all proceeds after the Preferred Funds are paid shall be distributed pro rata to holders of Class A Common Stock and Class

B Common Stock. However, if the Preferred Funds are insufficient to pay the full amount due to the holders of Preferred Shares and holders

of any Pari Passu Shares, then each holder of Preferred Shares and Pari Passu Shares shall receive a percentage of the Preferred Funds

equal to the full amount of Preferred Funds payable to such holder as a liquidation preference, in accordance with their respective Certificate

of Designations, Preferences and Rights, as a percentage of the full amount of Preferred Funds payable to all holders of Preferred Shares

and Pari Passu Shares.

7. Preferred

Rank; Participation. All Preferred Shares rank senior to the Series B Convertible Preferred Stock and the Common Stock in respect

to the preferences provided for herein as to distributions and payments upon the liquidation, dissolution and winding up of the Company.

The rights of the shares of the Series B Convertible Preferred Stock and the Common Stock shall be subject to the preferences and

relative rights of the Preferred Shares as provided for herein. So long as any of the Preferred Shares remain outstanding, without the

prior consent of the holders of a majority of the Preferred Shares, except for the Series A Convertible Preferred Stock and Series AA

Cumulative Redeemable Preferred Stock of the Company, which shall rank pari passu with the Preferred Shares, the Company shall not authorize

or issue additional or other capital stock that is of rank senior to or pari passu with the Preferred Shares in respect of the preferences

as to dividends or distributions or payments upon the liquidation, dissolution or winding up of the Company.

8. Vote

to Change the Terms of or Issue Preferred Shares; Amendment. In addition to any other rights provided by law, except where the vote

or written consent of the holders of a greater number of shares is required by law or by another provision of the Third Amended and Restated

Certificate of Incorporation, without first obtaining the affirmative vote at a meeting duly called for such purpose or the written consent

without a meeting of the holders of a majority of the outstanding Preferred Shares, the Company shall not effect any change to this Certificate

of Designations or the Company’s Third Amended and Restated Certificate of Incorporation that would amend, alter, change, repeal

or otherwise affect any of the powers, designations, preferences and rights of the Preferred Shares.

9. Lost

or Stolen Certificates. The Preferred Shares shall be uncertificated. If the Preferred Shares are or become certificated, upon receipt

by the Company of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of any Preferred Stock Certificates

representing the Preferred Shares, and, in the case of loss, theft or destruction, of an indemnification undertaking by the holder to

the Company and, in the case of mutilation, upon surrender and cancellation of the Preferred Stock Certificate(s), the Company shall execute

and deliver new preferred stock certificate(s) of like tenor and date; provided, however, the Company shall not be obligated to re-issue

preferred stock certificates if the holder contemporaneously requests the Company to convert the Preferred Shares represented thereby

into Class A Common Stock.

10. Remedies;

Other Obligations. The remedies provided in this Certificate of Designations shall be cumulative and in addition to all other remedies

available under this Certificate of Designations, at law or in equity (including a decree of specific performance and/or other injunctive

relief), no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing

herein shall limit a holder’s right to pursue actual damages for any failure by the Company to comply with the terms of this Certificate

of Designations. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof)

shall be the amounts to be received by the holder thereof and shall not, except as expressly provided herein, be subject to any other

obligation of the Company (or the performance thereof).

11. Payment

Set Aside. To the extent that the Company makes a payment or payments to the holders of Preferred Shares hereunder or such holders

enforce or exercise their rights hereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof

are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be

refunded, repaid or otherwise restored to the Company by a trustee, receiver or any other Person under any law (including any bankruptcy

law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part

thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made

or such enforcement or setoff had not occurred.

12. Noncircumvention.

The Company hereby covenants and agrees that the Company will not, by amendment of its Third Amended and Restated Certificate of Incorporation,

Amended and Restated Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution,

issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of

this Certificate of Designations, and will at all times in good faith carry out all the provisions of this Certificate of Designations

and take all action as may be required to protect the rights of the holders of Preferred Shares hereunder. Without limiting the generality

of the foregoing or any other provision of this Certificate of Designations or the other Transaction Documents, the Company (a) shall

not increase the par value of any shares of Class A Common Stock receivable upon the conversion of any Preferred Shares above the Initial

Conversion Price then in effect, (b) shall take all such actions as may be necessary or appropriate in order that the Company may validly

and legally issue fully paid and non-assessable shares of Class A Common Stock upon the conversion of Preferred Shares and (c) shall,

so long as any Preferred Shares are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued

shares of Class A Common Stock, solely for the purpose of effecting the conversion of the Preferred Shares, the maximum number of shares

of Class A Common Stock as shall from time to time be necessary to effect the conversion of the Preferred Shares then outstanding (without

regard to any limitations on conversion contained herein).

13. Specific

Shall Not Limit General; Construction. No specific provision contained in this Certificate of Designations shall limit or modify any

more general provision contained herein. This Certificate of Designations shall be deemed to be jointly drafted by the Company and all

holders of Preferred Shares and shall not be construed against any person as the drafter hereof.

14. Status

of Converted or Redeemed Series AAA Preferred Stock. Preferred Shares may only be issued pursuant to the Subscription Agreement. If

any Preferred Shares shall be converted, redeemed or reacquired by the Company, such shares shall resume the status of authorized but

unissued shares of Preferred Stock and shall no longer be designated as Series AAA Convertible Preferred Stock.

15.  Amendment.

This Certificate of Designations or any provision hereof may be amended by obtaining the affirmative vote at a meeting duly called for

such purpose, or written consent without a meeting in accordance with the DGCL, of a majority of the outstanding shares of Preferred Shares,

voting separate as a single class, and with such other stockholder approval, if any, as may then be required pursuant to the DGCL and

the Third Amended and Restated Certificate of Incorporation. Such amendment shall apply to all holders of Preferred Shares.

16. Jurisdiction;

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designations

shall be governed by the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision

or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction

other than the State of Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the Chancery Court of the State

of Delaware and any state appellate court therefrom sitting in the State of Delaware (or, if the Chancery Court of the State of Delaware

declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), for the adjudication

of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably

waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of

any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding

is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action

or proceeding by mailing a copy thereof to such party at the address for such notices to it in the Subscription Agreement and agrees that

such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit

in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND

AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS CERTIFICATE

OF DESIGNATIONS.

17. Notice.

Any and all notices or other communications or deliveries to be provided to the Company hereunder, including, without limitation, any

Conversion Notice, shall be in writing and delivered personally, via email or sent by a nationally recognized overnight courier service,

addressed to CaliberCos, Inc., at 8901 E. Mountain View Rd. Ste 150, Scottsdale, Arizona 85258, Attention: Jade Leung, email: Jade.Leung@caliberco.com,

or such other email address or mailing address as the Company may specify for such purposes by notice to the holders. Any and all notices

or other communications or deliveries to be provided to a holder hereunder shall be in writing and delivered personally, by email at the

email address of such holder appearing on the books of the Company, or if no such email address appears on the books of the Company, sent

by a nationally recognized overnight courier service addressed to such holder, at the principal place of business of such holder.

* * * * * *

IN WITNESS WHEREOF, the Company

has caused this Certificate of Designations of Series AAA Convertible Preferred Stock of CALIBERCOS INC. to be signed by

its Chief Executive Officer on this 8th day of April, 2026.

CALIBERCOS  INC.

By: /s/ John C. Loeffler, II

Name: John C. Loeffler, II

Title: Chief Executive Officer

EXHIBIT I

CALIBERCOS INC.

CONVERSION NOTICE

Reference is made to the Certificate of Designations,

Preferences and Rights of the Series AAA Convertible Preferred Stock of CALIBERCOS INC. (the “Certificate of Designations”).

In accordance with and pursuant to the Certificate of Designations, the undersigned hereby elects to convert the number of shares of Series AAA

Convertible Preferred Stock, with a stated value of $1,000 per share (the “Preferred Shares”), of CALIBERCOS INC.,

a Delaware corporation (the “Company”), indicated below into shares of Class A common stock, $0.001 value per share

(the “Common Stock”), of the Company, as of the date specified below.

Date of Conversion:__________________________________________________________________

Aggregate number of

Preferred Shares to be converted ________________________________________________________

Aggregate Stated Value of such

Preferred Shares to be converted: ________________________________________________________

AGGREGATE CONVERSION

AMOUNT TO BE CONVERTED: _______________________________________________________

Please confirm the following information:

Initial Conversion Price: ________________________________________________________________

Number of shares of Common Stock to be issued: ____________________________________________

☐            If

this Conversion Notice is being delivered with respect to an Triggering Event Conversion, check here if Holder is electing to use the

following Alternate Conversion Price:

Please issue the Common Stock into which the applicable Preferred Shares

are being converted to Holder, or for its benefit, as follows:

¨ Check

here if requesting delivery as a certificate to the following name and to the following address:

Issue to: _______________________________________________________

________________________________________________________

¨ Check

here if requesting delivery by Deposit/Withdrawal at Custodian as follows:

DTC Participant:

DTC Number:

Account Number:

Date:

Name of Registered Holder

By:

Name:

Title:

Tax ID:_______________________________

E-mail Address:

ACKNOWLEDGMENT

The Company hereby (a) acknowledges

this Conversion Notice, (b) certifies that the above indicated number of shares of Common Stock [are][are not] eligible to be resold

by the applicable Holder either (i) pursuant to Rule 144 (subject to such Holder’s execution and delivery to the Company

of a customary 144 representation letter) or (ii) an effective and available registration statement and (c) hereby directs

______________________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions

dated                                ,

20            from the Company and acknowledged and agreed

to by                                                 .

CALIBERCOS INC.

By:

Name:

Title:

EX-10.1 — SUBSCRIPTION AGREEMENT FOR CLASS A COMMON STOCK

EX-10.1

Filename: ea028624201ex10-1.htm · Sequence: 4

Exhibit 10.1

FORM OF

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT

(“Subscription Agreement”) made as of this day of______, 2026, by and between CaliberCos Inc., a Delaware corporation

(the “Company”), and__________________ having an address at __________________ (the “Subscriber”).

Company and Subscriber may be collectively referred to for purposes of this Subscription Agreement as the “Parties.”

RECITALS

WHEREAS, the Company intends

to offer (the “Offering”) for sale up to $20 million of the Company’s Class A common stock, par value $0.001

(the “Common Stock”) 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”);

WHEREAS, the Offering is being

made to holders of Unsecured Subordinated Promissory Notes due twelve months from the date of issuance (the “Existing Notes”)

pursuant to which the Subscriber will pay the purchase price for the Common Stock through the cancellation and exchange of all or a portion

of the Subscriber’s Existing Notes as indicated on the signature page hereto, all pursuant to the terms and conditions hereinafter

set forth; and

WHEREAS, the Subscriber desires

to acquire the Common Stock in the amounts as set forth on the Subscriber’s signature page to this Subscription Agreement (such

securities, the “Securities”).

NOW, THEREFORE, for and in

consideration of the promises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:

AGREEMENT

1. Subscription Procedure

1.1 Subscription for Securities.

Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for, and agrees to purchase from the Company,

the Securities in such denominations as set forth upon the signature page hereof.

1.2 Closing. The Offering

will be conducted in two separate closings (each, a “Closing” and the date of each closing, the “Closing Date”).

The initial closing date shall be March 31, 2026 (the “Initial Closing Date”), and the final closing date shall be

June 30, 2026 (the “Final Closing Date”). Subscribers that execute a Subscription Agreement on or before the Initial

Closing Date shall pay a per share price equal to the lower of: (i) the average closing price of the shares of the Common Stock as reported

on Nasdaq for the five trading days immediately preceding the Initial Closing Date, or (ii) the closing bid price of the trading day immediately

preceding the Initial Closing Date. Subscribers that execute a Subscription Agreement after the Initial Closing Date but on or before

the Final Closing Date shall pay a per share price equal to the lower of: (i) the average closing price of the shares of the Common Stock

as reported on Nasdaq for the five trading days immediately preceding the Final Closing Date, or (ii) the closing bid price of the trading

day immediately preceding the Final Closing Date. There is no minimum offering amount required in order to consummate any Closing.

1.3 Registration Rights.

The Subscriber and the Company shall enter into a Registration Rights Agreement, attached hereto as Exhibit A (the “RRA”),

pursuant to which the Company will agree to use commercially reasonable efforts to register the Securities as described therein.

1.4 Rejection of Orders.

The Subscriber understands and agrees that the Company reserves the right to reject any subscription, in whole or in part. The Company

may, in its sole discretion, terminate or withdraw the Offering in its entirety at any time prior to a Closing in relation thereto. If

this subscription is rejected in whole or the Offering is terminated, this Subscription Agreement shall thereafter be of no further force

or effect. If this subscription is rejected in part, this Subscription Agreement will continue in full force and effect to the extent

this subscription was accepted.

2. Representations and Covenants of Subscriber

The Subscriber represents and warrants to the

Company that:

2.1 The Subscriber has good

and valid title to its Existing Note(s), free and clear of all restrictions, liens, charges or encumbrances (collectively the “Restrictions”),

and is converting the Existing Note(s) free and clear of any and all such Restrictions.

2.2

The Subscriber recognizes that the purchase of the Securities involves a high degree of risk in that (i) the Company may need additional

capital to operate its business but has no assurance of additional necessary capital; (ii) an investment in the Company is highly speculative

and only investors who can afford the loss of their entire investment should consider investing in the Securities; (iii) an investor may

not be able to liquidate his, her or its investment in the Securities; (iv) transferability of the Securities is extremely limited; (v)

an investor could sustain the loss of his, her or its entire investment; and (vi) the Company is and will be subject to numerous other

risks and uncertainties, including without limitation, significant and material risks relating to the Company’s business and operations,

and the industries, markets and geographic regions in which the Company competes, all as more fully set forth in the Company’s SEC

Reports, as that term is defined herein.

2.3 The Subscriber represents

that he, she or it is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities

Act, as indicated by his, her or its Investor Questionnaire, and that he, she or it is able to bear the economic risk of an investment

in the Securities. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable

contingencies and has no need for liquidity of his, her, or its investment in the Securities for an indefinite period of time. The Subscriber

must complete the applicable Investor Questionnaire, a form of which is attached hereto as Appendix I, to enable the Company to

assess the Subscriber’s eligibility for the Offering.

2.4 The Subscriber represents

that all information which the Subscriber has provided to the Company concerning the Subscriber or the Subscriber’s investor status,

financial position, knowledge and experience in financial and business matters, or, in the case of a corporation, trust, partnership,

limited liability company, or other entity, the knowledge and experience in financial and business matters of the person making the investment

decision on behalf of such entity, including all information contained herein, is correct and complete as of the date of this Agreement,

and if there should be any adverse change in such information prior to this subscription being accepted, the Subscriber will immediately

provide the Company with such information.

2.5 The Subscriber acknowledges

that he, she or it has such knowledge and prior investment experience, including without limitation, investment in private, non-listed

and non-registered securities and development-stage companies with limited operating histories, or he, she or it has employed the services

of an investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company both to him,

her or it and to all other prospective investors in the Offering and to evaluate the merits and risks of such an investment on his, her

or its behalf, and that he, she or it recognizes the highly speculative nature of this investment.

2.6 The Subscriber acknowledges

receipt and careful review of this Agreement, the RRA and the Offering Memorandum attached hereto as Exhibit B (the “Offering

Documents”) and hereby represents that he, she or it has been furnished or given access by the Company during the course of

the Offering with or to all information regarding the Company and its financial conditions and results of operations which he, she or

it had requested or desired to know; that all documents which could be reasonably provided have been made available for his, her or its

inspection and review; that he, she or it has been afforded the opportunity to ask questions of and receive answers from duly authorized

representatives of the Company concerning the terms and conditions of the Offering, and any additional information which he, she or it

had requested. The Subscriber further represents and acknowledges that the Subscriber has not seen or received any advertisement or general

solicitation with respect to the sale of any of the securities of the Company, including, without limitation, the Securities.

2.7 The Subscriber acknowledges

that the Offering of the Securities may involve tax consequences, and that the contents of the Offering Documents do not contain tax advice

or information. The Subscriber acknowledges that he, she or it must retain his, her or its own professional advisors to evaluate the tax

and other consequences of an investment in the Securities.

2.8 The Subscriber acknowledges

that the Offering of the Securities has not been reviewed or approved by the SEC because the Offering is intended to be a nonpublic offering

pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. The Subscriber represents

that the Securities are being purchased for his, her or its own account, for investment and not for distribution or resale to others.

The Subscriber agrees that he, she or it will not sell or otherwise transfer any of the Securities unless they are registered under the

Securities Act or unless an exemption from such registration is available and, upon the Company’s request, the Company receives

an opinion of counsel reasonably satisfactory to the Company confirming that an exemption from such registration is available for such

sale or transfer.

2.9 The Subscriber understands

that the Securities have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities

Act which depends, in part, upon his, her or its investment intention. The Subscriber realizes that, in the view of the SEC, a purchase

now with the intention to distribute would represent a purchase with an intention inconsistent with his, her or its representation to

the Company, and the SEC might regard such a distribution as a deferred sale to which such exemption is not available.

2.10 Subscriber understands

the Securities are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Subscriber

understands the Securities will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and

Subscriber understands that the certificates or book-entries representing the Securities will contain a legend in respect of such restrictions.

If in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered,

resold, pledged or otherwise transferred only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from

registration. Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition

precedent to any such transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company.

Absent registration or an exemption, the Subscriber agrees not to resell the Securities.

2.11 The Subscriber acknowledges

and consents to the placement of one or more legends on any certificate or other document evidencing his, her or Securities, stating that

they have not been registered under the Securities Act, substantially in the form as set forth below and setting forth or referring to

the restrictions on the transferability and sale thereof:

THESE SECURITIES REPRESENTED HEREBY

HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION

FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE

OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION

FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE

SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY

ACCEPTABLE TO THE COMPANY.

2.12 The Subscriber understands

that the Company will review this Subscription Agreement and the Investor Questionnaire and agrees that the Company reserves the unrestricted

right to reject or limit any subscription and to close the Offering pursuant to the terms of the Offering Documents.

2.13 The Subscriber hereby

represents that the address of the Subscriber furnished by him, her or it at the signature page of this Subscription Agreement and in

the Investor Questionnaire is the Subscriber’s principal residence if the Subscriber is an individual or its principal business

address if the Subscriber is a corporation or other entity.

2.14 The Subscriber acknowledges

that if the Subscriber is a Registered Representative of a Financial Industry Regulatory Authority (“FINRA”) member

firm, the Subscriber must give such firm the notice required by the FINRA Conduct Rules, or any applicable successor rules of the FINRA,

receipt of which must be acknowledged by such firm on the signature page hereof. The Subscriber shall also notify the Company if the Subscriber

or any affiliate of Subscriber is a registered broker-dealer with the SEC, in which case the Subscriber represents that the Subscriber

is purchasing the Securities in the ordinary course of business and, at the time of purchase of the Securities, has no agreements or understandings,

directly or indirectly, with any person to distribute the Securities or any portion thereof.

2.15 The Subscriber hereby

represents that, except as set forth in the Offering Documents, no representations or warranties have been made to the Subscriber by either

the Company or its agents, employees or affiliates and in entering into this transaction, the Subscriber is not relying on any information,

other than that contained in the Offering Documents and the results of independent investigation by the Subscriber.

2.16 The Subscriber agrees

that he, she or it will purchase the Securities in the Offering only if his, her or its intent at such time is to make such purchase for

investment purposes and not with a view toward resale.

2.17 If the Subscriber is

a partnership, corporation, trust or other entity, such partnership, corporation, trust or other entity further represents and warrants

that: (i) it was not formed for the purpose of investing in the Company; (ii) it is authorized and otherwise duly qualified to purchase

and hold the Securities; and (iii) that this Subscription Agreement has been duly and validly authorized, executed and delivered and constitutes

the legal, binding and enforceable obligation of the Subscriber.

2.18 If the Subscriber is

not a United States person, such Subscriber hereby represents that he, she or it has satisfied himself/herself/itself as to the full observance

of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Subscription Agreement,

including (i) the legal requirements within his/her/its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions

applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other

tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Securities. Such Subscriber’s

subscription and payment for, and his, her or its continued beneficial ownership of the Securities, will not violate any applicable securities

or other laws of the Subscriber’s jurisdiction.

2.19 The Subscriber acknowledges

that (i) the Offering Documents contain material, non-public information concerning the Company, and (ii) the Subscriber is obtaining

such material, non-public information solely for the purpose of considering whether to purchase the Securities pursuant to a private placement

that is exempt from registration under the Act. The Subscriber agrees to keep such information confidential and not to disclose it to

any other person or entity except the Subscriber’s legal counsel, advisors and other representatives who have agreed (i) to keep

such information confidential, (ii) to use such information only for the purpose set forth above, and (iii) to comply with applicable

securities laws with respect to such information.

2.20 The Subscriber agrees

to indemnify and hold harmless the Company and its officers, directors, employees and affiliates and each other person, if any, who controls

any of the foregoing, against any loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses

whatsoever reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever)

arising out of or based upon any false representation or warranty by the Subscriber, or the Subscriber’s breach of, or failure to

comply with, any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to the Company

or its respective officers, directors, employees or affiliates or each other person, if any, who controls any of the foregoing in connection

with this transaction.

2.21 The Subscriber understands

and acknowledges that (i) the Securities are being offered and sold to the Subscriber without registration under the Securities Act in

a private placement that is exempt pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder;

and (ii) the availability of such exemption depends in part on, and that the Company will rely upon the accuracy and truthfulness of,

the foregoing representations made by the Subscriber, and such Subscriber hereby consents to such reliance.

2.22 The Subscriber understands

and acknowledges that he, she or it will at all times be in compliance with any and all state and federal securities and other laws, statutes

and regulations regarding his, her or its ownership and/or any sale, transfer or hypothecation of the Securities including but not limited

to those rules and regulations promulgated by the SEC, FINRA and any exchange on which the Company’s securities are listed, if applicable,

and those of federal and state governments and other agencies such as improper short selling of the Company’s securities and failure

to properly file all documents required by the SEC or otherwise, to the extent such rules and regulations are applicable to the Securities.

2.23 The Subscriber understands

and agrees that an investment in the Securities involves special risks, and the undersigned understands those risks (including without

limitation the risks set forth in the Offering Documents), and the Subscriber is expressly assuming such risks. The Subscriber acknowledges

and is aware that the Securities are speculative investments which involve a high degree of risk of loss by the Subscriber of his, her

or its entire investment in the Company. The Subscriber agrees and acknowledges that it is the Subscriber’s sole responsibility

to conduct a “due diligence” investigation of the Company and the financial prospects of the Company. The Subscriber has not

relied on the Company for due diligence or suitability or investment recommendations.

2.24 The Subscriber should

check the Office of Foreign Assets Control (“OFAC”) website at http://www.treas.gov/ofac before making the following

representations.

(a) The Subscriber represents that

the amounts invested by him, her or it in the Company in the Offering were not and are not directly or indirectly derived from activities

that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations

and Executive Orders administered by OFAC prohibit, among other things, the engagement in transactions with, and the provision of services

to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and

entities can be found on the OFAC website at http://www.treas.gov/ofac. In addition, the programs administered by OFAC (the “OFAC

Programs”) prohibit dealing with individuals1 or entities in certain countries regardless of whether such individuals

or entities appear on the OFAC lists.

(b) To the best of the Subscriber’s

knowledge, none of: (1) the Subscriber; (2) any person controlling or controlled by the Subscriber; (3) if the Subscriber is a privately-held

entity, any person having a beneficial interest in the Subscriber; or (4) any person for whom the Subscriber is acting as agent or nominee

in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited

under the OFAC Programs. The Subscriber understands that the Company may not accept any amounts from a prospective investor if such prospective

investor cannot make the representation set forth in the preceding paragraph. The Subscriber agrees to promptly notify the Company should

the Subscriber become aware of any change in the information set forth in these representations. The Subscriber understands and acknowledges

that, by law, the Company may be obligated to “freeze the account” of the Subscriber, either by prohibiting additional subscriptions

from the Subscriber, declining any redemption requests and/or segregating the assets in the account in compliance with governmental regulations,

and may also be required to report such action and to disclose the Subscriber’s identity to OFAC. The Subscriber further acknowledges

that the Company may, by written notice to the Subscriber, suspend the redemption rights, if any, of the Subscriber if the Company reasonably

deems it necessary to do so to comply with anti-money laundering regulations applicable to the Company or any of the Company’s other

service providers. These individuals include specially designated nationals, specially designated narcotics traffickers and other parties

subject to OFAC sanctions and embargo programs.

knowledge, none of: (1) the Subscriber; (2) any person controlling or controlled by the Subscriber; (3) if the Subscriber is a privately-held

entity, any person having a beneficial interest in the Subscriber; or (4) any person for whom the Subscriber is acting as agent or nominee

in connection with this investment is a senior foreign political figure,2 or any immediate family3 member or close

associate4 of a senior foreign political figure, as such terms are defined in the footnotes below.

1 These individuals include specially

designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs.

2 A “senior foreign political

figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branches of a foreign

government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned

corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has

been formed by, or for the benefit of, a senior foreign political figure.

3 “Immediate family”

of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws.

4 A “close associate”

of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the

senior foreign political figure and includes a person who is in a position to conduct substantial domestic and international financial

transactions on behalf of the senior foreign political figure.

3. Representations and Covenants by the Company

The Company represents and warrants to the Subscriber

that:

3.1 Organization and Authority.

The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware. The Company has

all requisite corporate power and authority to execute, deliver and perform its obligations under this Subscription Agreement and the

Offering Documents being executed and delivered by it in connection herewith, and to consummate the transactions contemplated hereby and

thereby. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions

in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those

jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

3.2 Authorization.

The Offering Documents have been duly and validly authorized by the Company. This Subscription Agreement, assuming due execution and delivery

by the Subscriber, when the Subscription Agreement is executed and delivered by the Company, will be, valid and binding obligations of

the Company, enforceable in accordance with their respective terms, except as the enforceability hereof and thereof may be limited by

bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’

rights generally and general principles of equity, regardless of whether enforcement is considered in a proceeding in equity or at law.

3.3 Issuance of the Securities.

The Securities are duly authorized and, when issued and paid for in accordance with the applicable Offering Documents, will be duly and

validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Company. The Company shall reserve from its duly

authorized capital stock the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant

to the Offering Documents.

3.4 Non-Contravention.

The execution and delivery of the Offering Documents by the Company and the issuance of the Securities as contemplated by the Offering

Documents do not and will not, with or without the giving of notice or the lapse of time, or both, (i) result in any violation of any

provision of the articles of incorporation or by-laws or similar instruments of the Company or its subsidiaries, (ii) violate or contravene

any applicable law, rule or regulation or any applicable decree, judgment or order of any court, United States federal or state regulatory

body, administrative agency or other governmental body having jurisdiction over the Company or any of its subsidiaries or any of its respective

properties or assets that would have a material adverse effect on the business, properties, operations, condition (financial or other),

results of operations or prospects of the Company and its subsidiaries, taken as a whole, or the validity or enforceability of, or the

ability of the Company to perform its obligations under, the Offering Documents, or (iii) have any material adverse effect on any permit,

certification, registration, approval, consent, license or franchise necessary for the Company or its subsidiaries to own or lease and

operate any of its properties and to conduct any of its business or the ability of the Company or its subsidiaries to make use thereof.

3.5 Consents. The Company

is not required to obtain any consent from, authorization or order of, or make any filing or registration with, any Governmental Entity

(as defined below) or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any

of its respective obligations under or contemplated by the Offering Documents, in each case, in accordance with the terms hereof or thereof

(other than (i) the filing with the Securities and Exchange Commission (the “SEC”) of (A) one or more registration

statements in accordance with the requirements of the Registration Rights Agreement, and (B) a Form D and any applicable filings as may

be required by any state securities agencies that may be made following the execution and delivery of the Offering Documents and the consummation

of the transactions contemplated thereby). “Governmental Entity” means any nation, state, county, city, town, village, district,

or other political jurisdiction of any nature, federal, state, local, municipal, foreign, or other government, governmental or quasi-governmental

authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal),

multi-national organization or body; or body exercising, or entitled to exercise, any administrative, executive, judicial, legislative,

police, regulatory, or taxing authority or power of any nature or instrumentality of any of the foregoing, including any entity or enterprise

owned or controlled by a government or a public international organization or any of the foregoing.

3.6 SEC Reports. The

Company has timely filed all SEC Reports (as defined below); reports filed in compliance with the time periods specified in Rule 12b-25

promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) shall be considered timely for

this purpose. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act

and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Reports, and none of the SEC Reports, at the time

they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated

therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

As of their respective dates, the financial statements of the Company included in the SEC Reports complied in all material respects with

applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time

of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”),

consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes

thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary

statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results

of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments

which will not be material, either individually or in the aggregate). The reserves, if any, currently established by the Company or the

lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are

no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting

Standards Board which are not provided for by the Company in its financial statements or otherwise. The Company is not currently contemplating

to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants

of the Company with respect thereto) included in the SEC Reports (the “Financial Statements”), nor is the Company currently

aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in

order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not

been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or

that there is any need for the Company to amend or restate any of the Financial Statements. “SEC Reports” means (a) the Company’s

most recently filed Annual Report on Form 10-K and (b) all Quarterly Reports on Form 10-Q or Current Reports on Form 8-K filed or furnished

(as applicable) by the Company following the end of the most recent fiscal year for which an Annual Report on Form 10-K has been filed

and prior to the execution of this Subscription Agreement, together in each case with any documents incorporated by reference therein

and exhibits thereto.

3.7 Registration of Securities.

The Company is eligible to register the Registrable Securities (defined in the RRA) for resale by the Subscribers using Form S-3 promulgated

under the 1933 Act.

4. Closing

4.1 Closing.

On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery

of this Subscription Agreement by the parties hereto, the Company agrees to sell, and the Subscriber agrees to purchase the Securities.

At the Closing, the Subscriber shall deliver the Existing Notes to the Company to be cancelled in exchange for the Securities, and the

Company shall deliver to the Subscriber its Securities. Upon satisfaction of the conditions set forth in Section 4.2 and Section 4.3,

the Closing shall occur at such location as the parties shall mutually agree or may be closed remotely by electronic delivery of documents.

Effective as of the applicable Closing, the Subscriber agrees that (i) the portion of the Existing Note representing the aggregate purchase

price of the Securities to the purchased hereunder shall be automatically converted into the Securities; and (ii) all rights, title and

interest arising under said portion of the Existing Note shall be cancelled, released, extinguished and of no further force and effect.

If only a portion of the Existing Note is to be cancelled for Securities, the Company shall promptly deliver a replacement Note representing

the principal balance of what remains due and outstanding thereunder.

4.2 Closing Deliverables.

(a) On

or prior to each Closing Date, the Company shall deliver or cause to be delivered to the Subscriber the following:

(i) this Subscription Agreement executed by the Company;

(ii) delivery of a statement evidencing book entry of the Securities registered in the name of such Subscriber;

and

(iii) the Registration Rights Agreement executed by the Company.

(b) On

or prior to each Closing Date, the Subscriber shall deliver or cause to be delivered to the Company the following:

(i) This Subscription Agreement executed by such Subscriber;

(ii) delivery of the Existing Notes;

(iii) a duly completed and signed Confidential Investor Questionnaire along with such other duly completed

and signed questionnaires as may be requested by the Company; and

(iv) the Registration Rights Agreement executed by such Subscriber.

4.3 Closing Conditions.

(a) The

obligations of the Company hereunder in connection with each Closing are subject to the following conditions being met:

(i) the accuracy in all material respects on the Closing Date of the representations and warranties of the

Subscriber contained herein;

(ii) all obligations, covenants and agreements of the Subscriber required to be performed at or prior to the

Closing Date shall have been performed; and

(iii) the delivery by the Subscriber of the items set forth in Section 4.2(b) of this Agreement.

(b) The

respective obligations of the Subscriber hereunder in connection with each Closing are subject to the following conditions being met:

(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by

materiality or material adverse effect, in all respects) when made and on the Closing Date of the representations and warranties of the

Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);

(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing

Date shall have been performed;

(iii) the delivery by the Company of the items set forth in section 4.2(a) of this Subscription Agreement; and

(iv) there shall have been no material adverse effect with respect to the Company since the date hereof.

5. Miscellaneous

5.1 Any notice or other communication

given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail, return receipt requested, addressed

to the Company, at CaliberCos Inc., 8901 E. Mountain View Rd. Ste 150, Scottsdale, Arizona, Attention: Ilya Grozovsky, and to the Subscriber

at his, her or its address indicated on the signature page of this Subscription Agreement. Notices shall be deemed to have been given

three (3) business days after the date of mailing, except notices of change of address, which shall be deemed to have been given when

received.

5.2 This Subscription Agreement

may be amended through a written instrument signed by both the Subscriber and the Company; provided, however, that the terms of this Subscription

Agreement may be amended without the consent or approval of the Subscriber so long as such amendment applies in the same fashion to the

subscription agreements of all of the other subscribers for the Securities in the Offering and at least holders of a majority of the Securities

sold in the Offering have given their approval of such amendment, which approval shall be binding on all holders of the Securities.

5.3 This Subscription Agreement

shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors

and assigns. This Subscription Agreement sets forth the entire agreement and understanding between the parties as to the subject matter

hereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.

5.4 This Subscription Agreement

shall be construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law. The parties

hereunder agree that any dispute arising out of or relating to an investment pursuant to this Subscription Agreement or concerning this

Subscription Agreement, including but not limited to disputes as to arbitrability and all disputes with the Company, or any employee,

agent, representative, officer, director or attorney of the Company, shall be resolved through final, binding, non-appealable arbitration,

before a single, neutral arbitrator, at JAMS, in Scottsdale, Arizona in accordance with the rules and regulations of the American Arbitration

Association. Venue of all arbitration shall be JAMS Dispute Resolution Center, Scottsdale, Arizona. The Parties agree that each side will

pay fifty percent (50%) of the cost of any arbitration proceedings. Judgment on any arbitration award may be entered in any court having

jurisdiction. Any arbitration award shall be in United States Dollars and may be enforced in any jurisdiction in which the party against

whom enforcement is sought maintains assets. The Parties agree to limit their respective testimony at any arbitration hearing to three

hours per side. SUBSCRIBER HEREBY WAIVES ANY RIGHT TO SEEK ANY TYPE OF DAMAGES OTHER THAN COMPENSATORY DAMAGES, INCLUDING BUT NOT LIMITED

TO CONSEQUENTIAL DAMAGES AND PUNITIVE DAMAGES. SUBSCRIBER HEREBY FURTHER WAIVES THE RIGHT TO A TRIAL BY JURY, THE RIGHT TO BRING A CLASS

ACTION SUIT, AND OTHER POTENTIAL REMEDIES THAT OTHERWISE MAY BE AFFORDED BY LAW. THIS IS A CLASS ACTION WAIVER THAT APPLIES TO ALL DISPUTES

ARISING OUT OF THIS INVESTMENT, INCLUDING BUT NOT LIMITED TO ANY DISPUTES WITH THE COMPANY AND ALL OF ITS EMPLOYEES, AGENTS, REPRESENTATIVES,

OFFICERS, DIRECTORS, OR ATTORNEYS.

5.5 This Subscription Agreement

may be executed in counterparts. It shall not be binding upon the Company unless and until it is accepted by the Company. Upon the execution

and delivery of this Subscription Agreement by the Subscriber, this Subscription Agreement shall become a binding obligation of the Subscriber

with respect to the purchase of Securities as herein provided; subject, however, to the right hereby reserved to the Company to enter

into the same agreements with other subscribers and to add and/or to delete other persons as subscribers. This Subscription Agreement

may be executed and delivered by facsimile or by email with scanned copy.

5.6 The holding of any provision

of this Subscription Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect any other provision

of this Subscription Agreement, which shall remain in full force and effect.

5.7 It is agreed that a waiver

by either party of a breach of any provision of this Subscription Agreement shall not operate, or be construed, as a waiver of any subsequent

breach by that same party.

5.8 The parties agree to execute

and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate

to carry out the purposes and intent of this Subscription Agreement.

5.9 The Company agrees not

to disclose the names, addresses or any other information about the Subscriber, except as required by law.

5.10 The obligation of the

Subscriber hereunder is several and not joint with the obligations of any other subscribers for the purchase of Securities in the Offering

(the “Other Subscribers”), and the Subscriber shall not be responsible in any way for the performance of the obligations

of any Other Subscribers of the Offering. Nothing contained herein or in any other agreement or document delivered at the closing, and

no action taken by the Subscriber pursuant hereto, shall be deemed to constitute the Subscriber and the Other Subscribers of the Offering

as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Subscriber and the Other

Subscribers of the Offering are in any way acting in concert with respect to such obligations or the transactions contemplated by this

Subscription Agreement. The Subscriber shall be entitled to protect and enforce the Subscriber’s rights, including without limitation

the rights arising out of this Subscription Agreement, and it shall not be necessary for any other subscriber(s) of the Offering to be

joined as an additional party in any proceeding for such purpose. The Subscriber is not acting as part of a “group” (as that

term is used in Section 13(d) of the Exchange Act) in negotiating and entering into this Subscription Agreement or purchasing, disposing

of or voting any of the Securities. The Company hereby confirms that it understands and agrees that the Subscriber is not acting as part

of any such group.

5.11 The language used in

this Subscription Agreement will be deemed to be the language chosen by the Parties to express their mutual intent, and no rules of strict

construction will be applied against any party.

[INVESTOR QUESTIONNAIRE AND SIGNATURE PAGE FOLLOWS]

Appendix I

Investor Questionnaire

Unless instructed otherwise, the Investor should

answer each question on the Questionnaire. If the answer to a particular question is “None” or “Not Applicable,”

please so state. If the Questionnaire does not provide sufficient space to answer a question, please attach a separate schedule to your

executed Questionnaire that indicates which question is being answered thereon. Persons having questions concerning any of the information

requested in this Questionnaire should consult with their purchaser representative or representatives, lawyer, accountant or broker.

PART I - FOR INDIVIDUALS

1. Personal Data

Name: __________________________

Residence Address: __________________________

Business Address: __________________________

State of residence, if different: __________________________

Telephone: Residence__________ Business __________

Age: ________________

Citizenship: ________________

Send all correspondence to: Residence__________ Business __________

2. Investor Status

To be qualified to invest in the Securities, the

Investor must either (i) be an Accredited Investor, or (ii) have, either alone or with your purchaser representative or representatives,

such knowledge and experience in financial and business matters that you are capable of evaluating the merits and risks of such investment.

Please check the appropriate representation that

applies to you.

Accredited Investors:

_________I am an Accredited Investor (as defined

in Rule 501 of Regulation D promulgated under the Securities Act) because I certify that (check all appropriate descriptions that apply):

______________ I have a net worth, or joint net worth with my spouse or spousal equivalent, of more than US$1,000,000. (“Net worth” means the excess of total assets at fair market value (including personal and real property but excluding the estimated fair market value of your primary home) over total liabilities. “Total liabilities” excludes any mortgage on the primary home in an amount of up to the home’s estimated fair market value as long as the mortgage was incurred more than 60 days before the Securities are purchased, but includes (i) any mortgage amount in excess of the home’s fair market value and (ii) any mortgage amount that was borrowed during the 60-day period before the closing date for the sale of the Securities for the purpose of investing in the Securities. “Spousal equivalent” means a cohabitant occupying a relationship generally equivalent to that of a spouse. “Joint net worth” is the aggregate net worth of a person and spouse or spousal equivalent; assets do not need to be held jointly to be included in the calculation.)

______________ I have had an individual income in excess of US$200,000 in each of the two most recent calendar years, or joint income with my spouse or spousal equivalent in excess of US$300,000 in each of those years and have a reasonable expectation of reaching the same income level in the current calendar year. (“Income” means annual adjusted gross income, as reported for federal income tax purposes, plus (i) the amount of any tax-exempt interest income received; (ii) the amount of losses claimed as a limited partner in a limited partnership; (iii) any deduction claimed for depletion; (iv) amounts contributed to an IRA or Keogh retirement plan; (v) alimony paid; and (vi) any gains excluded from the calculation of adjusted gross income pursuant to the provisions of Section 1202 of the U.S. Internal Revenue Code of 1986, as amended.)

______________ I hold in good standing one of the following professional licenses: the General Securities Representative license (Series 7), the Private Securities Offerings Representative license (Series 82), or the Investment Adviser Representative license (Series 65).

______________ I am a director, executive officer or general partner of the Company, or a director, executive officer or general partner of a general partner of the Company. (For purposes of this item 2, “executive officer” means the president; any vice president in charge of a principal business unit, division or function, such as sales, administration or finance; or any other person or persons who perform(s) similar policymaking functions for the Company.)

PART II-PURCHASERS WHO ARE NOT INDIVIDUALS

1. General Information

Name of Entity: __________________________

Address of Principal Office: __________________________

Type of Organization: __________________________

Date and State of Organization: __________________________

2. Accredited Investor Status

To be qualified to invest in the Securities, the

Investor must either (i) be an Accredited Investor, or (ii) have, and if applicable, its officers, employees, directors or equity owners

have, either alone or with its purchaser representative or representatives, such knowledge and experience in financial and business matters

that it is capable of evaluating the merits and risks of such investment.

Please check the appropriate description which

applies to you.

_____________ A bank, as defined in Section 3(a)(2) of the Securities Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or a fiduciary capacity.

_____________ A broker or dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended.

_____________ An investment adviser registered pursuant to Section 203 of the U.S. Investment Advisers Act of 1940 or registered pursuant to the laws of a state.

_____________ An investment adviser relying on the exemption from registering with the SEC under Section 203(l) or (m) of the Investment Advisers Act of 1940.

_____________ An insurance company, as defined in Section 2(a)(13) of the Securities Act.

_____________ An investment company registered under the Investment Company Act of 1940 or a business development company, as defined in Section 2(a)(48) of that act.

_____________ A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the U.S. Small Business Investment Act of 1958.

_____________ A Rural Business Investment Company as defined in Section 384A of the U.S. Consolidated Farm and Rural Act.

_____________ A plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if the plan has total assets in excess of US$5 million.

_____________ An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the investment decision is being made by a plan fiduciary, as defined in Section 3(21) of such act, and the plan fiduciary is either a bank, a savings and loan association, an insurance company, or a registered investment adviser, or if the employee benefit plan has total assets in excess of US$5 million, or if the employee benefit plan is a self- directed plan in which investment decisions are made solely by persons that are accredited investors.

_____________ A private business development company, as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.

_____________ A corporation, Massachusetts or similar business trust, partnership, or limited liability company or an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, that was not formed for the specific purpose of acquiring the Securities, and that has total assets in excess of US$5 million.

_____________ A trust with total assets in excess of US$5 million not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act.

_____________ An entity in which all of the equity owners (whether entities themselves or natural persons) are accredited investors and meet the criteria listed under the section of “For Individual Investors Only” of this Certification.

_____________ An entity of a type not listed above, that is not formed for the specific purpose of acquiring the Shares and owns investments in excess of US$5 million. For purposes of this clause, “investments” means investments as defined in Rule 2a51-1(b) under the Investment Company Act of 1940.

_____________ A family office, as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, that (i) has assets under management in excess of US$5 million; (ii) is not formed for the specific purpose of acquiring the Securities and (iii) has a person directing the prospective investment who has such knowledge and experience in financial and business matters so that the family office is capable of evaluating the merits and risks of the prospective investment.

_____________ A family client, as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, of a family office meeting the requirements of the immediately preceding clause and whose prospective investment in the Issuer is directed by that family office pursuant to subclause (iii) of the immediately preceding clause.

Subscription Procedures

To subscribe for the Securities, a prospective

investor will be required to deliver funds to us, by check made payable to “CaliberCos Inc.” or by wire transfer to the Company.

In addition, the prospective investor must complete, execute and deliver to us this Subscription Agreement and Investor Questionnaire,

including information necessary for us to determine whether the prospective investor is qualified under federal and state securities laws

and regulations to be an investor.

Wire Transfer Instructions

Business Name:

Bank Name:

Account #:

Routing #:

[SIGNATURE PAGE FOLLOWS]

This page constitutes the

signature page for the Subscription Agreement, the Investor Questionnaire and execution of this signature page constitutes execution of

each.

IN WITNESS WHEREOF, the Subscriber

has executed this Subscription Agreement and Investor Questionnaire this  ______day of________ , 2026.

$ _______________________

Total Purchase Price

Payment of Purchase Price: ☐

Cash ☐ Cancellation of the Existing Notes

For Individuals:

Name of Subscriber (print or type)

(Signature)

Name of Joint Subscriber (print or type) (if applicable)

(Joint Signature, if applicable)

For Entities:

Name of Subscriber (print or type)

By:

(Signature)

Name:

Title:

(Name and Initials of IRA custodian, if applicable)

$ _______________________

Total Purchase Price Accepted

Accepted and Agreed, as of _________________, 2026:

CALIBERCOS INC.

By:

Name:

Title:

Exhibit A

Exhibit B

EX-10.2 — SUBSCRIPTION AGREEMENT FOR SERIES AAA CONVERTIBLE PREFERRED STOCK

EX-10.2

Filename: ea028624201ex10-2.htm · Sequence: 5

Exhibit 10.2

FORM OF

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT

(“Subscription Agreement”) made as of this day of______, 2026, by and between CaliberCos Inc., a Delaware corporation

(the “Company”), and__________________ having an address as set forth on the signature page hereto (the “Subscriber”).

Company and Subscriber may be collectively referred to for purposes of this Subscription Agreement as the “Parties.”

RECITALS

WHEREAS, the Company intends

to offer (the “Offering”) for sale up to $40 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

WHEREAS, the Subscriber desires

to acquire the Series AAA Preferred in the amounts as set forth on the Subscriber’s signature page to this Subscription Agreement

(such securities, the “Securities”).

NOW, THEREFORE, for and in

consideration of the promises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:

AGREEMENT

1. Subscription Procedure

1.1 Subscription for Securities. Subject to the terms and conditions hereinafter set forth, the Subscriber

hereby subscribes for, and agrees to purchase from the Company, the Securities in such denominations as set forth upon the signature page

hereof (the “Subscription Amount”). By its signature hereto, the Company agrees to sell the Securities.

(a) If the Subscriber is a holder of an Unsecured Subordinated Promissory Note due twelve months from the

date of issuance (the “Existing Notes”), and the Subscriber has elected to pay all or a portion of the purchase price

of the Securities pursuant to the cancellation and exchange of the Subscriber’s Existing Notes as indicated on the signature page

hereto, then on the date hereof the Subscriber shall deliver the Existing Notes to the Company to be cancelled in exchange for the Securities

and the Company shall deliver to the Subscriber the Securities.

(b) If the Subscriber has elected to pay for all or a portion of the purchase price of the Securities in cash,

then on the date hereof the Subscriber shall deliver, via wire transfer, immediately available funds for all or such portion of the purchase

price of the Securities to the Company and the Company shall deliver to the Subscriber the Securities. The wiring instructions for the

Company shall be as follows:

Account Title:

Account Type/Number:

For Domestic use ABA:

For International Wires SWIFT:

Bank Address:

1.3 Registration Rights.

On the date hereof, the Subscriber shall become party to that Registration Rights Agreement, attached hereto as Exhibit B (the

“RRA”), pursuant to which the Company will agree to use commercially reasonable efforts to register the Underlying

Shares as described therein.

2. Representations and Covenants of Subscriber

The Subscriber represents and warrants to the

Company that:

2.1 The Subscriber recognizes

that the purchase of the Securities involves a high degree of risk in that (i) the Company may need additional capital to operate its

business but has no assurance of additional necessary capital; (ii) an investment in the Company is highly speculative and only investors

who can afford the loss of their entire investment should consider investing in the Securities; (iii) an investor may not be able to liquidate

his, her or its investment in the Securities; (iv) transferability of the Securities is extremely limited; (v) an investor could sustain

the loss of his, her or its entire investment; and (vi) the Company is and will be subject to numerous other risks and uncertainties,

including without limitation, significant and material risks relating to the Company’s business and operations, and the industries,

markets and geographic regions in which the Company competes, all as more fully set forth in the Company’s SEC Reports (as defined

below).

2.2 The Subscriber represents

that he, she or it is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities

Act, as indicated by his, her or its Investor Questionnaire, and that he, she or it is able to bear the economic risk of an investment

in the Securities. The Subscriber has adequate means of providing for such Subscriber’s current financial needs and foreseeable

contingencies and has no need for liquidity of his, her, or its investment in the Securities for an indefinite period of time. The Subscriber

must complete the applicable Investor Questionnaire, a form of which is attached hereto as Appendix I, to enable the Company to

assess the Subscriber’s eligibility for the Offering.

2.3 The Subscriber represents

that all information which the Subscriber has provided to the Company concerning the Subscriber or the Subscriber’s investor status,

financial position, knowledge and experience in financial and business matters, or, in the case of a corporation, trust, partnership,

limited liability company, or other entity, the knowledge and experience in financial and business matters of the person making the investment

decision on behalf of such entity, including all information contained herein, is correct and complete as of the date of this Agreement,

and if there should be any adverse change in such information prior to this subscription being accepted, the Subscriber will immediately

provide the Company with such information.

2.4 The Subscriber acknowledges

that he, she or it has such knowledge and prior investment experience, including without limitation, investment in private, non-listed

and non-registered securities and development-stage companies with limited operating histories, or he, she or it has employed the services

of an investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company both to him,

her or it and to all other prospective investors in the Offering and to evaluate the merits and risks of such an investment on his, her

or its behalf, and that he, she or it recognizes the highly speculative nature of this investment.

2.5 The Subscriber acknowledges

receipt and careful review of this Agreement, the COD, the RRA and the Offering Memorandum attached hereto as Exhibit C (the “Offering

Documents”) and hereby represents that he, she or it has been furnished or given access by the Company during the course of

the Offering with or to all information regarding the Company and its financial conditions and results of operations which he, she or

it had requested or desired to know; that all documents which could be reasonably provided have been made available for his, her or its

inspection and review; that he, she or it has been afforded the opportunity to ask questions of and receive answers from duly authorized

representatives of the Company concerning the terms and conditions of the Offering, and any additional information which he, she or it

had requested. The Subscriber further represents and acknowledges that the Subscriber has not seen or received any advertisement or general

solicitation with respect to the sale of any of the securities of the Company, including, without limitation, the Securities.

2.6 The Subscriber acknowledges

that the Offering of the Securities may involve tax consequences, and that the contents of the Offering Documents do not contain tax advice

or information. The Subscriber acknowledges that he, she or it must retain his, her or its own professional advisors to evaluate the tax

and other consequences of an investment in the Securities.

2.7 The Subscriber acknowledges

that the Offering of the Securities has not been reviewed or approved by the SEC because the Offering is intended to be a nonpublic offering

pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. The Subscriber represents

that the Securities are being purchased for his, her or its own account, for investment and not for distribution or resale to others.

The Subscriber agrees that he, she or it will not sell or otherwise transfer any of the Securities or Common Stock issuable upon exercise,

conversion or pursuant to the terms of the Securities unless they are registered under the Securities Act or unless an exemption from

such registration is available and, upon the Company’s request, the Company receives an opinion of counsel reasonably satisfactory

to the Company confirming that an exemption from such registration is available for such sale or transfer.

2.8 The Subscriber understands

that the Securities have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities

Act which depends, in part, upon his, her or its investment intention. The Subscriber realizes that, in the view of the SEC, a purchase

now with the intention to distribute would represent a purchase with an intention inconsistent with his, her or its representation to

the Company, and the SEC might regard such a distribution as a deferred sale to which such exemption is not available.

2.9 Subscriber understands