CaliberCos Inc.

Securities Purchase Agreement

On March 20, 2025, we entered into a securities purchase agreement (the “Mast Hill Purchase Agreement”) with Mast Hill Fund, L.P. (“Mast Hill” or the “Investor”) as a purchaser, pursuant to which the Company agreed to issue the Investor a senior secured promissory note (the “Mast Hill Note”) in the aggregate principal amount of up to $1,666,666.67, with an aggregate purchase price of up to $1,500,000.00, a common stock purchase warrants for the purchase of up to 200,000 shares at an initial exercise price per share of $0.75 (the “Mast Hill Warrants”), and up to 200,000 shares of Class A common stock.

The Mast Hill Note is our senior obligation and was issued with an original issue discount of 10%. The Mast Hill Note bears five percent interest and if the Mast Hill Note is not paid when due, the Mast Hill Note will bear interest at the rate of the lesser of (i) eighteen percent per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid. The Mast Hill Note will mature eighteen months from the issue date of March 20, 2025 (the “Maturity Date”).

On the Maturity Date, we shall pay to the holder an amount in cash representing all outstanding principal and accrued and unpaid interest on such principal. At any time prior to the date that an Event of Default, as defined in the Mast Hill Note, we have the right to prepay the outstanding principal and interest then due under the Mast Hill Note.

The Mast Hill Note provides that if the Company fails to pay an amortization payment when due, then the Investor has the right to convert the amount of such respective amortization payment into shares of Class A common stock at the lesser of (i) the then applicable Conversion Price under the Mast Hill Note or (ii) the Market Price (as defined in the Mast Hill Note). The market price is VWAP of our Class A common stock on the trading day immediately preceding the date of such conversion, but in no event less than the conversion floor price of $0.10. “VWAP” means for any security as of any date, the lower of (i) the dollar volume-weighted average price for the Class A common stock on the Principal Market during regular trading hours or (ii) the dollar volume-weighted average price for the Class A common stock on the Principal Market during the pre-market period prior to regular trading hours and the after-market period after regular trading hours collectively, in each case as reported by Quotestream or other similar quotation service provider designated by the Investor.

The Mast Hill Note contains certain conversion limitations, providing that no conversion may be made if, after giving effect to the conversion, the holder, together with any of its affiliates, would own in excess of 4.99% of our outstanding Class A common stock. This 4.99% beneficial ownership cap on the Mast Hill Note and Mast Hill Warrants does not prevent the Investor from converting or exercising, as applicable, and selling some or all of the shares of Class A common stock it acquires, and then converting or acquiring additional shares of Class A common stock; accordingly, the holder will be able to sell shares of Class A common stock in excess of the 4.99% beneficial ownership cap, while never holding more than 4.99% of our outstanding shares of Class A common stock at a given time. The Mast Hill Note contains certain customary affirmative and negative covenants regarding the incurrence of indebtedness, the repayment of indebtedness, the payment of any dividend or other distribution and the transfer of assets, among other matters. In addition to the beneficial ownership limitation provided for in the Mast Hill Note, the sum of the number of shares of Class A common stock that may be issued under the Mast Hill Note is limited to the exchange cap of 1,568,811 shares of Class A common stock (the “Exchange Cap”) unless shareholder approval is obtained by the Company.

If we issue, sell or grant (or issued, sold or granted as of the Issue Date) any option to purchase, or sell or grant any right to reprice, or otherwise dispose of, or issue (or sold or issued, as the case may be, or announces any sale, grant or any option to purchase or other disposition), any shares of Class A common stock or other securities convertible into, exercisable for, or entitle any person or entity the right to acquire, shares of Class A common stock in each or any case at an effective price per share that is lower than the then Conversion Price (the “Base Conversion Price”) then the Conversion Price shall be reduced to a price equal to the Base Conversion Price.

In addition, if we in any manner issue or sell or enter into any agreement to issue or sell, any shares of Class A common stock, options or convertible securities (any such securities, “Variable Price Securities”) after the issuance date of the Mast Hill Warrants that are issuable pursuant to such agreement or convertible into or exchangeable or exercisable for shares of Class A common stock at a price which varies or may vary with the market price of our shares of Class A common stock, including by way of one or more reset(s) to a fixed price, but exclusive of such formulations reflecting customary anti-dilution provisions (such as share splits, share combinations, share dividends and similar transactions) (each of the formulations for such variable price being herein referred to as, the “Variable Price”), then from and after the date we enter into such agreement or issue any such Variable Price Securities, the holder shall have the right, but not the obligation, in its sole discretion to substitute the Variable Price for the exercise price upon exercise of the Mast Hill Warrants.

The Mast Hill Note also contains certain customary events of default, including, among others, if our shares of Class A common stock are suspended from trading, halted from trading, and/or fail to be listed on the Nasdaq Capital Market. Upon the occurrence of an Event of Default, the Mast Hill Note shall become immediately due and payable, and we shall pay to the Investor, in full satisfaction of its obligations hereunder, an amount equal to the Principal Amount then outstanding plus accrued interest (including any Default Interest) through the date of full repayment multiplied by 150% (provided, however, that with respect to an Event of Default under Sections 3.19 or 3.20 of the Mast Hill Note, the aforementioned reference to 150% shall instead be 200%) (collectively the “Default Amount”), as well as all costs, including, without limitation, legal fees and expenses, of collection, all without demand, presentment or notice, all of which hereby are expressly waived by the Company. The Investor may, in its sole discretion, convert all or any portion of this Mast Hill Note (including the Default Amount) into shares of Class A common stock pursuant to the terms of this Mast Hill Note (for the avoidance of doubt, this shall apply even if such conversion occurs after the Maturity Date). The Investor shall be entitled to exercise all other rights and remedies available at law or in equity.

In addition, we and the Investor entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which we agreed to register the Mast Hill Note, the Mast Hill Warrants and the Commitment Shares. The registration rights granted under the Registration Rights Agreement are subject to certain conditions and limitations and are subject to customary indemnification and contribution provisions.

In the Mast Hill Purchase Agreement, the Investors represented to us, among other things, that it is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). The securities referred to above have been and will be issued and sold by us to the Investors in reliance upon the exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.

Pursuant to the Mast Hill Purchase Agreement, the Company and several of its subsidiaries (the “Guarantors”) entered into a subsidiary guarantee (the “Subsidiary Guarantee”) in favor of the Investor pursuant to which the Guarantors guarantee all of the obligations of the Company under the Mast Hill Purchase Agreement, the Mast Hill Note, and other transaction documents.

The foregoing is only a summary of the material terms of the Mast Hill Note, the Mast Hill Warrants, the Mast Hill Purchase Agreement, the Registration Rights Agreement, the Subsidiary Guarantee and the other transaction documents, and does not purport to be a complete description of the rights and obligations of the parties thereunder. The summary of the Mast Hill Note, the Mast Hill Warrants, the Mast Hill Purchase Agreement, the Registration Rights Agreement, and Security Agreement is qualified in its entirety by reference to such agreements, which are filed as Exhibits 4.1, 4.2, 10.1, 10.2, and 10.3 to our Current Report on Form 8-K filed with the SEC on March 26, 2025, which is incorporated by reference herein.