UNDERWRITING AGREEMENT by and between CALLAN JMB INC. And ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters UNDERWRITING AGREEMENTUnderwriting Agreement • November 18th, 2024 • Callan JMB Inc. • Services-business services, nec • New York
The undersigned, Callan JMB Inc., a company incorporated under the laws of the State of Nevada (collectively, with its Subsidiaries as hereinafter defined, the “Company”), hereby confirms its agreement (this “Agreement”) with Alexander Capital, L.P., as the representative of the several underwriters named in Schedule 1 hereto (the “Representative” and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
Representative’s Warrant AgreementS Warrant Agreement • November 18th, 2024 • Callan JMB Inc. • Services-business services, nec • New York
THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Alexander Capital, L.P. (“Holder”), as registered owner of this Common Stock Purchase Warrant (this “Purchase Warrant”), to Callan JMB Inc. a Nevada corporation (the “Company”), Holder is entitled, at any time or from time to time from one hundred eighty (180) days following [_______], 2024, (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [_____]1, 2029 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up [_____] shares (the “Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”), subject to adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Dat
INDEPENDENT DIRECTORS AGREEMENTIndemnification Agreement • November 18th, 2024 • Callan JMB Inc. • Services-business services, nec
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee hereby agree as follows:
